SAFETY-KLEEN
                      CHANGE OF CONTROL SEVERANCE AGREEMENT
                                     (name)


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                                TABLE OF CONTENTS
                                                                          Page
ARTICLE I. - PURPOSES                                                      1

ARTICLE II. - CERTAIN DEFINITIONS                                          1
      2.1   Accrued Obligations                                            1
      2.2   Agreement Term                                                 1
      2.3   Article                                                        2
      2.4   Beneficial owner                                               2
      2.5   Cause                                                          2
      2.6   Change of Control                                              2
      2.7   Code                                                           2
      2.8   Disability                                                     2
      2.9   Effective Date                                                 2
      2.10  Good Reason                                                    3
      2.11  Gross-up Payment                                               3
      2.12  Imminent Change of Control Date                                3
      2.13  IRS                                                            3
      2.14  1934 Act                                                       3
      2.15  Notice of Termination                                          3
      2.16  Plans                                                          3
      2.17  Policies                                                       3
      2.18  Post-Change Period                                             3
      2.19  SEC                                                            3
      2.20  Section                                                        3
      2.21  Subsidiary                                                     3
      2.22  Termination Date                                               4
      2.23  Termination Performance Period                                 4
      2.24  Voting Securities                                              4

ARTICLE III. - POST-CHANGE PERIOD PROTECTIONS                              4
      3.1  Position and Duties                                             4
      3.2  Compensation                                                    5
      3.3  Stock Options                                                   7
      3.4  Excess / Supplemental Plans                                     7

ARTICLE IV. - TERMINATION OF EMPLOYMENT                                    8
      4.1  Disability                                                      8
      4.2  Death                                                           8
      4.3  Cause                                                           8
      4.4  Good Reason                                                     9

ARTICLE V. - OBLIGATIONS OF THE COMPANY UPON TERMINATION                  10
      5.1  If by the Executive for Good Reason or by the Company
           Other Than for
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             Cause or Disability                                          10
      5.2  If by the Company for Cause                                    12
      5.3  If by the Executive Other Than for Good Reason                 12
      5.4  If by the Company for Disability                               12
      5.5  If upon Death                                                  12
      5.6  Joint and Several Obligation                                   12

ARTICLE VI. - NON-EXCLUSIVITY OF RIGHTS                                   13
      6.1  Waiver of Other Severance Rights                               13
      6.2  Other- Rights                                                  13

ARTICLE VII. - CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY                 13
      7.1  Gross-up for Certain Taxes                                     13
      7.2  Determination by the Executive                                 13
      7.3  Additional Gross-up Amounts                                    14
      7.4  Gross-up Multiple                                              15
      7.5  Opinion of Counsel                                             15
      7.6  Amount Increased or Contested                                  15
      7.7  Refunds                                                        16
      7.8  Joint and Several Obligation                                   16

ARTICLE VIII. - EXPENSES AND INTEREST                                     17
      8.1  Legal Fees and Other Expenses                                  17
      8.2  Interest                                                       17

ARTICLE IX. - NO SET-OFF OR MITIGATION                                    17
      9.1  No Set-off by Company                                          17
      9.2  No Mitigation                                                  18

ARTICLE X. - CONFIDENTIALITY AND NON-COMPETITION                          18
      10.1  Confidentiality                                               18
      10.2  Non-competition/ Non-Solicitation                             18
      10.3  Remedy                                                        19

ARTICLE XI. - MISCELLANEOUS                                               19
      11.1  No Assignability                                              19
      11.2  Successors                                                    19
      11.3  Payments to Beneficiary                                       19
      11.4  Non-alienation of Benefits                                    20
      11.5  Severability                                                  20
      11.6  Amendments                                                    20
      11.7  Notices                                                       20
      11.8. Counterparts                                                  21
      11.9  Governing Law                                                 21
      11.10 Captions                                                      21

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      11.11 Tax Withholding                                               21
      11.12 No Waiver                                                     21
      11.13 Entire Agreement                                              21
      11.14 Cancellation                                                  21


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                                  SAFETY-KLEEN.

                      CHANGE OF CONTROL SEVERANCE AGREEMENT


      THIS  AGREEMENT  dated as of October 6, 1999,  is made among SAFETY- KLEEN
CORP.,  a  Delaware  corporation  having  its  principal  place of  business  in
Columbia,  South  Carolina  (the  "Company"),  SAFETY-KLEEN  SERVICES,  INC.,  a
Delaware  corporation having its principal place of business in Columbia,  South
Carolina and a wholly owned  subsidiary of the Company  ("Services")  and (name)
(the "Executive"), a resident of SC.

      The  Company,  Services  and  the  Executive  agree  that  this  agreement
supersedes any prior agreement between any of them which  specifically  provides
benefits upon a change in control of the Company or Services,  and further agree
that, if benefits become payable to the Executive  pursuant to Article V hereof,
such benefits will be in lieu of any other severance or termination  benefits to
which the Executive  otherwise  would be entitled  under any other  severance or
termination plan, policy or arrangement of the Company or Services.

                                   ARTICLE I.
                                   PURPOSES

     The  Board of  Directors  of the  Company  (the  "Board")  and the Board of
Directors of Services have  determined  that it is in the best  interests of the
Company and its  stockholders,  and of Services,  to assure that the Company and
Services  will  have  the  continued  service  of  the  Executive,  despite  the
possibility or occurrence of a change of control of the Company or Services. The
Board believes it is imperative to reduce the  distraction of the Executive that
would result from the personal  uncertainties  caused by a pending or threatened
change of control, to encourage the Executive's full attention and dedication to
the Company and Services,  and to provide the Executive  with  compensation  and
benefits   arrangements   upon  a  change  of  control  which  ensure  that  the
expectations of the Executive will be satisfied and are  competitive  with those
of  similarly-situated  corporations.  This  Agreement is intended to accomplish
these objectives.

                                   ARTICLE II.
                               CERTAIN DEFINITIONS

     When used in this  Agreement,  the terms  specified  below  shall  have the
following meanings:

      2.1 "Accrued Obligations" -- see Section 5.3.

      2.2  "Agreement  Term"  means the  period  commencing  on the date of this
Agreement and ending on the date which is twelve (12) months  following the date
that both

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the  Company and  Services  give  notice of  cancellation  pursuant to
Section 11.14 hereof (the  "Expiration  Date");  provided,  however,  that if an
Imminent  Change of Control Date occurs  before the  Expiration  Date,  then the
Agreement Term shall automatically  extend to a date which is twelve (12) months
after the date of the Imminent  Change of Control  Date:  and provided  further,
that if a Change of Control  occurs before the  Expiration  Date, the Expiration
Date shall automatically be extended to the last day of the Post-Change Period.

      2.3 "Article" means an article of this Agreement.

      2.4 "Beneficial owner" means such term as defined in Rule 13d-3 of the SEC
under the 1934 Act.

      2.5 "Cause" - see Section 4.3(b).

      2.6 "Change of Control" means,  except as otherwise  provided  below,  the
occurrence of any of the following:

            a. (X) any person (as such term is used in Rule  13(d)- 5 of the SEC
      under the 1934 Act) or group (as such term is defined in Section  13(d) of
      the 1934 Act),  other than a Subsidiary  or any employee  benefit plan (or
      related  trust) of the Company or a  Subsidiary,  becomes  the  beneficial
      owner of 15% or more of the  common  stock  of the  Company  or of  Voting
      Securities  representing  15% or more of the combined  voting power of all
      Voting  Securities  of the  Company,  (Y)  Laidlaw  Inc.  ceases to be the
      beneficial owner,  directly or indirectly,  of 43.6% or more of the Voting
      Securities  of the  Company and (Z)  another  person or group  becomes the
      beneficial  owner of Voting  Securities of the Company  which  represent a
      larger number of Voting Securities than those held by Laidlaw Inc.
            b. within a period of 24 months or less, the individuals  who, as of
      any date,  constitute the Board (the "Incumbent  Directors") cease for any
      reason to constitute at least a majority of the Board unless at the end of
      such period,  the majority of individuals then constituting the Board were
      nominated  upon  the   recommendation  of  a  majority  of  the  Incumbent
      Directors.
            c. the sale or other  disposition of all or substantially all of the
      assets of the Company or Services.
            d. the sale or other  disposition  by the  Company of 50% or more of
      the Voting  Securities of Services or any other  transaction which results
      in any person,  other than the  Company or a  subsidiary  or any  employee
      benefit plan of the Company,  becoming the beneficial owner of 50% or more
      of the Voting Securities of Services.

      2.7 "Code" means the Internal Revenue Code of 1986, as amended.

      2.8 "Disability" -- see Section 4.1(b).

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      2.9  "Effective  Date"  means the first  date on which a Change of Control
occurs  during the Agreement  Term.  Despite  anything in this  Agreement to the
contrary,  if the  Company or Services  terminates  the  Executive's  employment
before  the  date  of a  Change  of  Control,  and if the  Executive  reasonably
demonstrates  that such  termination  of employment  (a) was at the request of a
third party who had taken steps  reasonably  calculated  to effect the Change of
Control or (b) otherwise  arose in connection with or anticipation of the Change
of Control,  then "Effective  Date" shall mean the date  immediately  before the
date of such termination of employment.

      2.10 "Employer"  means whichever of the Company or Services is the primary
common-law employer of the Executive at the relevant time.

      2.11 "Good Reason" -- see Section 4.4(b).

      2.12 "Gross-up Payment" -- see Section 7.1.

      2.13 "Imminent  Change of Control Date" means any date on which occurs (a)
a presentation to the Company's  stockholders  generally or any of the Company's
directors or executive  officers of a proposal or offer for a Change of Control,
or (b) the public announcement (whether by advertisement,  press release,  press
interview, public statement, SEC filing or otherwise) of a proposal or offer for
a Change of  Control,  and in case of either (a) or (b) such  proposal  or offer
remains effective and unrevoked.

      2.14 "IRS" means the Internal Revenue Service.

      2.15  "1934 Act" means the Securities Exchange Act of 1934.

      2.16 "Notice of  Termination"  means a written  notice given in accordance
with  Section 11.7 which sets forth (a) the  specific  termination  provision in
this  Agreement  relied upon by the party giving such notice,  (b) in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the  Executive's  employment  under such  termination  provision  and (c) if the
Termination  Date  is  other  than  the  date  of  receipt  of  such  Notice  of
Termination, the Termination Date.

      2.17 "Plans" means plans,  programs,  policies or practices of the Company
and Services.

      2.18 "Policies" means policies, practices or procedures of the Company and
Services.

      2.19  "Post-Change  Period"  means the period  commencing on the Effective
Date and ending on the third anniversary of such date.

      2.20 "SEC" means the Securities and Exchange Commission.


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      2.21 "Section" means, unless the context otherwise requires,  a section of
this Agreement.

      2.22 "Subsidiary"  means a corporation as defined in Section 424(f) of the
Code with the Company being treated as the employer  corporation for purposes of
this definition.

      2.23  "Termination  Date"  means  the date of  receipt  of the  Notice  of
Termination  or any later date specified in such notice (which date shall be not
more  than 15 days  after  the  giving  of such  notice),  as the  case  may be;
provided,   however,  that  (a)  if  the  Company  or  Services  terminates  the
Executive's employment other than for Cause or Disability,  then the Termination
Date shall be the date of receipt of such Notice of  Termination  and (b) if the
Executive's employment is terminated by reason of death or Disability,  then the
Termination  Date shall be the date of death of the Executive or the "Disability
Effective Date" (as defined in Section 4.1), as the case may be.

      2.24 "Termination Performance Period" - see Section 3.2(b)(2).

      2.25  "Voting  Securities"  of a  corporation  means  securities  of  such
corporation  that are entitled to vote generally in the election of directors of
such corporation.

                                  ARTICLE III.
                         POST-CHANGE PERIOD PROTECTIONS

      3.1 Position and Duties.

            a. During the Post-Change Period, (1) the Executive's  position with
      the Company and  Services,  (in the case of a Change of Control  involving
      the  Company)  or with  Services  (in  the  case of a  Change  of  Control
      involving Services) (including offices, titles, reporting requirements and
      responsibilities),  authority and duties shall be at least commensurate in
      all material  respects with the most significant of those held,  exercised
      and assigned at any time during the 90-day period  immediately  before the
      Effective Date and (2) the Executive's  services shall be performed at the
      location where the Executive was employed immediately before the Effective
      Date or any other location less than 40 miles from such former location.

            b.  During  the  Post-Change  Period  (other  than  any  periods  of
      vacation,  sick leave or  disability  to which the Executive is entitled),
      the Executive  agrees to devote the Executive's full attention and time to
      the business  and affairs of the Company and  Services  and, to the extent
      necessary to discharge the duties  assigned to the Executive in accordance
      with this  Agreement,  to use the  Executive's  best  efforts  to  perform
      faithfully and efficiently such duties. During the Post-Change Period, the
      Executive  may (1)  serve on  corporate,  civic or  charitable  boards  or
      committees, (2) deliver lectures, fulfill speaking engagements or teach at
      educational  institutions and (3) manage personal investments,  so long as
      such  activities  are  consistent  with the  Policies  of the  Company  or
      Services at the Effective Date and do not significantly


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      interfere  with the  performance  of the  Executive's  duties  under  this
      Agreement.  To the extent that any such  activities have been conducted by
      the  Executive  before the  Effective  Date and were  consistent  with the
      Policies of the Company and Services at the Effective  Date, the continued
      conduct of such  activities  (or  activities  similar in nature and scope)
      after  the  Effective  Date  shall not be  deemed  to  interfere  with the
      performance of the Executive's duties under this Agreement.

      3.2   Compensation.

            a. Base  Salary.  During the  Post-Change  Period,  the  Company and
      Services  shall pay or cause to be paid to the  Executive  an annual  base
      salary in cash ("Guaranteed Base Salary"), which shall be paid in a manner
      consistent   with  the  Company's  or  Services'  (as  applicable  to  the
      Executive)  payroll practices in effect  immediately  before the Effective
      Date at a rate at least equal to 12 times the highest  monthly base salary
      paid or payable to the Executive by the Company and Services in respect of
      the 12-month  period  immediately  before the Effective  Date.  During the
      Post-Change  Period, the Guaranteed Base Salary shall be reviewed at least
      annually and shall be increased at any time and from time to time as shall
      be substantially consistent with increases in base salary awarded to other
      peer  executives of the Company and  Services.  Any increase in Guaranteed
      Base Salary shall not limit or reduce any other  obligation of the Company
      and  Services  to the  Executive  under  this  Agreement.  After  any such
      increase,  the  Guaranteed  Base Salary  shall not be reduced and the term
      "Guaranteed Base Salary" shall thereafter refer to the increased amount.

            b. Target  Bonus.  During the  Post-Change  Period,  the Company and
      Services  shall  pay or cause  to be paid to the  Executive  a bonus  (the
      "Guaranteed  Bonus")  for each  Performance  Period  which ends during the
      Post-Change  Period.  "Performance  Period"  means  each  period  of  time
      designated  in  accordance  with any bonus  arrangement  of the Company or
      Services  ("Bonus Plan") which is based upon  performance  and approved by
      the Board or any committee of the Board.  The Guaranteed Bonus shall be at
      least equal to the greatest of:

            (1)   the On Plan  Bonus,  which shall mean the cash bonus which the
                  Executive   would   accrue   under  any  Bonus  Plan  for  the
                  Performance  Period for which the Guaranteed  Bonus is awarded
                  ("Current  Performance Period") as if the performance achieved
                  100% of plan  established  pursuant to such Bonus Plan and the
                  maximum level of the discretionary portion is achieved;

            (2)   the  Actual  Bonus,  which  shall  mean the cash  bonus  which
                  Executive  would  accrue  under any Bonus Plan for the Current
                  Performance  Period  if the  performance  during  the  Current
                  Performance  Period  were  measured  by  actual   performance;
                  provided,  however,  that for  purposes  of  Article V of this
                  Agreement,  the  Actual  Bonus for the  Performance  Period in
                  which  the   Termination   Date  occurred  (the   "Termination



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                  Performance  Period")  shall not be less  than the cash  bonus
                  which the  Executive  would  accrue  under  any Bonus  Plan if
                  performance  during that Termination  Performance  Period were
                  measured  by the actual  performance  during  the  Termination
                  Performance  Period before the  Termination  Date projected to
                  the last day of such Performance  Period and the maximum level
                  of the discretionary portion is achieved; and

             (3)  the Historical  Bonus,  which shall mean the greatest bonus
                  that the Executive accrued under any Bonus Plan in the last
                  three  (3)  Performance   Periods  that  ended  before  the
                  Post-Change Period; provided, however, that for purposes of
                  Article V of this Agreement,  the Historical  Bonus for the
                  Performance  Period in which the Termination  Date occurred
                  shall not be less than the cash  bonus  that the  Executive
                  accrued in the last  Performance  Period that ended  before
                  the Termination Date.

            c.  Incentive,   Savings  and  Retirement   Plans.  In  addition  to
      Guaranteed  Base Salary and  Guaranteed  Bonus payable as provided in this
      Section,  the  Executive  shall be  entitled  to  participate  during  the
      Post-Change  Period in all  incentive  (including  long-term  incentives),
      savings and retirement  Plans  applicable to other peer  executives of the
      Company  and  Services,  but in no event  shall  such  Plans  provide  the
      Executive with incentive  (including  long-term  incentives),  savings and
      retirement benefits which are less favorable,  in the aggregate,  than the
      most  favorable  of those  provided  by the  Company  or  Services  to the
      Executive or to peer executives  under such Plans as in effect at any time
      during the 90-day period immediately before the Effective Date.

            d.  Welfare  Benefit  Plans.  During  the  Post-Change  Period,  the
      Executive and the Executive's  family shall be eligible to participate in,
      and receive all benefits  under,  welfare  benefit  Plans  provided by the
      Company and Services(including, without limitation, medical, prescription,
      dental,   disability,   individual  life,  group  life,   dependent  life,
      accidental  death and travel accident  insurance  Plans) and applicable to
      other peer executives of the Company and Services and their families,  but
      in no event shall such Plans provide  benefits  which in any case are less
      favorable, in the aggregate,  than the most favorable of those provided to
      the Executive or to peer  executives  under such Plans as in effect at any
      time during the 90-day period immediately before the Effective Date.

            e. Fringe  Benefits.  During the Post-Change  Period,  the Executive
      shall be entitled to fringe  benefits and other  executive  perquisites in
      accordance with the most favorable Plans  applicable to peer executives of
      the Company and Services,  but in no event shall such Plans provide fringe
      benefits  and  other  executive  perquisites  which  in any  case are less
      favorable, in the aggregate,  than the most favorable of those provided by
      the Company and Services to the Executive or to peer executives under such
      Plans in effect at any time during the 90-day  period  immediately  before
      the Effective Date.


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            f. Expenses.  During the Post-Change  Period, the Executive shall be
      entitled  to prompt  reimbursement  of all  reasonable  employment-related
      expenses  incurred by the  Executive  upon the  Company's or Services' (as
      applicable)  receipt of accountings in accordance  with the most favorable
      Policies applicable to peer executives of the Company and Services, but in
      no event shall such Policies be less favorable, in the aggregate, than the
      most  favorable  of those  provided  by the  Company  and  Services to the
      Executive or to peer executives  under such Policies in effect at any time
      during the 90-day period immediately before the Effective Date.

            g. Office and Support  Staff.  During the  Post-Change  Period,  the
      Executive  shall be  entitled  to an office or  offices of a size and with
      furnishings and other appointments,  and to exclusive personal secretarial
      and  other  assistance  in  accordance  with the most  favorable  Policies
      applicable to peer executives of the Company and Services, but in no event
      shall such Policies be less  favorable,  in the  aggregate,  than the most
      favorable of those  provided by the Company and Services to the  Executive
      or to peer executives under such Policies in effect at any time during the
      90-day period immediately before the Effective Date.

            h. Vacation.  During the Post-Change  Period, the Executive shall be
      entitled to paid vacation in accordance  with the most favorable  Policies
      applicable to peer executives of the Company and Services, but in no event
      shall such Policies be less  favorable,  in the  aggregate,  than the most
      favorable of those  provided by the Company and Services to the  Executive
      or to peer executives under such Policies in effect at any time during the
      90-day period immediately before the Effective Date.

      3.3   Stock Options.

      In  addition  to the  other  benefits  provided  in this  Section,  on the
Effective  Date, the Employer shall pay to the Executive a lump-sum cash payment
equal to the spread (fair market value over exercise  price) of all  outstanding
options  granted  to the  Executive  for shares of common  stock of the  Company
whether vested or not vested on the Effective Date. Whichever of the Company and
Services  is not the  Employer,  shall be jointly and  severally  liable for the
obligation of the Employer under this Section 3.3.

      3.4  Excess/Supplemental  Plans.  (Note: This Section 3.4 is applicable if
and  only if  your  participation  in the  Safety-Kleen  Supplemental  Executive
Retirement Plan is approved by the Human Resources and Compensation Committee of
the Company's Board of Directors)

      In  addition  to the  other  benefits  provided  in this  Section,  on the
Effective Date, the Employer shall pay to Executive an amount equal to the value
(determined  using  (i) the  interest  rate  published  by the  PBGC,  as of the
calendar month immediately prior to the Effective Date, for the specific purpose
of determining  the present value of lump sum benefits as discussed in 29 C.F.R.
4044 and (ii) the UP 84 Mortality Table) of the

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Executive's accrued benefits under (1) the Safety-Kleen  Supplemental  Executive
Retirement Plan, or (2) any such successor plan or other  nonqualified  unfunded
retirement  Plan as may be in effect as of (or as may have been in effect at any
time  during the 90-day  period  immediately  before)  the  Effective  Date (the
"Excess/Supplemental Plans"), irrespective of whether or not Executive is vested
therein, and without any reduction for early retirement, early payout and social
security  benefits,  and taking into account for benefit accrual  purposes,  the
Executive's  period of service  with the Company  beginning  February  22, 1989.
Whichever of the Company and Services is not the Employer,  shall be jointly and
severally liable for the obligation of the Employer under this Section 3.4.

                                   ARTICLE IV.
                            TERMINATION OF EMPLOYMENT

      4.1 Disability.

            a. During the  Post-Change  Period,  the Employer may  terminate the
      Executive's  employment  upon the  Executive's  Disability  (as defined in
      Section  4.1(b)) by giving the Executive or his legal  representative,  as
      applicable,  (1) written  notice in  accordance  with  Section 11.7 of the
      Employer's  intention to terminate the Executive's  employment pursuant to
      this Section and (2) a certification  of the  Executive's  Disability by a
      physician  selected  by  the  Employer  or  its  insurers  and  reasonably
      acceptable to the Executive or the Executive's legal  representative.  The
      Executive's  employment  shall  terminate  effective  on the 30th day (the
      "Disability  Effective Date") after the Executive's receipt of such notice
      unless,  before the Disability  Effective  Date, the Executive  shall have
      resumed the full-time performance of the Executive's duties.

            b. "Disability" means any medically  determinable physical or mental
      impairment  that has lasted for a  continuous  period of not less than six
      months and can be expected to be permanent or of indefinite duration.  and
      that  renders  the  Executive  unable to perform the  essential  functions
      required under this Agreement with or without reasonable accommodation.

      4.2 Death. The Executive's  employment shall terminate  automatically upon
      the Executive's death during the Post-Change Period.

      4.3   Cause.
            a. During the  Post-Change  Period,  the Employer may  terminate the
      Executive's employment for Cause.

            b.  "Cause"  means  any  of the  following:  (i)  conviction  of the
      Executive of, or the  Executive's  pleading  guilty or nolo contendere to,
      any  felony  which  includes  as an  element  of the crime a  premeditated
      intention  to commit the act,  (ii)  Executive's  inability to perform his
      duties due to habitual alcohol or drug addiction, (iii) serious

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      misconduct involving  dishonesty in the course of Executive's  employment,
      or (iv) the Executive's habitual neglect of his duties;  except that Cause
      shall not mean:

                  (1) bad judgment or negligence other than habitual neglect
                   of duty;

                  (2) any act or  omission  believed  by the  Executive  in good
                  faith to have been in or not  opposed to the  interest  of the
                  Company and Services (without intent of the Executive to gain,
                  directly or  indirectly,  a profit to which the  Executive was
                  not legally entitled);

                  (3) any act or omission with respect to which a  determination
                  could  properly have been made by the Board that the Executive
                  met the applicable  standard of conduct for indemnification or
                  reimbursement  under the Company's or Services'  by-laws,  any
                  applicable  indemnification  agreement,  or applicable law, in
                  each case in effect at the time of such act or omission; or

                  (4) any act or  omission  with  respect  to  which  notice  of
                  termination  of employment of the Executive is given more than
                  12 months after the  earliest  date on which any member of the
                  Board, not a party to the act or omission, knew or should have
                  known of such act or omission.

            c. Any termination of the Executive's employment by the Employer for
      Cause shall be communicated to the Executive by a Notice of Termination.

      4.4   Good Reason.

            a. During the Post-Change Period, the Executive may terminate his or
      her employment for Good Reason.

            b. "Good Reason" means any of the following:

                  (1) the assignment to the Executive of any duties inconsistent
                  in  any  respect  with  the  Executive's  position  (including
                  offices,  titles, reporting requirements or responsibilities),
                  authority or duties as contemplated by Section 3.1 (a)(1),  or
                  any other action by the Company or Services which results in a
                  diminution  on  or  other  material  adverse  change  in  such
                  position, authority or duties;

                  (2) any  failure by the Company or Services to comply with any
                  of the provisions of Article III;

                  (3) the  Company's or Services'  requiring the Executive to be
                  based at any  office  or  location  other  than  the  location
                  described in Section 3.1(a)(2);

                                                                               9
<PAGE>

                  (4)  any  other  material  adverse  change  to the  terms  and
                  conditions of the Executive's employment; or

                  (5)  any  purported   termination   by  the  Employer  of  the
                  Executive's  employment  other than as expressly  permitted by
                  this Agreement (any such  purported  termination  shall not be
                  effective for any other purpose under this Agreement).

      Any  reasonable  determination  of "Good Reason" made in good faith by the
Executive shall be conclusive.

            c. Any  termination  of  employment by the Executive for Good Reason
      shall be  communicated  to the  Employer  by a Notice  of  Termination.  A
      passage of time prior to delivery of a Notice of  Termination or a failure
      by the  Executive  to  include in the  Notice of  Termination  any fact or
      circumstance which contributes to a showing of Good Reason shall not waive
      any right of the Executive  under this Agreement or preclude the Executive
      from asserting such fact or  circumstance  in enforcing  rights under this
      Agreement.

                                   ARTICLE V.
                  OBLIGATIONS OF THE EMPLOYER UPON TERMINATION

      5.1 If by the Executive for Good Reason or by the Employer  Other Than for
Cause or  Disability.  If, during the  Post-Change  Period,  the Employer  shall
terminate Executive's  employment other than for Cause or Disability,  or if the
Executive  shall  terminate  employment  for Good  Reason,  the  Employer  shall
immediately pay the Executive, in addition to all vested rights arising from the
Executive's  employment  as specified in Article III, a cash amount equal to the
sum of the following amounts:

            a. to the extent not previously paid, the Guaranteed Base Salary and
     any accrued vacation pay through the Termination Date;

            b. the  difference  between  (1) the  product of (A) the  Guaranteed
     Bonus,  multiplied by (B) a fraction,  the numerator of which is the number
     of days in the  Termination  Performance  Period which  elapsed  before the
     Termination  Date, and the denominator of which is the total number of days
     in the Termination Performance Period, and (2) the amount of any Guaranteed
     Bonus  previously  paid to the  Executive  with respect to the  Termination
     Performance Period;

            c. all amounts  previously  deferred by or an accrual to the benefit
     of the Executive under any  nonqualified  deferred  compensation or pension
     plan,  together with any accrued earnings thereon,  and not yet paid by the
     Company or Services;

            d. an amount equal to the product of (1) three (3) multiplied by (2)
     the


                                                                              10
<PAGE>

     sum of (A) the Guaranteed Base Salary and (B) the Guaranteed Bonus;

            e. an amount equal to the sum of the value of the  unvested  portion
     of the  Executive's  accounts or accrued  benefits under any qualified plan
     maintained by the Company or Services, as of the Termination Date;

            f. if the Company or Services  maintains  any  cash-based  long term
     incentive  bonus  plan or  arrangement,  an amount in  satisfaction  of the
     Company's or Services (as  applicable)  obligation to the  Executive  under
     such plan or arrangement  equal to the amount which would be payable to the
     Executive if (i) the Company or Services (as  applicable)  attained  target
     performance over the entire  performance  period and (ii) the Executive had
     remained employed during the entire performance period;

            g. (Note:  This  Section 5.1 (g) is  applicable  if and only if your
     participation in the Safety-Kleen Supplemental Executive Retirement Plan is
     approved by the Human Resources and Compensation Committee of the Company's
     Board of Directors) the difference between (1) an amount equal to the value
     (determined  using the  actuarial  assumptions  then applied by the Pension
     Benefit  Guaranty  Corporation  for determining  immediate  annuity present
     values) of the Executive's  accrued benefits under the  Excess/Supplemental
     Plans  (taking into account for benefit  accrual  purposes the  Executive's
     period of service with the Company beginning  February 22, 1989) calculated
     as  though  the  Executive  (A)  continued  to  accrue  benefits  under the
     Excess/Supplemental Plans for a period of three years after the Termination
     Date,  and (B) received  compensation  during each year of such  three-year
     period  equal to the sum of the  Guaranteed  Base  Salary  and the  highest
     Guaranteed  Bonus paid (or  payable)  to the  Executive  in the three years
     preceding the Termination Date, and (C) were three (3) years older than his
     age at the Termination Date and (2) the amount actually  previously paid to
     Executive  pursuant  to  Section  3.4;  provided  however,  that the amount
     computed  under this paragraph  shall not be reduced for early  retirement,
     early payout and social security benefits; further provided,  however, that
     such amount shall be paid  irrespective  of whether  Executive is vested in
     any of the Excess/ Supplemental Plans; and

           h.     pay Executive outplacement services, to a maximum of $25,000.

      Until the third  anniversary of the Termination Date or such later date as
  any Plan of the Company or Services may specify,  the Employer  shall continue
  to provide to the Executive and the provide to the Executive's  family welfare
  benefits  (including,  without  limitation,  medical,  prescription,   dental,
  disability,  individual life, group life, accidental death and travel accident
  insurance   plans  and  programs),   fringe   benefits  and  other   executive
  perquisites,  which are at least as favorable as the most  favorable  Plans of
  the Company and Services applicable to Executive and other peer executives and
  their  families  as of the  Termination  Date,  but which are in no event less
  favorable than the most favorable Plans of the Company and Services applicable
  to the  Executive  and other peer  executives  and their  families  during the
  90-day period immediately before the Effective Date. The cost to the

                                                                              11
<PAGE>

  Executive of such welfare  benefits shall not exceed the cost of such benefits
  to the Executive  immediately  before the  Termination  Date or, if less,  the
  Effective  Date.  Notwithstanding  the foregoing,  if the Executive is covered
  under any  medical,  life,  or  disability  insurance  plan(s)  provided  by a
  subsequent  employer,  then the amount of coverage  required to be provided by
  the Employer  hereunder  shall be  secondary  to the coverage  provided by the
  subsequent  employer's  medical,  life, or disability  insurance plan(s).  The
  Executive's rights under this Section shall be in addition to, and not in lieu
  of,  any  post-termination  continuation  coverage  or  conversion  rights the
  Executive may have pursuant to applicable law,  including  without  limitation
  continuation  coverage  required by Section  4980B of the Code and Section 601
  et. seq. of the Employee Retirement Income Security Act of 1974, as amended.

      5.2  If by  the  Employer  for  Cause.  If  the  Employer  terminates  the
  Executive's employment for Cause during the Post-Change Period, this Agreement
  shall terminate  without further  obligation by the Employer to the Executive,
  other  than  the  obligation  immediately  to pay the  Executive  in cash  the
  Executive's  Guaranteed  Base Salary through the  Termination  Date,  plus the
  amount of any  compensation  previously  deferred by the  Executive,  plus any
  accrued vacation pay, in each case to the extent not previously paid.

      5.3 If by the  Executive  Other  Than for Good  Reason.  If the  Executive
  terminates  employment  during  the  Post-Change  Period  other  than for Good
  Reason,  Disability or death,  this Agreement shall terminate  without further
  obligations by the Employer,  other than the obligation immediately to pay the
  Executive  in cash all amounts  specified  in clauses  (a), (b) and (c) of the
  first  sentence  of  Section  5.1 (such  amounts  collectively,  the  "Accrued
  Obligations").

      5.4 If by the Employer for  Disability.  If the  Employer  terminates  the
  Executive's  employment  by reason of the  Executive's  Disability  during the
  Post-Change Period, this Agreement shall terminate without further obligations
  to the Executive, other than

            (a) the  Employer's  obligation  immediately to pay the Executive in
      cash all Accrued Obligations, and

            (b) the  Executive's  right after the  Disability  Effective Date to
      receive disability and other benefits at least equal to the greater of (1)
      those  provided under the most favorable  disability  Plans  applicable to
      peer  executives of the Company or Services in effect  immediately  before
      the  Termination  Date or (2)  those  provided  under  the most  favorable
      disability  Plans of the Company and Services in effect at any time during
      the 90-day period immediately before the Effective Date.

      5.5 If upon Death. If the  Executive's  employment is terminated by reason
  of the Executive's death during the Post-Change  Period,  this Agreement shall
  terminate without further obligations to the Executive's legal representatives
  under this Agreement, other than the obligation of the Employer immediately to
  pay the  Executive's  estate or beneficiary  in cash all Accrued  Obligations.
  Despite  anything in this Agreement to the contrary,  the

                                                                              12
<PAGE>

  Executive's family shall be entitled to receive benefits at least equal to the
  most favorable  benefits provided by the Company and Services to the surviving
  families of peer  executives of the Company or Services under such Plans,  but
  in no event  shall such  Plans  provide  benefits  which in each case are less
  favorable, in the aggregate,  than the most favorable of those provided by the
  Company and Services to the  Executive  under such Plans in effect at any time
  during the 90-day period immediately before the Effective Date.

      5.6 Joint and Several Obligation. Whichever of the Company and Services is
  not the Employer shall be jointly and severally  liable for the obligations of
  the Employer under this Article V.



                                   ARTICLE VI.
                            NON-EXCLUSIVITY OF RIGHTS

      6.1 Waiver of Other Severance Rights. To the extent that payments are made
  to the  Executive  pursuant to Section 5.1, the  Executive  hereby  waives the
  right to receive  severance  payments under any other Plan or agreement of the
  Company or Services.

      6.2 Other  Rights.  Except as  provided  in Section  6.1 and in the second
  paragraph of this  Agreement,  this  Agreement  shall not prevent or limit the
  Executive's  continuing  or  future  participation  in  any  benefit,   bonus,
  incentive or other Plans,  provided by the Company or any of its  Subsidiaries
  and for which the Executive  may qualify,  nor shall this  Agreement  limit or
  otherwise  affect  such  rights  as the  Executive  may have  under  any other
  agreements  with the  Company or any of its  Subsidiaries.  Amounts  which are
  vested benefits or which the Executive is otherwise  entitled to receive under
  any Plan of the Company or any of its  Subsidiaries  and any other  payment or
  benefit  required by law at or after the Termination  Date shall be payable in
  accordance  with such Plan or applicable  law except as expressly  modified by
  this Agreement.

                                  ARTICLE VII.
                   CERTAIN ADDITIONAL PAYMENTS BY THE EMPLOYER

      7.1 Gross-up for Certain  Taxes.  If it is determined  (by the  reasonable
  computation of the Employer's independent auditors, which determinations shall
  be  certified  to by such  auditors  and set  forth in a  written  certificate
  ("Certificate")  delivered  to the  Executive)  that any  benefit  received or
  deemed received by the Executive from the Company or Services pursuant to this
  Agreement  or  otherwise  (collectively,  the  "Payments")  is or will  become
  subject to any excise tax under  Section  4999 of the Code or any  similar tax
  payable  under any  United  States  federal,  state,  local or other law (such
  excise tax and all such similar taxes collectively,  "Excise Taxes"), then the
  Employer shall,  immediately  after such  determination,  pay the Executive an
  amount (the "Gross-up Payment") equal to the product of



                                                                              13
<PAGE>

            (a) the amount of such Excise Taxes

  multiplied by

            (b) the Gross-up Multiple (as defined in Section 7.4).

      The  Gross-up  Payment is intended to  compensate  the  Executive  for the
  Excise Taxes and any federal,  state, local or other income or excise taxes or
  other taxes payable by the Executive with respect to the Gross-up Payment.

      The Executive or the Employer may at any time request the  preparation and
  delivery to the Executive of a Certificate. The Employer shall, in addition to
  complying with Section 7.2, cause all determinations and certifications  under
  the Article to be made as soon as reasonably  possible and in adequate time to
  permit  the  Executive  to prepare  and file the  Executive's  individual  tax
  returns on a timely basis.

      7.2  Determination by the Executive.

            a. If the  Employer  shall  fail to  deliver  a  Certificate  to the
      Executive (and to pay to the Executive the amount of the Gross-up Payment,
      if any)  within 14 days  after  receipt  from the  Executive  of a written
      request  for a  Certificate,  or if at any  time  following  receipt  of a
      Certificate the Executive  disputes the amount of the Gross-up Payment set
      forth therein, the Executive may elect to demand the payment of the amount
      which the  Executive,  in  accordance  with an  opinion  of counsel to the
      Executive  ("Executive  Counsel  Opinion"),  determines to be the Gross-up
      Payment. Any such demand by the Executive shall be made by delivery to the
      Employer  of  a  written  notice  which  specifies  the  Gross-up  Payment
      determined  by the Executive and an Executive  Counsel  Opinion  regarding
      such Gross-up Payment (such written notice and opinion  collectively,  the
      "Executive's  Determination").  Within  14  days  after  delivery  of  the
      Executive's  Determination to the Employer, the Employer shall either (1 )
      pay the  Executive  the  Gross-up  Payment  set  forth in the  Executive's
      Determination (less the portion of such amount, if any, previously paid to
      the  Executive  by  the  Employer)  or (2)  deliver  to  the  Executive  a
      Certificate  specifying the Gross-up Payment  determined by the Employer's
      independent  auditors,  together with an opinion of the Employer's counsel
      (" Employer Counsel Opinion"),  and pay the Executive the Gross-up Payment
      specified in such  Certificate.  If for any reason the  Employer  fails to
      comply with clause (2) of the  preceding  sentence,  the Gross-up  Payment
      specified in the  Executive's  Determination  shall be controlling for all
      purposes.

            b. If the  Executive  does not make a request  for, and the Employer
        does not deliver to the Executive,  a Certificate,  the Employer  shall,
        for  purposes  of  Section  7.3,  be deemed to have  determined  that no
        Gross-up Payment is due.

                                                                              14
<PAGE>

       7.3 Additional  Gross-up Amounts.  If, despite the initial  conclusion of
the Employer  and/or the Executive that certain  Payments are neither subject to
Excise Taxes nor to be counted in determining whether other Payments are subject
to Excise Taxes (any such item, a "Non-Parachute  Item"), it is later determined
(pursuant to the subsequently-enacted  provisions of the Code, final regulations
or  published  rulings  of the  IRS,  final  judgment  of a court  of  competent
jurisdiction   or  the  Employer's   independent   auditors)  that  any  of  the
Non-Parachute  Items  are  subject  to Excise  Taxes,  or are to be  counted  in
determining  whether any Payments are subject to Excise  Taxes,  with the result
that the amount of Excise  Taxes  payable by the  Executive  is greater than the
amount  determined by the Employer or the  Executive  pursuant to Section 7.1 or
7.2, as  applicable,  then the Employer shall pay the Executive an amount (which
shall also be deemed a Gross-up  Payment) equal to the product of

              (a)    the sum  of(1)  such  additional  Excise  Taxes and (2) any
                     interest,   fines,  penalties,   expenses  or  other  costs
                     incurred  by the  Executive  as a result of having  taken a
                     position in accordance with a  determination  made pursuant
                     to Section 7.1

  multiplied by

              (b)    the Gross-up Multiple.

      7.4 Gross-up Multiple.  The Gross-up Multiple shall equal a fraction,  the
numerator of which is one (1.0), and the denominator of which is one (1.0) minus
the sum,  expressed as a decimal fraction,  of the rates of all federal,  state,
local and other  income and other taxes and any Excise Taxes  applicable  to the
Gross-up Payment.  (If different rates of tax are applicable to various portions
of a Gross-up Payment, the weighted average of such rates shall be used.)

     7.5 Opinion of Counsel.  "Executive  Counsel Opinion" means a legal opinion
of  nationally  recognized  executive  compensation  counsel  that  there  is  a
reasonable basis to support a conclusion that the Gross-up Payment determined by
the  Executive has been  calculated  in accord with this Article and  applicable
law. " Employer Counsel Opinion" means a legal opinion of nationally  recognized
executive compensation counsel that (a) there is a reasonable basis to support a
conclusion that the Gross-up  Payment set forth of the Certificate of Employer's
independent  auditors  has been  calculated  in  accord  with this  Article  and
applicable law, and (b) there is no reasonable  basis for the calculation of the
Gross-up Payment determined by the Executive.

     7.6 Amount Increased or Contested.  The Executive shall notify the Employer
in  writing  of any  claim  by the  IRS  or  other  taxing  authority  that,  if
successful,  would  require the payment by the  Employer of a Gross-up  Payment.
Such  notice  shall  include the nature of such claim and the date on which such
claim is due to be  paid.  The  Executive  shall  give  such  notice  as soon as
practicable,  but no later than 10  business  days,  after the  Executive  first
obtains actual knowledge of such claim;  provided,  however, that any failure to
give or delay in giving  such notice  shall  affect the  Employer's  obligations
under this Article only if and to the extent that such failure results in actual
prejudice to the Employer.  The Executive  shall

                                                                              15
<PAGE>

not pay such claim less than 30 days after the  Executive  gives such  notice to
the Employer (or, if sooner, the date on which payment of such claim is due). If
the Employer  notifies the  Executive in writing  before the  expiration of such
period that it desires to contest such claim, the Executive shall:

            a.    give  the  Employer  any  information   that  it  reasonably
      requestsrelating to such claim,

            b. take such action in connection  with contesting such claim as the
      Employer  reasonably  requests  in writing  from time to time,  including,
      without  limitation,  accepting legal  representation with respect to such
      claim by an attorney reasonably selected by the Employer,

            c.  cooperate with the Employer in good faith to contest such claim,
      and

            d.    permit the  Employer  to  participate  in any  proceedings
      relating to such claim;

      provided, however, that the Employer shall bear and pay directly all costs
      and expenses  (including  additional  interest and penalties)  incurred in
      connection  with such contest and shall  indemnify  and hold the Executive
      harmless,  on an  after-tax  basis,  for any  Excise  Tax or  income  tax,
      including  related  interest  and  penalties,  imposed as a result of such
      representation  and payment of costs and  expenses.  Without  limiting the
      foregoing,  the Employer shall control all  proceedings in connection with
      such  contest  and, at its sole  option,  may pursue or forego any and all
      administrative  appeals,  proceedings,  hearings and conferences  with the
      taxing  authority  in respect of such claim and may,  at its sole  option,
      either direct the Executive to pay the tax claimed and sue for a refund or
      contest  the claim in any  permissible  manner.  The  Executive  agrees to
      prosecute  such  contest  to a  determination  before  any  administrative
      tribunal,  in a court of initial jurisdiction and in one or more appellate
      courts, as the Employer shall determine;  provided,  however,  that if the
      Employer directs the Executive to pay such claim and sue for a refund, the
      Employer shall advance the amount of such payment to the Executive,  on an
      interest-free  basis and shall  indemnify the  Executive,  on an after-tax
      basis,  for any Excise Tax or income tax,  including  related  interest or
      penalties, imposed with respect to such advance; and further provided that
      any extension of the statute of  limitations  relating to payment of taxes
      for the taxable year of the Executive with respect to which such contested
      amount is claimed to be due is limited  solely to such  contested  amount.
      The  Employer's  control of the  contest  shall be limited to issues  with
      respect to which a Gross-up Payment would be payable.  The Executive shall
      be  entitled  to settle or  contest,  as the case may be, any other  issue
      raised by the IRS or other taxing authority.

       7.7 Refunds. If, after the receipt by the Executive of an amount advanced
by the  Employer  pursuant to Section  7.6, the  Executive  becomes  entitled to
receive any refund with

                                                                              16
<PAGE>

respect to such claim, the Executive shall (subject to the Employer's  complying
with the  requirements  of Section 7.6)  promptly pay the Employer the amount of
such refund  (together  with any interest  paid or credited  thereon after taxes
applicable  thereto).  If,  after  the  receipt  by the  Executive  of an amount
advanced by the Employer  pursuant to Section 7.6, a determination  is made that
the Executive shall not be entitled to any refund with respect to such claim and
the Employer  does not notify the  Executive in writing of its intent to contest
such  determination  before the expiration of 30 days after such  determination,
then such  advance  shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset,  to the extent  thereof,  the amount of
Gross-up Payment required to be paid. Any contest of a denial of refund shall be
controlled by Section 7.6.

       7.8 Joint and Several  Obligation.  Whichever of the Company and Services
is not the Employer shall be jointly and severally liable for the obligations of
the Employer  under this Article VII. In the event of any assertion of liability
under this  Section 7.8 against  whichever of the Company or Services is not the
Employer,  the party against which such  liability is asserted  shall succeed to
all of the rights and obligations of the Employer under Article VII.

                                  ARTICLE VIII.
                              EXPENSES AND INTEREST

      8.1  Legal Fees and Other Expenses.

            a. If the Executive incurs legal, accounting and other fees or other
      expenses in a good faith effort to obtain  benefits  under this  Agreement
      (including,  without  limitation,  the  fees  and  other  expenses  of the
      Executive's  legal counsel and the  accounting and other fees and expenses
      in  connection  with the  delivery of the  Opinion  referred to in Article
      VII),  regardless  of  whether  the  Executive  ultimately  prevails,  the
      Employer shall reimburse the Executive on a monthly basis upon the written
      request for such fees and expenses to the extent not reimbursed  under the
      Company's and Services' officers and directors liability insurance policy,
      if any. The existence of any  controlling  case or controlling  regulatory
      law  which  is  directly  inconsistent  with  the  position  taken  by the
      Executive shall be evidence that the Executive did not act in good faith.

            b.  Reimbursement  of legal fees and expenses  shall be made monthly
      upon the written  submission of a request for reimbursement  together with
      evidence  that such fees and  expenses are due and payable or were paid by
      the  Executive.  If the Employer  shall have  reimbursed the Executive for
      legal fees and expenses and it is later  determined that the Executive was
      not acting in good faith, all amounts paid on behalf of, or reimbursed to,
      the Executive shall be promptly refunded to the Employer.

       8.2  Interest.  If the  Employer  does  not  pay  any  amount  due to the
Executive  under this  Agreement  within three days after such amount became due
and owing,  interest shall



                                                                              17
<PAGE>

accrue on such  amount  from the date it became due and owing  until the date of
payment at a annual rate equal to two percent  (2.0%) above the base  commercial
lending rate announced by The Bank of America in effect from time to time during
the period of such nonpayment.

       8.3 Joint and Several  Obligation.  Whichever of the Company and Services
is not the Employer shall be jointly and severally liable for the obligations of
the Employer  under this Article  VIII.  The right of refund  referred to in the
last  sentence  of Section  8.1 b. shall  inure to  whichever  of the Company or
Services originally paid the reimbursement to the Executive.

                                   ARTICLE IX.
                            NO SET-OFF OR MITIGATION

      9.1 No Set-off by Company or Services.  The  Executive's  right to receive
when due the payments and other  benefits  provided for under this  Agreement is
absolute,  unconditional  and  subject to no set-off,  counterclaim  or legal or
equitable defense.  Time is of the essence in the performance by the Company and
Services of their obligations under this Agreement.  Any claim which the Company
or  Services  may have  against  the  Executive,  whether  for a breach  of this
Agreement or otherwise,  shall be brought in a separate action or proceeding and
not as part of any action or proceeding  brought by the Executive to enforce any
rights against the Company or Services under this Agreement.

      9.2 No Mitigation.  The Executive  shall not have any duty to mitigate the
amounts  payable by the Company or Services  under this Agreement by seeking new
employment following  termination.  Except as specifically otherwise provided in
this  Agreement,  all amounts  payable  pursuant to this Agreement shall be paid
without  reduction  regardless of any amounts of salary,  compensation  or other
amounts  which may be paid or  payable  to the  Executive  as the  result of the
Executive's employment by another employer.

                                   ARTICLE X.
                       CONFIDENTIALITY AND NON-COMPETITION

      10.1 Confidentiality.  Executive acknowledges that it is the policy of the
Company and its Subsidiaries to maintain as secret and confidential all valuable
and unique information and techniques acquired, developed or used by the Company
and its  Subsidiaries  relating to their  business,  operations,  employees  and
customers,  which gives the Company and its Subsidiaries a competitive advantage
in the  businesses  in  which  the  Company  and its  Subsidiaries  are  engaged
("Confidential  Information").  Executive  recognizes that all such Confidential
Information  is  the  sole  and  exclusive  property  of  the  Company  and  its
Subsidiaries, and that disclosure of Confidential Information would cause damage
to the Company and its  Subsidiaries.  Executive agrees that, except as required
by the duties of his  employment  with the Company and/or its  Subsidiaries  and
except in connection with enforcing the Executive's  rights under this Agreement
or if  compelled by a court or  governmental  agency,  he will not,  without the
consent of the  Company,  disseminate  or

                                                                              18
<PAGE>

otherwise disclose any Confidential  Information  obtained during his employment
with the Company  and/or its  Subsidiaries  for so long as such  information  is
valuable and unique.

      10.2     Non-competition/ Non-solicitation.

            a. Executive  agrees that,  during the period of his employment with
      the Company  and/or its  Subsidiaries  and, if  Executive's  employment is
      terminated  for any  reason,  thereafter  for a  period  of one (1)  year,
      Executive  will not at any time directly or  indirectly,  in any capacity,
      engage or  participate  in, or become  employed  by or render  advisory or
      consulting or other services in connection with any Prohibited Business as
      defined in Section 10.2(d).

            b. Executive  agrees that,  during the period of his employment with
      the Company  and/or its  Subsidiaries  and, if  Executive's  employment is
      terminated  for any  reason,  thereafter  for a  period  of one (1)  year,
      Executive shall not make any financial investment,  whether in the form of
      equity  or debt,  or own any  interest,  directly  or  indirectly,  in any
      Prohibited  Business.  Nothing in this  Section  10.2(b)  shall,  however,
      restrict  Executive  from making any investment in any company whose stock
      is listed on a national  securities  exchange  or  actively  traded in the
      over-the-counter  market;  provided that (1) such investment does not give
      Executive  the  right or  ability  to  control  or  influence  the  policy
      decisions of any Prohibited  Business,  and (2) such  investment  does not
      create a conflict of interest  between  Executive's  duties  hereunder and
      Executive's interest in such investment.

            c. Executive  agrees that,  during the period of his employment with
      the Company  and/or its  Subsidiaries  and, if  Executive's  employment is
      terminated  for any  reason,  thereafter  for a  period  of one (1)  year,
      Executive  shall not (1) employ any  employee  of the  Company  and/or its
      Subsidiaries   or  (2)  interfere   with  the  Company's  or  any  of  its
      Subsidiaries'  relationship  with,  or  endeavor  to entice  away from the
      Company and/or its Subsidiaries any person,  firm,  corporation,  or other
      business  organization  who or which at any time (whether  before or after
      the date of  Executive's  termination  of  employment),  was an  employee,
      customer,  vendor or supplier of, or  maintained  a business  relationship
      with,  any  business  of the  Company  and/or its  Subsidiaries  which was
      conducted at any time during the period  commencing  one year prior to the
      termination of employment.

            d. For the purpose of this Section 10.2, "Prohibited Business" shall
      be  defined as any entity and any  branch,  office or  operation  thereof,
      which is a direct  and  material  competitor  of the  Company  and/ or its
      Subsidiaries  wherever the Company and/ or its Subsidiaries does business,
      in the United States or abroad.

      10.3 Remedy.  Executive  and the Company  specifically  agree that, in the
event that  Executive  shall  breach his  obligations  under this Article X, the
Company  and its  Subsidiaries  will suffer  irreparable  injury and no adequate
remedy for such breach, and shall be entitled to injunctive relief therefor, and
in particular,  without  limiting the  generality of the foregoing,

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the Company  shall not be  precluded  from  pursuing any and all remedies it may
have at law or in equity for breach of such obligations; provided, however, that
such  breach  shall  not in any  manner or degree  whatsoever  limit,  reduce or
otherwise  affect  the  obligations  of the  Company  and  Services  under  this
Agreement,  and  in no  event  shall  an  asserted  breach  of  the  Executive's
obligations under this Article X constitute a basis for deferring or withholding
any amounts otherwise payable to the Executive under this Agreement.

                                   ARTICLE XI.
                                  MISCELLANEOUS

       11.1 No  Assignability.  This  Agreement is personal to the Executive and
without  the prior  written  consent of the Company  and  Services  shall not be
assignable  by the Executive  otherwise  than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.

       11.2  Successors.  This  Agreement  shall  inure to the benefit of and be
binding upon the Company,  Services and their respective successors and assigns.
The Company and Services will require any successor (whether direct or indirect,
by purchase, merger,  consolidation or otherwise) to all or substantially all of
their  respective  businesses or assets to assume expressly and agree to perform
this  Agreement  in the same  manner and to the same  extent that the Company or
Services,  as applicable,  would be required to perform it if no such succession
had taken place.  Any successor to the business  and/or assets of the Company or
Services  which assumes or agrees to perform this Agreement by operation of law,
contract,  or otherwise  shall be jointly and severally  liable with the Company
and  Services  under this  Agreement  as if such  successor  were the Company or
Services, as applicable.

       11.3  Payments to  Beneficiary.  If the Executive  dies before  receiving
amounts to which the Executive is entitled  under this  Agreement,  such amounts
shall be paid in a lump sum to the  beneficiary  designated  in  writing  by the
Executive, or if none is so designated, to the Executive's estate.

       11.4  Non-alienation  of Benefits.  Benefits payable under this Agreement
shall not be subject in any manner to anticipation,  alienation, sale, transfer,
assignment, pledge, encumbrance,  charge, garnishment,  execution or levy of any
kind,  either  voluntary or  involuntary,  before actually being received by the
Executive,  and any such  attempt to dispose  of any right to  benefits  payable
under this Agreement shall be void.

       11.5  Severability.  If any  one or  more  articles,  sections  or  other
portions of this Agreement are declared by any court or  governmental  authority
to be unlawful or invalid,  such  unlawfulness or invalidity  shall not serve to
invalidate any article,  section or other portion not so declared to be unlawful
or invalid. Any article,  section or other portion so declared to be unlawful or
invalid  shall be  construed  so as to  effectuate  the  terms of such  article,
section or other portion to the fullest extent possible while  remaining  lawful
and valid.

                                                                              20
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       11.6  Amendments.  Except as provided in Sections  2.2 and 11.14  hereof,
this  Agreement  shall not be  altered,  amended or  modified  except by written
instrument executed by the Company, Services and Executive.

       11.7 Notices.  All notices and other  communications under this Agreement
shall be in  writing  and  delivered  by hand or by first  class  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:

                        If to the Executive:
                        (First Name) (Last Name)
                        (Address)
                        (City) (State) (Postal Code)

                        If to the Company:
                        Safety-Kleen Services, Inc.
                        1301 Gervais Street, Suite 300
                        Columbia, South Carolina  29201
                        Attention: Vice President, Administration



                                                                              21
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                        If to Services:
                        Safety-Kleen Services, Inc.
                        1301 Gervais Street, Suite 300
                        Columbia, South Carolina  29201
                        Attention: Vice President, Administration

  or to such other address as either party shall have  furnished to the other in
  writing.  Notice and communications  shall be effective when actually received
  by the addressee.

       11.8  Counterparts.  This  Agreement  may be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together constitute one and the same instrument.

       11.9 Governing Law. This Agreement  shall be interpreted and construed in
accordance  with the laws of the State of South  Carolina  without regard to its
choice of law principles.

       11.10  Captions.  The  captions of this  Agreement  are not a part of the
provisions hereof and shall have no force or effect.

       11.11 Tax  Withholding.  The Company and Services  may withhold  from any
amounts payable under this Agreement any federal,  state or local taxes that are
required to be withheld pursuant to any applicable law or regulation.

       11.12 No Waiver. The Executive's failure to insist upon strict compliance
with any  provision  of this  Agreement  shall  not be  deemed a waiver  of such
provision or any other provision of this Agreement. A waiver of any provision of
this  Agreement  shall not be deemed a waiver  of any other  provision,  and any
waiver of any default in any such provision  shall not be deemed a waiver of any
later default thereof or of any other provision.

      11.13 Entire Agreement.  This Agreement contains the entire  understanding
of the  Company  and  Services  and the  Executive  with  respect to its subject
matter.

      11.14  Cancellation.  The Company and Services may, at any time prior to a
Change in Control,  unilaterally  cancel this Agreement on behalf of all parties
hereto by both of them (and not only one of them)  notifying  the  Executive  of
such  cancellation in writing at least twelve (12) months prior to the effective
date of the  cancellation,  provided  however  that no such  notice may be given
after an Imminent Change of Control Date.



                                                                              22
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            IN WITNESS  WHEREOF,  the  Executive,  Services and the Company have
executed this Agreement as of the date first above written.



                        -------------------------------
                        (name)  (the Executive)

                        SAFETY-KLEEN CORP.

                        By:----------------------------
                        Kenneth W. Winger
                        President & Chief Executive Officer

                        SAFETY-KLEEN SERVICES, INC.


                        By:----------------------------
                        Kenneth W. Winger
                        President