EXHIBIT 99.1

STOCK VOTING AGREEMENT

by and among

KKTY HOLDING COMPANY, L.L.C.

and

THE SHAREHOLDERS NAMED HEREIN

Dated as of June 2, 2001

TABLE OF CONTENTS

Page

1. DEFINITIONS.................................................................. 1
2. TERMINATION OF STOCK VOTING AND TENDER AGREEMENT............................. 1
3. PROVISIONS CONCERNING THE SECURITIES......................................... 1
(a) Agreement To Vote the Securities..................................... 1
(b) Grant of Proxy....................................................... 2
(c) Other Proxies Revoked................................................ 3
4. REPRESENTATIONS AND WARRANTIES OF EACH SHAREHOLDER........................... 3
(a) Power, etc........................................................... 3
(b) Ownership of Common Shares........................................... 3
(c) No Conflicts......................................................... 3
(d) No Finder's Fees..................................................... 3
(e) No Encumbrances...................................................... 4
(f) Reliance by Purchaser................................................ 4
5. ADDITIONAL COVENANTS OF EACH SHAREHOLDER..................................... 4
(a) No Solicitation...................................................... 4
(b) Restriction on Transfer, Proxies and Non-Interference................ 4
(c) [Reserved]........................................................... 5
(d) Stop Transfer; Changes in Subject Shares............................. 5
(e) Cooperation.......................................................... 5
(f) Releases............................................................. 5
6. FIDUCIARY DUTIES............................................................. 5
7. MISCELLANEOUS................................................................ 5
(a) Further Assurances................................................... 5
(b) Notices.............................................................. 5
(c) Interpretation....................................................... 6
(d) Counterparts......................................................... 6
(e) Entire Agreement; No Third-Party Beneficiaries....................... 6
(f) Governing Law........................................................ 6
(g) Assignment........................................................... 6
(h) Binding Agreement.................................................... 7
(i) Severability......................................................... 7
(j) Enforcement of this Agreement........................................ 7
(k) Amendments........................................................... 7
8. TERMINATION.................................................................. 7
9. PUBLICATION.................................................................. 7
10. SCOPE OF OBLIGATIONS........................................................ 7

STOCK VOTING AGREEMENT

STOCK VOTING AGREEMENT (this "Agreement") dated as of June 2, 2001, among
KKTY HOLDING COMPANY, L.L.C., a Delaware limited liability company ("Purchaser")
and the shareholders listed on Schedule I hereto (individually, a "Shareholder,"
and collectively, the "Shareholders").

W I T N E S S E T H :

WHEREAS, simultaneously with entering into this Agreement, Purchaser and
Katy Industries, Inc., a Delaware corporation ("Katy"), are entering into a
Preferred Stock Purchase and Recapitalization Agreement (the "Recapitalization
Agreement"), pursuant to which Purchaser will purchase from Katy 700,000 shares
of newly issued preferred stock, $100.00 par value per share (the "Convertible
Preferred Stock"), convertible based on a price of $6.00 per Common Share into
an aggregate of 11,666,666 Common Shares (equivalent to a ratio of approximately
16.67 Common Shares per share of Convertible Preferred Stock), for a purchase
price of $100.00 per share (or an aggregate purchase price of $70,000,000) (the
"Preferred Stock Purchase") (the Preferred Stock Purchase and the other
transactions contemplated by the Recapitalization Agreement are collectively
referred to herein as the "Recapitalization");

WHEREAS, as of the date hereof, each Shareholder is the record and, except
in the case of a Shareholder who is a trustee and owns the Common Shares for the
benefit of a beneficiary, beneficial owner of the number of Common Shares set
forth opposite such Shareholder's name on Schedule I hereto;

WHEREAS, the Shareholders have agreed that the Shareholders shall vote
2,480,000 Common Shares owned (whether of record or beneficially) by such
Shareholders, as of the date hereof and any Common Shares hereinafter acquired
up to an aggregate of 2,480,000 Common Shares owned (these 2,480,000 Common
Shares owned (whether of record or beneficially) as of the date hereof and
hereinafter acquired, the "Securities") with respect to certain questions that
may be put to the Shareholders, in each case, in accordance with the terms and
conditions of this Agreement; and

WHEREAS, as an inducement and a condition to entering into the
Recapitalization Agreement, Purchaser has required that the Shareholders enter
into this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions. For purposes of this Agreement capitalized terms used and
not defined herein have the respective meanings ascribed to them in the
Recapitalization Agreement.

2. Termination of Stock Voting and Tender Agreement. The Purchaser and
the Shareholders agree that the Stock Voting and Tender Agreement dated as of
March 29, 2001 among the Purchaser and the Shareholders terminated in accordance
with Section 8 thereof upon the termination of the Preferred Stock Purchase and
Recapitalization Agreement dated as March 29, 2001 between the Purchaser and
Katy Industries, Inc. and that no party has any liability to any other party
under that Stock Voting and Tender Agreement.

3. Provisions Concerning the Securities.

(a) AGREEMENT TO VOTE THE SECURITIES. The Shareholders hereby severally
and jointly agree that during the period (i) commencing on the date hereof and
continuing until the earlier of the Closing Date or the termination of this

Agreement (such period, the "Closing Voting Period"), at any meeting of the
holders of any class or classes of the capital stock of Katy, however called, or
in connection with any solicitation of written consent of the holders of any
class or classes of the capital stock of Katy, the Shareholders shall vote (or
cause to be voted) the Securities (but for the avoidance of doubt not more or
less than 2,480,000 Common Shares) in favor of any actions required to authorize
and effect the Recapitalization and any actions required in furtherance thereof,
including, without limitation, to vote (A) in favor of the election of all of
the directors nominated by Katy's Board of Directors, including each Purchaser
Designee (unless the matters referred to in (B) and (C) below have not been
approved by Katy's shareholders), (B) in favor of the approval and adoption of
an amendment to Katy's Certificate of Incorporation authorizing (1)
classification of Katy's Board of Directors into two classes with staggered
terms of office, (2) 1,200,000 shares of Convertible Preferred Stock and (3) an
increase in the total number of Common Shares that Katy shall have the authority
to issue to 35,000,000 (C) in favor of the issuance and sale of Convertible
Preferred Stock pursuant to the Preferred Stock Purchase and the issuance of
Common Shares upon the conversion of the Convertible Preferred Stock, (D)
against any action, transaction or agreement that would result in a breach in
any respect of any covenant, representation or warranty or any other obligation
or agreement of Katy under the Recapitalization Agreement or of such Shareholder
under this Agreement, and (E) except as otherwise agreed to in writing in
advance by Purchaser, against the following actions (other than the
Recapitalization and the transactions contemplated by the Recapitalization
Agreement): (1) any extraordinary corporate transaction, such as a
reorganization, recapitalization, merger, consolidation or other business
combination involving Katy; (2) a sale, lease or transfer of a significant part
of the assets of Katy, or a reorganization, recapitalization, dissolution or
liquidation of Katy; (3) any change in the persons who constitute the board of
directors of Katy; (4) any change in the present capitalization of Katy or any
amendment of Katy's Certificate of Incorporation or By-laws other than the
authorization and adoption of an amendment to Katy's Certificate of
Incorporation authorizing (I) classification of Katy's Board of Directors into
two classes with staggered terms of office, (II) 1,200,000 shares of Convertible
Preferred Stock and (III) an increase in the total number of Common Shares that
Katy shall have the authority to issue to 35,000,000; (5) any other material
change in Katy's corporate structure or business; or (6) any other action
involving Katy which is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, or materially adversely affect the
Recapitalization and the transactions contemplated by this Agreement or the
Recapitalization Agreement; and (ii) commencing on the Closing Date and
continuing until the earlier of the date Purchaser exercises its right to
convert any of the Convertible Preferred Stock into Common Shares or the
termination of this Agreement (such period, the "Convertible Voting Period"), at
any meeting of the holders of any class or classes of the capital stock of Katy,
however called, at which an election for directors of Katy is held or in
connection with any solicitation of written consent of the holders of any class
or classes of capital stock of Katy with respect to an election of directors of
Katy, the Shareholders shall vote (or cause to be voted) the Securities (but for
the avoidance of doubt not more than 2,480,000 Common Shares) in favor of the
election of all directors nominated by Katy's Board of Directors then in office,
including, without limitation, each nominee for director designated by
Purchaser. Subject to Section 5(d) during the Convertible Voting Period, the
Shareholders hereby jointly and severally agree that the Shareholders shall not
enter into any agreement or understanding with any person the effect of which
would be to violate the provisions and agreements contained in this Agreement.

(b) GRANT OF PROXY. Each Shareholder severally and not jointly hereby
appoints Purchaser, and any designee of Purchaser, each of them individually,
such Shareholder's proxy and attorney-in-fact, with full power of substitution
and resubstitution, to vote, to act by written consent or to request that the
chairman or secretary of Katy call a special meeting of stockholders, during the
Closing Voting Period with respect to such Shareholder's Securities in
accordance with paragraph (a) of this Section. This proxy is given to secure the
performance of the duties of each Shareholder during the Closing Voting Period
under this Agreement. Each Shareholder severally and not jointly affirms that
this proxy and power of attorney are coupled

with an interest and shall be irrevocable during the Closing Voting Period. Each
Shareholder severally and not jointly shall take such further action or execute
such other instruments as may be necessary to effectuate the intent of this
proxy.

(c) OTHER PROXIES REVOKED. Each Shareholder severally and not jointly
represents and warrants that any proxies heretofore given in respect of such
Shareholder's Securities are not irrevocable, and that all such proxies have
been or are hereby revoked.

4. Representations and Warranties of Each Shareholder. Each Shareholder,
severally and not jointly, hereby represents and warrants to Purchaser as
follows:

(a) POWER, ETC. Such Shareholder has all necessary power and authority to
execute and deliver this Agreement, appoint the proxies and attorneys-in-fact
referred to in Section 3(b) hereof and to consummate the transactions
contemplated by this Agreement. This Agreement has been duly and validly
executed and delivered by such Shareholder and, assuming its due authorization,
execution and delivery by each other party hereto, constitutes the legal, valid
and binding obligation of such Shareholder, enforceable against such Shareholder
in accordance with its terms, except insofar as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally or by general equitable principles,
whether applied in a proceeding at law or in equity.

(b) OWNERSHIP OF COMMON SHARES. Such Shareholder is the record and, except
in the case of a Shareholder who is a trustee and owns the Common Shares for the
benefit of a beneficiary, beneficial owner of the number of Common Shares listed
beside such Shareholder's name on Schedule I attached hereto. All of such Common
Shares are issued and are outstanding. Such Shareholder has sole voting power
and sole power to issue instructions with respect to the matters set forth in
Section 3 and Section 5 hereof, as the case may be, sole power of disposition
and sole power to agree to all of the matters set forth in this Agreement, in
each case with respect to all of such Common Shares, with no limitations,
qualifications or restrictions on such rights, subject only to applicable laws,
Katy's Certificate of Incorporation, and the terms of this Agreement.

(c) NO CONFLICTS. (i) No filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by such Shareholder and the
consummation by such Shareholder of the transactions contemplated by this
Agreement and (ii) none of the execution and delivery of this Agreement by such
Shareholder, the consummation by such Shareholder of the transactions
contemplated by this Agreement or compliance by such Shareholder with any of the
provisions of this Agreement shall (A) conflict with or result in any breach of
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) or result in the creation of a lien or encumbrance
on the assets of such Shareholder (including such Shareholder's Common Shares)
under any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, trust instrument, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to which
such Shareholder is a party or by which such Shareholder or any of such
Shareholder's properties or assets may be bound, or (B) violate any order, writ,
injunction, decree, judgment, order, statute, rule or regulation applicable to
such Shareholder or any of such Shareholder's properties or assets.

(d) NO FINDER'S FEES. Except as disclosed pursuant to the Recapitalization
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial advisor's or other similar fee or
commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of such Shareholder in its capacity
as a holder of Katy Common Stock. Such Shareholder, on behalf of itself and its
affiliates, hereby acknowledges that it is not entitled to receive any broker's,
finder's,

financial advisor's or other similar fee or commission in connection with the
transactions contemplated by this Agreement or by the Recapitalization
Agreement.

(e) NO ENCUMBRANCES. The Common Shares listed beside such Shareholder's
name on Schedule I attached hereto and the certificates representing such Common
Shares are now, and at all times during the term hereof will be, held by such
Shareholder, or by a nominee or custodian for the benefit of such Shareholder,
free and clear of all liens, claims, security interests, proxies, voting trusts
or agreements, understandings or arrangements or any other encumbrances
whatsoever, except as disclosed in Schedule II hereto and for any such
encumbrances or proxies arising hereunder.

(f) RELIANCE BY PURCHASER. Such Shareholder understands and acknowledges
that Purchaser is entering into the Recapitalization Agreement in reliance upon
such Shareholder's execution and delivery of this Agreement.

5. Additional Covenants of Each Shareholder. Each Shareholder severally
and not jointly covenants and agrees as follows:

(a) NO SOLICITATION. During the Closing Voting Period such Shareholder
shall not, in its capacity as such, directly or indirectly through another
person (i) solicit, initiate or encourage (including, without limitation, by way
of furnishing information), or take any other action designed to facilitate, any
inquiries or the making of any proposal which constitutes any Katy Takeover
Proposal, (ii) participate in any discussions or negotiations regarding any Katy
Takeover Proposal, (iii) withdraw or modify, or propose publicly to withdraw or
modify, in a manner adverse to Purchaser, the approval or recommendation of such
Shareholder of the Recapitalization (including for the avoidance of doubt the
Shareholders' agreement to vote the Securities in accordance with Section 3
hereof), (iv) approve or recommend, or propose publicly to approve or recommend,
any Katy Takeover Proposal, or (v) enter into a Katy Acquisition Agreement or
any agreement, arrangement or understanding requiring such Shareholder to
abandon, terminate or fail to consummate this Agreement or any other transaction
contemplated hereby, in each case without the prior written consent of the
Purchaser. Such Shareholder shall promptly advise Purchaser orally and in
writing of any request for information or of any Katy Takeover Proposal, the
material terms and conditions of such request or Katy Takeover Proposal and the
identity of the person making such request or Katy Takeover Proposal. Such
Shareholder will keep Purchaser reasonably informed of the status and details
(including amendments or proposed amendments) of any such request or Katy
Takeover Proposal on a daily basis or more frequently as may be reasonably
requested by Purchaser. For the avoidance of doubt, nothing in this Section 5(a)
restricts a Shareholder, in his or her capacity as a director or officer of
Katy, from taking action permitted under the Recapitalization Agreement.

(b) RESTRICTION ON TRANSFER, PROXIES AND NON-INTERFERENCE. Such
Shareholder shall not (i) except as contemplated in this Agreement, directly or
indirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, transfer,
tender, pledge, encumbrance, assignment or other disposition of, any or all of
such Shareholders Securities or any interest therein during the Closing Voting
Period; (ii) except as contemplated by this Agreement, grant any proxies or
powers of attorney, deposit any of such Securities into a voting trust or enter
into a voting agreement with respect to any of such Securities; or (iii) take
any action that would make any representation or warranty of such Shareholder
contained in this Agreement untrue or incorrect or have the effect of preventing
or disabling such Shareholder from performing such Shareholder's obligations
under this Agreement.

(d) STOP TRANSFER; CHANGES IN SUBJECT SHARES. Such Shareholder agrees
with, and covenants to, Purchaser that such Shareholder shall not request that
Katy register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Shareholder's Securities during
the Closing Voting Period. For the avoidance of doubt, nothing in this Agreement
shall restrict any Shareholder's right to sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of the Securities during the Convertible
Voting Period. In the event of a stock dividend or distribution, or any change
in any class of capital stock of Katy by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like, the term
"Securities" shall be deemed to refer to and include the Securities as well as
all such stock dividends and distributions and any shares into which or for
which any or all of the Securities may be changed or exchanged.

(e) COOPERATION. Such Shareholder, in its capacity as a shareholder, shall
cooperate fully with Purchaser and Katy in connection with their respective
efforts to fulfill the conditions to the Recapitalization set forth in Article
VI of the Recapitalization Agreement and the Purchaser Closing Conditions set
forth in Annex I to the Recapitalization Agreement.

(f) RELEASES. Such Shareholder hereby fully, unconditionally and
irrevocably releases, effective as of the Closing Date, any and all claims and
causes of action that such Shareholder, in its capacity as a shareholder, has or
may have against Katy or any present or former director, officer, employee or
agent of Katy arising or resulting from or relating to any act, omission, event
or occurrence prior to the date hereof and that have arisen or resulted as of
the Closing Date. The foregoing release does not include a release by any
Shareholder of such Shareholder's rights to indemnification and advancement of
expenses under Katy's Certificate of Incorporation or By-Laws, by agreement, by
law, or pursuant to insurance policies or any claim by that Shareholder in any
other capacity (including as a director, officer or employee). If requested by
Purchaser, such Shareholder shall execute an additional release at the Closing
Date releasing such claims as may arise between the date hereof and the Closing
Date.

6. Fiduciary Duties. Notwithstanding anything in this Agreement to the
contrary, the covenants and agreements set forth herein shall not prevent any
Shareholder or any representative of Purchaser serving on Katy's Board of
Directors or as an officer of Katy from taking any action, subject to the
applicable provisions of the Recapitalization Agreement, while acting in his or
her capacity as a director or officer of Katy.

7. Miscellaneous.

(a) FURTHER ASSURANCES. From time to time, at Purchaser's request and
without further consideration, each Shareholder shall execute and deliver such
additional documents and take all such further lawful action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.

(b) NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, mailed, certified or
registered mail with postage prepaid, sent by overnight courier or telecopied to
the parties at the following addresses (or at such other address for a party as
shall be specified by like notice):

(i) if to Purchaser, to

KKTY Holding Company, L.L.C.
c/o Kohlberg & Co., L.L.C.
000 Xxxxx Xxxxxx
Xxxxx Xxxxx, Xxx Xxxx 00000
Telecopy.: (000) 000-0000
Attention: Xx. Xxxxxxxxxxx Xxxxxxxx

with copies to:

Hunton & Xxxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy.: (000) 000-0000
Attention: Xxxx Xxxxxx, Esq.

(ii) if to the Shareholders, to the address set forth beside each
Shareholder's name listed on Schedule I hereto

with a copy to:

Xxxxx & Xxxxxxx LLP
One Xxxxx Center, Suite 1500
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxx, Esq.

(c) INTERPRETATION. When a reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement unless otherwise
indicated. The table of contents and headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."

(d) COUNTERPARTS. This Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other parties.

(e) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Agreement,
including the documents and instruments referred to herein (i) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and (ii) except in respect of Section 9, is not intended to confer upon any
person or entity other than the parties any rights or remedies hereunder.

(f) GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to the
conflict of laws rules thereof.

(g) ASSIGNMENT. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties without the prior
written consent of the other parties, except that Purchaser may assign, in its
sole discretion, any of or all their rights, interests and obligations under
this Agreement to any direct or indirect wholly owned subsidiary of Purchaser.
Subject to the preceding sentences, this Agreement shall be binding upon, inure
to the benefit of, and be enforceable by, the parties and their respective
successors and assigns.

(h) BINDING AGREEMENT. Each Shareholder agrees that this Agreement and
such Shareholder's obligations under it shall attach to such Shareholder's
Securities and shall bind any person to which legal or beneficial ownership of
the Securities passes, whether by operation of law or otherwise, including such
Shareholder's heirs, guardians, administrators or successors, provided however,
that this Agreement shall not bind any purchaser of the Securities, during the
Convertible Voting Period. Notwithstanding any transfer of Securities during the
Closing Voting Period, the transferor shall remain liable for the performance of
all its obligations under this Agreement.

(i) SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy in any particular situation or in any jurisdiction, that term or
provision shall nevertheless remain in full force and effect in other situations
or jurisdictions, and all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect, so long as the economic or
legal substance of the transactions contemplated hereby are not affected in any
manner materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in a mutually acceptable
manner in order that the transactions be consummated as originally contemplated
to the fullest extent possible.

(j) ENFORCEMENT OF THIS AGREEMENT. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof, this being in addition to any
other remedy to which they are entitled at law or in equity.

(k) AMENDMENTS. This Agreement may not be amended except by an instrument
in writing signed by the parties.

8. Termination. This Agreement shall terminate, and neither Purchaser nor
any Shareholder shall have any rights or obligations hereunder and this
Agreement shall become null and void and have no effect, upon the termination of
the Recapitalization Agreement in accordance with its terms without the
Recapitalization having occurred, except nothing in this Section 8 shall relieve
any party of liability for breach of this Agreement.

9. Publication. Each Shareholder hereby agrees to permit Purchaser and
Katy to publish and disclose in the Proxy Statement and the Purchaser Securities
Filings relating to the transactions contemplated by the Recapitalization
Agreement (including all documents and schedules filed with the SEC) its
identity and intent with respect to the Securities and the nature of its
commitments under this Agreement.

10. Scope of Obligations. Notwithstanding anything to the contrary in this
Agreement, no obligation of the Shareholders under this Agreement (including
their obligations under Section 3 and Section 5 hereof) shall apply or in any
way affect any shares of capital stock or other securities owned by the
Shareholders other than the Securities. For the purposes of several (but not
joint) obligations of Shareholders under this Agreement, the number of
Securities owned by each Shareholder with respect to which such Shareholder is
committing to make such obligations, is the number calculated by multiplying
2,480,000 by the number of Common Shares owned by such Shareholder (as set forth
on Schedule I hereto), then dividing the product by the total number of Common
Shares owned by all Shareholders (as set forth on Schedule I hereto).

[THE FOLLOWING PAGE IS THE SIGNATURE PAGE]

IN WITNESS WHEREOF, Purchaser and each Shareholder have caused this
Agreement to be duly executed as of the day and year first above written.

KKTY HOLDING COMPANY, L.L.C.

By: /s/ Xxxxxxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxxxxxx Xxxxxxxx
Title: Authorized Manager

SHAREHOLDERS

CRL, INC.

By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: President

XXXXXXX X. XXXXXXX, Xx.

/s/ Xxxxxxx X. Xxxxxxx, Xx.
-------------------------------------

XXXXXX X. XXXXXXX

/s/ Xxxxxx X. Xxxxxxx
-------------------------------------

XXXXXXX FOUNDATION

By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee

By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee

XXXXXXX X. XXXXXXX TRUST U/A
DATED 7-1-57
F/B/O XXXXXXX X. XXXXXXX, Xx.

By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee

By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee

XXXXXXX X. & XXXXX X. XXXXXXX
TRUST U/A DATED 5-1-58
F/B/O XXXXXXX X. XXXXXXX, Xx.

By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee

By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee

XXXXXXX X. XXXXXXX TRUST U/A
DATED 1-20-61
F/B/O XXXXXXX X. XXXXXXX, Xx.

By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee

By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee

XXXXX X. XXXXXXX TRUST U/A
DATED 7-12-62
F/B/O XXXXXXX X. XXXXXXX, Xx.

By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee

By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee

XXXXXXX X. XXXXXXX, Xx. TRUST #2
U/A DATED 12-30-76
F/B/O Xxxxxx X. Xxxxxxx

By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee

XXXXXXX X. XXXXXXX, Xx. TRUST #2
U/A DATED 12-30-76
F/B/O Xxxxx X. Xxxxxxx

By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee

XXXXXXX X. XXXXXXX, Xx. TRUST #2
U/A DATED 12-30-76
F/B/O Xxxxxxxx X. Xxxxxxx

By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee

XXXXXXX X. XXXXXXX, Xx. TRUST #2
U/A DATED 12-30-76
F/B/O Xxxxxxx X. Xxxxxxx, III

By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee

XXXXXXX X. XXXXXXX TRUST U/A
DATED 12-20-79
F/B/O Xxxxxx X. Xxxxxxx

By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee

By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee

XXXXXXX X. XXXXXXX TRUST U/A
DATED 12-20-79
F/B/O Xxxxx X. Xxxxxxx

By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee

By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee

XXXXXXX X. XXXXXXX TRUST U/A
DATED 12-20-79
F/B/O Xxxxxxxx X. Xxxxxxx

By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee

By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee

XXXXXXX X. XXXXXXX TRUST U/A
DATED 12-20-79
F/B/O Xxxxxxx X. Xxxxxxx, III

By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Trustee

By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Trustee

SCHEDULE I

Number of
Common Shares
Name of Shareholder Officers/Trustees Held of Record
or Owned Notice Address
Beneficially

CRL, Inc. Xxxxxxxx X. Xxxxxxx, 2,073,436 0000 X. Xxxxxxxx Xxx, Xxxxx 000
President Xxxxxxxxx, Xxxxxxxx 00000

Xxxxxxx X. Xxxxxxx, Xx. N/A 182,274 c/o CRL (see address above)

Xxxxxx X. Xxxxxxx N/A 10,765 c/o CRL (see address above)

Xxxxxxx Foundation Xxxxxxx X. Xxxxxxx, Xx. 32,910 c/o CRL (see address above)
Xxxxxx X. Xxxxxxx

Xxxxxxx X. Xxxxxxx Trust Xxxxxxx X. Xxxxxxx, Xx. 2,151 c/o CRL (see address above)
U/A Dated 7-1-57 Xxxxxx X. Xxxxxxx
F/B/O Xxxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxx*

Xxxxxxx X. & Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, Xx. 603,000 c/o CRL (see address above)
Trust U/A Dated 5-1-58 Xxxxxx X. Xxxxxxx
F/B/O Xxxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxx*

Xxxxxxx X. Xxxxxxx Trust Xxxxxxx X. Xxxxxxx, Xx. 11,881 c/o CRL (see address above)
U/A Dated 1-20-61 Xxxxxx X. Xxxxxxx
F/B/O Xxxxxxx X. Xxxxxxx, Xx.

Xxxxx X. Xxxxxxx Trust Xxxxxxx X. Xxxxxxx, Xx. 180,661 c/o CRL (see address above)
U/A Dated 7-12-62 Xxxxxx X. Xxxxxxx
F/B/O Xxxxxxx X. Xxxxxxx, Xx.

Xxxxxxx X. Xxxxxxx, Xx. Trust Xxxxxx X. Xxxxxxx c/o CRL (see address above)
#2 U/A Dated 12-30-76
F/B/O Xxxxxx X. Xxxxxxx 193
Xxxxx X. Xxxxxxx 194
Xxxxxxxx X. Xxxxxxx 193
Xxxxxxx X. Xxxxxxx, III 182

(Four separate trusts- trustee is the same for all four)

Xxxxxxx X. Xxxxxxx Trust Xxxxxxx X. Xxxxxxx, Xx. c/o CRL (see address above)
U/A Dated 12-20-79 Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx*
F/B/O Xxxxxx X. Xxxxxxx 1,690
Xxxxx X. Xxxxxxx 1,690
Xxxxxxxx X. Xxxxxxx 1,690
Xxxxxxx X. Xxxxxxx, III 1,690

(Four separate trusts- trustees are the same for all four)

Totals 3,104,600

*Powers of this trustee are limited. He is not entitled to vote on matters
involving Katy.

SCHEDULE II

Name of Shareholder Common Shares Name and Address of Lienholder
Subject to Pledge or
Other Encumbrance

CRL, Inc. 2,073,436 Northern Trust Company
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000

Xxxxxxx X. Xxxxxxx, Xx. 177,239 Northern Trust Company
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000

Xxxxxxx X. Xxxxxxx, Xx. 3,000 Katy Industries, Inc.
0000 Xxxxx Xxxxxxxx Xxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000

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Table of Contents

EXHIBIT 99.1

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