DEMAND LOAN AGREEMENT

                                      among

                           SAFETY-KLEEN SYSTEMS, INC.,

                          SAFETY-KLEEN SERVICES, INC.,

                                  as Guarantor

                               The Several Lenders

                        from Time to Time Parties hereto,

                         TORONTO DOMINION (TEXAS), INC.,

                                    as Agent,

                           Dated as of March 14, 2000

03110-0154-00067-A03AE0M1-AGR


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                                TABLE OF CONTENTS

                                                                            Page

SECTION 1.  DEFINITIONS........................................................1
          1.1  Defined Terms...................................................1
          1.2  Other Definitional Provisions...................................3

SECTION 2.  THE LOANS..........................................................3
          2.1  Loans...........................................................3
          2.2  Repayment of Loans..............................................3
          2.3  Collateral......................................................4
          2.4  Conditions Precedent............................................4

SECTION 3.           CERTAIN PROVISIONS APPLICABLE TO THE LOANS ...............5
          3.1  Optional Prepayment.............................................5
          3.2  Mandatory Prepayment............................................5
          3.3  Computation of Interest.........................................5
          3.4  Pro Rata Treatment and Payments.................................5

SECTION 4.  REPRESENTATIONS AND WARRANTIES.....................................5
          4.1  Corporate Existence; Compliance with Law........................6
          4.2  Corporate Power; Authorization; Enforceable Obligations.........6
          4.3  No Legal Bar....................................................6
          4.4  No Material Litigation..........................................6
          4.5  Federal Regulations.............................................7
          4.6  Investment Company Act; Other Regulations.......................7
          4.7  Purpose of Loans................................................7
          4.8  Accuracy of Information, etc....................................7
          4.9  Mortgage........................................................7
          4.10  Regulation H...................................................7

SECTION 5.  THE AGENT..........................................................7
          5.1  Appointment.....................................................7
          5.2  Delegation of Duties............................................8
          5.3  Exculpatory Provisions..........................................8
          5.4  Reliance by Agent...............................................8
          5.5  Notice of Default...............................................9
          5.6  Non-Reliance on Agent and Other Lenders.........................9
          5.7  Indemnification.................................................9
          5.8  Agent in Its Individual Capacity...............................10
          5.9  Successor Agent................................................10
          6.1  Guarantee......................................................10
          6.2  No Subrogation, Contribution, Reimbursement or Indemnity.......11
          6.3  Amendments, etc. with respect to the Borrower Obligations......11
          6.4  Guarantee Absolute and Unconditional...........................11


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          6.5  Reinstatement..................................................12
          6.6  Payments.......................................................12

SECTION 7.  MISCELLANEOUS.....................................................12
          7.1  Amendments and Waivers.........................................13
          7.2  Notices........................................................13
          7.3  No Waiver; Cumulative Remedies.................................13
          7.4  Survival of Representations and Warranties.....................13
          7.5  Payment of Expenses and Taxes..................................13
          7.6  Successors and Assigns.........................................14
          7.7  Adjustments; Set-off...........................................14
          7.8  Counterparts...................................................15
          7.9  Severability...................................................15
          7.10  Integration...................................................15
          7.11  GOVERNING LAW.................................................15
          7.12  Submission To Jurisdiction; Waivers...........................16
          7.13  Acknowledgments...............................................16
          7.14  WAIVERS OF JURY TRIAL.........................................16
          7.15. WAIVER OF AUTOMATIC STAY......................................17

SCHEDULES:

Schedule I:  Mortgaged Property

EXHIBITS

          A          Form of Note
          B-1        Form of Mortgage













                                      -ii-
<PAGE>




                  DEMAND  LOAN  AGREEMENT,  dated as of March  14,  2000,  among
SAFETY-KLEEN   SYSTEMS,   INC.,  a  Wisconsin   corporation  (the   "Borrower"),
                                                                     --------
SAFETY-KLEEN  SERVICES,  INC., a Delaware  corporation  (the  "Guarantor"),  the
                                                               ---------
several  banks and other  financial  institutions  or entities from time to time
parties to this Agreement (the "Lenders"),  and TORONTO DOMINION (TEXAS),  INC.,
                                -------
as administrative agent and collateral agent (the "Agent").
                                                   -----

                               W I T N E S S E T H
                               - - - - - - - - - -


                  WHEREAS,  the Borrower has requested the Lenders to make loans
to it in the aggregate  principal  amount of up to $20,000,000,  and the Lenders
are willing to make such loans upon and subject to the terms and  conditions set
forth herein; and

                  WHEREAS, it is a condition precedent to the willingness of the
Lenders to make the requested  loans that the Mortgage  shall have been executed
and delivered to the Agent, for the benefit of the Lenders;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual agreements hereinafter set forth, the parties hereby agree as follows:

                             SECTION 1. DEFINITIONS

                  1.1  Defined Terms.  As used in this Agreement, the following
                       -------------
meanings:  terms shall have the following

                  "Agent":  as defined in the Preamble to this Agreement.
                  ------

                  "Agreement":  this Demand Loan Agreement, as amended, supple-
                   ---------
        mented or otherwise modified from time to time.

                  "Base  Rate":  a rate per annum  determined  by the Agent on a
                   ----------
        daily  basis,  equal to the  higher of (a) the Prime  Rate in effect on
        such day and (b) the Federal Funds Effective Rate in effect on such day
        plus one half of one percent (.50 of 1%) per annum.

                  "Borrower": as defined in the Preamble to this Agreement.
                  ----------

                  "Business Day":  a day other than a Saturday, Sunday or other
                  --------------
         or day on which commercial banks in New York City Houston, Texas are
         authorized or required by law to close.

                  "Contractual Obligation":  as to any Person, any provision of
                   ----------------------
         any security issued by such Person or of any agreement, instrument or
         other undertaking to which such Person is a party or by which it or any
         of its property is bound.



<PAGE>



                  "Federal  Funds  Effective  Rate":  for any day,  the weighted
                   -------------------------------
         average  of the rates on  overnight  federal  funds  transactions  with
         members of the Federal Reserve System arranged by federal funds brokers
         as published  for such day (or, if such day is not a Business  Day, for
         the next  preceding  Business  Day) by the Federal  Reserve Bank of New
         York  or,  if such  rate is not so  published  for any day  which  is a
         Business  Day,  the  average  of the  quotations  for  such day on such
         transactions  received by the Agent from three federal funds brokers of
         recognized standing selected by it.

                  "Governmental Authority": any nation or government, any state,
                   ----------------------
         provincial or other political subdivision thereof and any entity exer-
         cising executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government.

                  "Lien":  any  mortgage,  pledge,  hypothecation,   assignment,
                   ----
         deposit arrangement,  encumbrance, lien (statutory or other), charge or
         other security  interest or any preference,  priority or other security
         agreement or preferential  arrangement of any kind or nature whatsoever
         (including,  without  limitation,  any conditional  sale or other title
         retention  agreement and any financing lease having  substantially  the
         same economic effect as any of the foregoing).

                  "Loan":  as defined in Section 2.1.
                  -----

                  "Loan Documents":  the collective reference to this Agreement,
                   --------------
         any Notes and the Mortgage.

                  "Mortgage": the Mortgage, substantially in the form of Exhibit
                   --------
         B, encumbering the property described in Schedule I.

                  "Notes":  as defined in Section 2.2.
                   -----

                  "Person":   an individual, partnership, corporation, business
                   ------
         trust, joint stock company, trust, unincorporated association, joint
         venture, Governmental Authority or other entity of whatever nature.

                  "Prime  Rate":  the  prime  commercial  lending  rate  of  The
                   -----------
         Toronto-Dominion  Bank as in effect  from time to time in New York City
         for loans in U.S.  Dollars,  such rate to be  adjusted on and as of the
         effective  date of any change in the Prime Rate. The Prime Rate is only
         one of the bases for  computing  interest on loans made by the Lenders,
         and by basing interest on the unpaid  principal  amount of the Loans on
         the Prime  Rate,  the Lenders  have not  committed  to charge,  and the
         Borrower has not in any way bargained for, interest based on a lower or
         the lowest  rate at which the  Lenders  may now or in the  future  make
         loans to other borrowers.

                  "Requirement of Law":  as to any Person, the Certificate of
                   ------------------
         Incorporation and By-Laws or other organizational or governing docu-
         uments of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other


<PAGE>


         Governmental Authority, in each case applicable to or binding upon such
         Person or any of its  property  or to which  such  Person or any of its
         property is subject.

                  "Subsidiary": as to any Person, a corporation,  partnership or
                   ----------
         other  entity  of which  shares of stock or other  ownership  interests
         having  ordinary voting power (other than stock or such other ownership
         interests  having  such  power  only by  reason of the  happening  of a
         contingency)  to elect a majority  of the board of  directors  or other
         managers of such  corporation,  partnership  or other entity are at the
         time  owned,  or the  management  of  which  is  otherwise  controlled,
         directly or indirectly through one or more intermediaries,  or both, by
         such  Person.   Unless  otherwise   qualified,   all  references  to  a
         "Subsidiary"  or to  "Subsidiaries"  in this Agreement shall refer to a
         Subsidiary or Subsidiaries of the Borrower.

                  1.2 Other  Definitional  Provisions. (a)  Unless  otherwise
                        -------------------------------
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in any Notes or any certificate or other document made or
delivered pursuant hereto.

                  (b) The words  "hereof",  "herein" and "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as
a whole and not to any particular  provision of this Agreement,  and Section,
Schedule and Exhibit  references are to this Agreement unless otherwise
specified.

                  (c) The meanings  given  to  terms  defined  herein  shall be
equally applicable to both the singular and plural forms of such terms.

                              SECTION 2. THE LOANS

                  2.1 Loans . On the date  hereof,  each Lender is making a loan
                      -----
(collectively,  the  "Loans") to the  Borrower  in the  principal amount set
forth  opposite  such Lenders name on the  signature  pages thereof.  From time
to time  after the date  hereof,  a Lender may make additional  loans  to  the
Borrower;  provided,  however, that  the aggregate principal amount of Loans
hereunder  shall  not exceed $10,300,000  without the prior  written  consent of
all Lenders at the time such excess amount is loaned.

                  2.2 Repayment of Loans;  Evidence of Indebtedness;  Notes. (a)
The Borrower  unconditionally  promises to pay to the Agent,  for the account of
each  Lender,  the Loan of such  Lender,  on the  earliest  of (i) demand by the
Agent,  (ii)  the  date  of  commencement  by or  against  the  Borrower  of any
bankruptcy   proceeding   and  (iii)  June  12,  2000.   The  Borrower   further
unconditionally  promises to pay to the Agent,  for the account of each  Lender,
interest  on the Loan of such Lender at the rate per annum equal to 5% above the
Base Rate until the maturity of such Loan,  and thereafter at the rate per annum
equal to 9% above the Base Rate until such Loan shall be paid in full.  Interest
accrued on the Loans shall be paid in arrears on the last  Business  Day of each
month and on the maturity date or date of repayment in full of such Loan.


<PAGE>



                  (b) Each Lender shall  maintain in accordance  with its usual
practice an account or accounts evidencing  indebtedness of the Borrower to such
Lender  resulting from the Loan of such Lender from time to time,  including the
amounts of principal  and interest  payable and paid to such Lender from time to
time under this Agreement.

                  (c) The Agent shall maintain a register (the "Register"),  and
a subaccount  therein for each Lender, in which shall be recorded (i) the amount
of each Loan made  hereunder,  (ii) the amount of any  principal or interest due
and  payable or to become  due and  payable  from the  Borrower  to each  Lender
hereunder  and (iii) both the amount of any sum received by the Agent  hereunder
from the Borrower and each Lender's share thereof.

                  (d) The entries  made in the Register and the accounts of each
Lender  maintained  pursuant to Section 2.2(b) shall, to the extent permitted by
applicable  law, be prima facie  evidence  of the  existence  and amounts of the
obligations  of the  Borrower  therein  recorded;  provided,  however,  that the
failure of any Lender or the Agent to maintain the Register or any such account,
or any error  therein,  shall not in any  manner  affect the  obligation  of the
Borrower to repay (with  applicable  interest)  the Loan made to the Borrower by
such Lender in accordance with the terms of this Agreement.

                  (e) The Borrower agrees that, upon the request to the Agent by
any Lender,  the  Borrower  will execute and deliver to such Lender a promissory
note of the Borrower  evidencing the Loan of such Lender,  substantially  in the
form of Exhibit B with appropriate insertions as to date and principal amount (a
"Note").

                  2.3  Collateral.   The Loans shall be secured by the Mortgage.
                       ----------

                  2.4 Conditions  Precedent.  The  willingness of the Lenders to
                      ---------------------
make  Loans on any date  hereunder  is subject  to the  satisfaction  of certain
conditions  precedent on or prior to such date,  including,  without limitation,
the following:

                  (a) receipt by the Agent of  corporate  resolutions  and legal
         opinions  with respect to the matters  contemplated  hereby in form and
         substance reasonably satisfactory to it;

                  (b) receipt by the Agent of the Mortgage  duly executed by the
         Borrower, together with a satisfactory title report with respect to the
         property covered by the Mortgage;

                  (c) receipt by the Agent of satisfactory title insurance and
         hazard insurance policies or commitments to provide such policies;

                  (d) receipt by the Agent, for the account of each Lender, of a
         fee in the amount of $300,000 to be distributed to the Lenders pro rata
         according to the respective  commitment  amounts set forth opposite the
         signatures of the Lenders hereto; and

                  (e)  receipt  by  the  Agent  of  such  other   documents  and
         instruments  as the Agent  shall  request  with  respect to the matters
         contemplated hereby.


<PAGE>


              SECTION 3. CERTAIN PROVISIONS APPLICABLE TO THE LOANS

                  3.1  Optional  Prepayment.   The  Borrower may at any time and
                       -------------------
from time to time  prepay the  Loans,  in whole or in part,  without  premium or
penalty,  upon at least one  Business  Day's  irrevocable  notice to the  Agent,
specifying the date and amount of prepayment.  If any such notice is given,  the
amount  specified in such notice shall be due and payable on the date  specified
therein,  together  with  accrued  interest to such date on the amount  prepaid.
Amounts prepaid may not be reborrowed.

                  3.2  Mandatory  Prepayment.  (a) The Loans shall be prepaid in
                       ---------------------
full upon any sale or other disposition of the property subject to the Mortgage,
such payment to be made  simultaneously  with the sale or other  disposition  of
such property.

                  (b) The Loans shall be repaid in full with the proceeds of the
first borrowing made by the Borrower or Guarantor under any debtor-in-possession
credit agreement.

                  3.3  Computation of Interest.  Interest shall be calculated on
                       -----------------------
the basis of a 365- (or 366-,  as the case may be) day year for the actual  days
elapsed. Any change in the interest rate on the Loans resulting from a change in
the Base Rate shall become effective as of the opening of business on the day on
which such change  becomes  effective.  The Agent  shall as soon as  practicable
notify the Borrower and the Lenders of the effective date and the amount of each
such change in the Base Rate.

                  3.4  Pro Rata Treatment and Payments. (a) The borrowing by the
                       -------------------------------
Borrower from the Lenders hereunder shall be made pro rata according to the
respective commitment amounts set forth opposite the signatures of the Lenders
hereto.

                  (b) Each payment  (including each  prepayment) by the Borrower
on account of  principal  of and  interest  on the Loans  shall be made pro rata
according to the respective outstanding principal amounts of the Loans then held
by the Lenders.

                  (c) All  payments  (including  prepayments)  to be made by the
Borrower  hereunder,  whether  on  account  of  principal,   interest,  fees  or
otherwise,  shall be made without setoff or counterclaim and shall be made prior
to 12:00 Noon, New York City time, on the due date thereof to the Agent, for the
account of the Lenders,  at the Agent's office  specified in Section 7.2 in U.S.
Dollars and in immediately  available  funds.  The Agent shall  distribute  such
payments to the Lenders promptly upon receipt in like funds as received.

                    SECTION 4. REPRESENTATIONS AND WARRANTIES

                  To  induce  the  Agent  and the  Lenders  to enter  into  this
Agreement  and to make  the  Loans,  the  Borrower  and  Guarantor  each  hereby
represents and warrants to the Agent and each Lender that:


<PAGE>



                  4.1  Corporate  Existence;  Compliance  with Law.  Each of the
                       -------------------------------------------
Borrower  and  Guarantor  (a) is duly  organized,  validly  existing and in good
standing under the laws of the  jurisdiction  of its  organization,  (b) has the
corporate  power and  authority,  and the legal  right,  to own and  operate its
property,  to lease the  property  it  operates  as lessee  and to  conduct  the
business in which it is currently engaged and (c) is duly qualified as a foreign
corporation and in good standing under the laws of each  jurisdiction  where its
ownership,  lease or  operation  of  property  or the  conduct  of its  business
requires such qualification.

                  4.2 Corporate Power;  Authorization;  Enforceable Obligations.
                      ---------------------------------------------------------
Each of the Borrower and the Guarantor has the  corporate  power and  authority,
and the legal right, to make, deliver and perform the Loan Documents to which it
is a party, to borrow hereunder and has taken all necessary  corporate action to
authorize the  borrowings on the terms and  conditions of this Agreement and the
Notes and to  authorize  the  execution,  delivery and  performance  of the Loan
Documents to which it is a party. No consent or  authorization  of, filing with,
notice to or other act by or in respect of, any  Governmental  Authority  or any
other Person is required in connection with the borrowing  hereunder or with the
execution,  delivery,  performance,  validity  or  enforceability  of  the  Loan
Documents  (except for the consent of the Required Lenders under (and as defined
in) the Amended and Restated  Credit  Agreement,  dated as of April 3, 1998,  as
amended,  among Safety-Kleen  Services,  Inc.,  Safety-Kleen  (Canada) Ltd., the
lenders  parties   thereto,   Toronto   Dominion   (Texas),   Inc.,  as  general
administrative agent, and others, which consent has been obtained and is in full
force and effect).  This  Agreement  has been,  and each other Loan  Document to
which it is a party will be, duly  executed  and  delivered on behalf of each of
Guarantor and Borrower. This Agreement constitutes, and each other Loan Document
to which it is a party,  when executed and delivered will  constitute,  a legal,
valid and binding obligation of the Borrower and Guarantor,  enforceable against
Borrower and Guarantor in accordance  with its terms,  subject to the effects of
bankruptcy,  insolvency, fraudulent conveyance,  reorganization,  moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable  principles  (whether  considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.

                  4.3 No Legal Bar. The execution,  delivery and performance of
                      ------------
the Loan Documents, the borrowings hereunder and the use of the proceeds thereof
will  not  violate  any  Requirement  of Law or  Contractual  Obligation  of the
Borrower  or  Guarantor  or any of its  Subsidiaries  and will not result in, or
require,  the  creation  or  imposition  of any  Lien  on  any  of its or  their
respective  properties or revenues  pursuant to any such  Requirement  of Law or
Contractual Obligation (other than the Liens created by the Mortgage).

                  4.4 No Material  Litigation. No litigation,  investigation or
                      -----------------------
proceeding of or before any arbitrator or Governmental  Authority is pending or,
to the  knowledge of the  Borrower or  Guarantor,  threatened  by or against the
Borrower or Guarantor or any of their respective  Subsidiaries or against any of
their  respective  properties  or  revenues  with  respect  to any  of the  Loan
Documents, the Loans or the Mortgage.



<PAGE>



                  4.5 Federal Regulations. No part of the proceeds of any Loans
                      -------------------
will be used in  violation  of  Regulation  U of the Board of  Governors  of the
Federal Reserve System as now and from time to time hereafter in effect.

                  4.6  Investment  Company  Act;  Other   Regulations.   Neither
                       ----------------------------------------------
Borrower nor Guarantor is an "investment  company", or a company "controlled" by
an "investment  company",  within the meaning of the  Investment  Company Act of
1940, as amended.  Neither Borrower nor Guarantor is subject to regulation under
any Federal or State statute or regulation (other than Regulation X of the Board
of Governors of the Federal  Reserve  System)  which limits its ability to incur
Indebtedness.

                  4.7 Purpose of Loans. The proceeds of the Loans shall be used
                      ----------------
to finance  the  working  capital  needs of the  Borrower  and its  Subsidiaries
primarily and Guarantor and its Subsidiaries,  including the payment of interest
and fees under the Loan Documents.

                  4.8 Accuracy of Information, etc. No statement or information
                      ----------------------------
contained  in this  Agreement,  any other Loan  Document or any other  document,
certificate  or statement  furnished to the Agent or the Lenders or any of them,
by or on  behalf  of  Guarantor  or  Borrower  for use in  connection  with this
Agreement,  the Loans or the Mortgage,  contained as of the date such statement,
information, document or certificate was so furnished, any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements contained herein or therein not misleading.

                  4.9 Mortgage.  The Mortgage is effective to create in favor of
                      --------
the Agent, for the benefit of the Lenders,  a legal,  valid and enforceable Lien
on the mortgaged properties described therein and proceeds thereof, and when the
Mortgage is filed in the office  specified  in Schedule  I, the  Mortgage  shall
constitute a fully perfected Lien on, and security interest in, all right, title
and  interest of the  Borrower in such  mortgaged  properties  and the  proceeds
thereof, as security for the Obligations (as defined in the Mortgage), prior and
superior in right to any other Person.

                  4.10  Regulation  H. The Mortgage  does not encumber  improved
                        -------------
real  property  which is  located  in an area  that has been  identified  by the
Secretary  of Housing  and Urban  Development  as an area having  special  flood
hazards and in which flood  insurance has been made available under the National
Flood Insurance Act of 1968.

                              SECTION 5. THE AGENT

                  5.1  Appointment.  Each Lender hereby  irrevocably  designates
                       -----------
and appoints  Toronto Dominion  (Texas),  Inc. as the Agent of such Lender under
this Agreement and the other Loan  Documents,  and each such Lender  irrevocably
authorizes  the Agent to take such action on its behalf under the  provisions of
this  Agreement  and the other Loan  Documents  and to exercise  such powers and
perform such duties as are expressly delegated to the Agent by the terms of this
Agreement and the other Loan  Documents,  together with such other powers as are
reasonably


<PAGE>


incidental  thereto.  Notwithstanding any provision to the contrary elsewhere in
this Agreement, the Agent shall not have any duties or responsibilities,  except
those expressly set forth herein, or any fiduciary relationship with any Lender,
and no implied covenants,  functions,  responsibilities,  duties, obligations or
liabilities  shall be read into this  Agreement  or any other Loan  Document  or
otherwise exist against the Agent.

                  5.2  Delegation  of Duties.  The Agent may  execute any of its
                       ---------------------
duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters  pertaining to such duties.  The Agent shall not be responsible  for the
negligence or misconduct of any agents or attorneys  in-fact selected by it with
reasonable care.

                  5.3 Exculpatory  Provisions.  Neither the Agent nor any of its
                      -----------------------
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any  action  lawfully  taken or omitted to be taken by it or such
Person under or in  connection  with this  Agreement or any other Loan  Document
(except for its or such Person's own gross negligence or willful  misconduct) or
(ii)  responsible  in  any  manner  to  any of the  Lenders  for  any  recitals,
statements,  representations  or warranties made by the Borrower or Guarantor or
any officer thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided for
in, or received by the Agent under or in connection  with, this Agreement or any
other Loan  Document  or for the value,  validity,  effectiveness,  genuineness,
enforceability  or  sufficiency  of this Agreement or any other Loan Document or
for any  failure  of the  Borrower  or  Guarantor  to  perform  its  obligations
hereunder  or  thereunder.  The Agent shall not be under any  obligation  to any
Lender to ascertain or to inquire as to the  observance or performance of any of
the agreements  contained in, or conditions of, this Agreement or any other Loan
Document,  or to inspect  the  properties,  books or records of the  Borrower or
Guarantor.

                  5.4  Reliance  by Agent.  The Agent shall be entitled to rely,
                       -----------------
and shall be fully  protected in relying,  upon any Note,  writing,  resolution,
notice, consent,  certificate,  affidavit,  letter,  telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed,  sent or made by the proper  Person
or Persons and upon advice and statements of legal counsel  (including,  without
limitation, counsel to the Borrower),  independent accountants and other experts
selected by the Agent. The Agent may deem and treat the payee of any Note as the
owner  thereof  for  all  purposes   unless  a  written  notice  of  assignment,
negotiation or transfer  thereof shall have been filed with the Agent. The Agent
shall be fully  justified  in failing or refusing to take any action  under this
Agreement or any other Loan  Document  unless it shall first receive such advice
or  concurrence  of the  Lenders as it deems  appropriate  or it shall  first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense  which may be incurred by it by reason of taking or  continuing  to take
any such action.  The Agent shall in all cases be fully protected in acting,  or
in refraining from acting,  under this Agreement and the other Loan Documents in
accordance with a request of the Lenders,  and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.


<PAGE>



                  5.5 Notice of Default.  The Agent  shall not be deemed to have
                      -----------------
knowledge or notice of the occurrence of any default hereunder or under the Note
unless the Agent has received notice from a Lender or the Borrower  referring to
this  Agreement,  describing  such  default  and  stating  that such notice is a
"notice of default".  In the event that the Agent  receives  such a notice,  the
Agent shall give notice thereof to the Lenders. The Agent shall take such action
with  respect to such  default as shall be  reasonably  directed by the Lenders;
provided that unless and until the Agent shall have  received  such  directions,
the Agent may (but shall not be obligated to) take such action,  or refrain from
taking such action,  with respect to such default as it shall deem  advisable in
the best interests of the Lenders.

                  5.6  Non-Reliance  on Agent and  Other  Lenders.  Each  Lender
                       ------------------------------------------
expressly  acknowledges  that  neither  the  Agent  nor  any of  its  respective
officers, directors, employees, agents, attorneys-in-fact or affiliates has made
any  representations  or warranties to it and that no act by the Agent hereafter
taken,  including  any review of the affairs of the Borrower or Guarantor or any
of their respective affiliates, shall be deemed to constitute any representation
or warranty by the Agent to any Lender. Each Lender represents to the Agent that
it has,  independently  and without reliance upon the Agent or any other Lender,
and based on such documents and information as it has deemed  appropriate,  made
its own appraisal of and investigation into the business, operations,  property,
financial and other condition and creditworthiness of the Borrower and Guarantor
and made  its own  decision  to make its Loan  hereunder  and  enter  into  this
Agreement.  Each Lender also represents that it will,  independently and without
reliance  upon the Agent or any other  Lender,  and based on such  documents and
information as it shall deem  appropriate at the time,  continue to make its own
credit  analysis,  appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents,  and to make such  investigation as
it deems  necessary to inform itself as to the business,  operations,  property,
financial and other condition and creditworthiness of the Borrower or Guarantor.
The Agent shall not have any duty or  responsibility  to provide any Lender with
any credit or other information concerning the business,  operations,  property,
condition  (financial  or  otherwise),  prospects  or  creditworthiness  of  the
Borrower and Guarantor which may come into the possession of the Agent or any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates.

                  5.7 Indemnification.  The Lenders agree to indemnify the Agent
                      ---------------
in its  capacity  as such (to the  extent  not  reimbursed  by the  Borrower  or
Guarantor and without  limiting the  obligation of the Borrower and Guarantor to
do  so),  ratably  according  to  the  outstanding  principal  amount  of  their
respective  Loans on the  date on  which  indemnification  is  sought,  from and
against  any and  all  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses  or  disbursements  of  any  kind
whatsoever which may at any time  (including,  without  limitation,  at any time
following  the  payment of the Loans) be imposed  on,  incurred  by or  asserted
against  the Agent in any way  relating  to or arising  out of, the Loans,  this
Agreement,  any of the other Loan Documents or any documents  contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Agent under or in  connection  with any of
the  foregoing;  provided  that no Lender shall be liable for the payment of any
portion of such liabilities,  obligations,  losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting solely from the


<PAGE>


Agent's gross negligence or willful  misconduct.  The agreements in this Section
shall survive the payment of the Loans and all other amounts payable hereunder.

                  5.8  Agent  in Its  Individual  Capacity.  The  Agent  and its
                       -----------------------------------
affiliates may make loans to, accept  deposits from and generally  engage in any
kind of business with the Borrower or Guarantor as though the Agent were not the
Agent  hereunder  and under the other Loan  Documents.  With respect to the Loan
made by it, the Agent shall have the same rights and powers under this Agreement
and the other Loan  Documents  as any Lender and may exercise the same as though
it were not the Agent,  and the terms  "Lender" and "Lenders"  shall include the
Agent in its individual capacity.

                  5.9  Successor  Agent.  The Agent may  resign as Agent upon 10
                       ----------------
days'  notice to the  Lenders.  If the Agent  shall  resign as Agent  under this
Agreement  and the other Loan  Documents,  then the Lenders  shall  appoint from
among the Lenders a successor  agent for the  Lenders,  which  successor  agent,
shall succeed to the rights, powers and duties of the Agent hereunder. Effective
upon such  appointment and approval,  the term "Agent" shall mean such successor
agent,  and such  former  Agent's  rights,  powers and duties as Agent  shall be
terminated,  without any other or further act or deed on the part of such former
Agent or any of the parties to this Agreement or any holders of the Loans. After
any retiring  Agent's  resignation  as Agent,  the  provisions of this Section 5
shall inure to its benefit as to any actions  taken or omitted to be taken by it
while it was Agent under this Agreement and the other Loan Documents.

SECTION 6.  GUARANTEE

                  6.1  Guarantee.   In order to induce the Agent and the Lenders
                       ---------
to execute  and deliver  this  Agreement  and to make or  maintain  Loans to the
Borrower  hereunder,   the  Guarantor  hereby  unconditionally  and  irrevocably
guarantees to the Agent, for the ratable benefit of the Lenders,  the prompt and
complete  payment and  performance  by the Borrower  when due (whether at stated
maturity, by acceleration or otherwise) of the Borrower's  obligations hereunder
("Borrower Obligations"),  respectively, and the Guarantor further agrees to pay
  --------------------
any and all  expenses  (including,  without  limitation,  all  reasonable  fees,
charges and disbursements of counsel) which may be paid or incurred by the Agent
or the Lenders in enforcing,  or obtaining  advice of counsel in respect of, any
of their rights under the  guarantee  contained in this Section 6. The guarantee
contained in this Section 6, subject to Section 6.5,  shall remain in full force
and effect until the Borrower Obligations are paid in full.

                  The Guarantor agrees that whenever,  at any time, or from time
to time, it shall make any payment to the Agent, or any Lender on account of its
liability  under  this  Section 6, it will  notify the Agent and such  Lender in
writing that such payment is made under the guarantee  contained in this Section
6 for such  purpose.  No payment or payments  made by the  Borrower or any other
Person or received or  collected by the Agent or any Lender from the Borrower or
any  other  Person  by  virtue of any  action  or  proceeding  or any  setoff or
appropriation or application,  at any time or from time to time, in reduction of
or in payment of the  Borrower  Obligations  shall be deemed to modify,  reduce,
release or otherwise affect the liability of the Guarantor under this


<PAGE>



Section 6 which,  notwithstanding  any such  payment or  payments,  shall remain
liable for the Borrower Obligations, until, subject to Section 6.5, the Borrower
Obligations are paid in full.

                  6.2 No Subrogation, Contribution,  Reimbursement or Indemnity.
                      ---------------------------------------------------------
Notwithstanding anything to the contrary in this Section 6, the Guarantor hereby
irrevocably  waives  all rights  which may have  arisen in  connection  with the
guarantee  contained  in this  Section 6 to be  subrogated  to any of the rights
(whether contractual, under the United States Bankruptcy Code (or similar action
under any  successor law or under any  comparable  law),  including  Section 509
thereof,  under common law or otherwise) of the Agent or any Lender  against the
Borrower or against the Agent or any such Lender for the payment of the Borrower
Obligations,  until all the Borrower  Obligations  shall have been paid in full.
The Guarantor hereby further  irrevocably  waives all  contractual,  common law,
statutory  and  other  rights of  reimbursement,  contribution,  exoneration  or
indemnity  (or any  similar  right)  from or against  the  Borrower or any other
Person which may have arisen in connection with the guarantee  contained in this
Section 6, until the Borrower  Obligations shall have been paid in full. So long
as the Borrower  Obligations remain outstanding,  if any amount shall be paid by
or on behalf of the  Borrower to the  Guarantor  on account of any of the rights
waived in this Section 6.2, such amount shall be held by the Guarantor in trust,
segregated from other funds of the Guarantor,  and shall, forthwith upon receipt
by the Guarantor,  be turned over to the Agent in the exact form received by the
Guarantor  (duly  indorsed by the Guarantor to the Agent,  if  required),  to be
applied against the Borrower Obligations,  whether matured or unmatured, in such
order as the Agent may  determine.  The  provisions  of this  Section  6.2 shall
survive the term of the guarantee contained in this Section 6 and the payment in
full of the Borrower Obligations.

                  6.3 Amendments, etc. with respect to the Borrower Obligations.
                      ---------------------------------------------------------
The Guarantor shall remain obligated under this Section 6 notwithstanding  that,
without any  reservation of rights against the Guarantor,  and without notice to
or further  assent by the  Guarantor,  any demand for payment of or reduction in
the principal amount of any of the Borrower Obligations made by the Agent or any
Lender may be  rescinded  by the Agent or such  Lender,  and any of the Borrower
Obligations,  continued,  and the Borrower  Obligations  or the liability of any
other  party  upon  or for any  part  thereof,  or any  collateral  security  or
guarantee  therefor or right of offset with respect  thereto,  may, from time to
time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised,  waived,  surrendered  or released by the Agent or any Lender,  and
this Agreement,  any other Loan Document,  and any other documents  executed and
delivered in connection  therewith  may be amended,  modified,  supplemented  or
terminated,  in whole or in part, as the Lenders may deem advisable from time to
time, and any collateral security, guarantee or right of offset at any time held
by the Agent or any Lender for the payment of the  Borrower  Obligations  may be
sold,  exchanged,  waived,  surrendered  or released.  Neither the Agent nor any
Lender shall have any obligation to protect,  secure, perfect or insure any Lien
at any time  held by it as  security  for the  Borrower  Obligations  or for the
guarantee contained in this Section 6 or any property subject thereto.

                  6.4 Guarantee Absolute and Unconditional. The Guarantor waives
                      ------------------------------------
any and all notice of the creation, renewal, extension or  accrual of any of the
Borrower Obligations and notice of or proof of  reliance by the Lenders upon the
guarantee contained in this Section 6 or


<PAGE>


acceptance  of  the  guarantee   contained  in  this  Section  6;  the  Borrower
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred,  or renewed,  extended,  amended or waived,  in reliance
upon the  guarantee  contained in this  Section 6; and all dealings  between the
Borrower,  on the one hand, and the Agent and the Lenders,  on the other,  shall
likewise be  conclusively  presumed to have been had or  consummated in reliance
upon the guarantee  contained in this Section 6. The Borrower waives  diligence,
presentment,  protest, demand for payment and notice of default or nonpayment to
or upon the Borrower  with respect to the Borrower  Obligations.  The  guarantee
contained in this Section 6 shall be  construed  as a  continuing,  absolute and
unconditional  guarantee  of  payment  without  regard  to (a) the  validity  or
enforceability  of this  Agreement  or any  other  Loan  Document  or any of the
Borrower  Obligations or any collateral  security therefor or guarantee or right
of offset with respect thereto at any time or from time to time held by Agent or
any Lender,  (b) any defense,  setoff or  counterclaim  (other than a defense of
payment or performance)  which may at any time be available to or be asserted by
the  Borrower  against  the Agent or any Lender,  or (c) any other  circumstance
whatsoever  (with or  without  notice  to or  knowledge  of the  Borrower  which
constitutes,  or  might  be  construed  to  constitute,  an  equitable  or legal
discharge of the Borrower in bankruptcy or in any other instance. When the Agent
or any Lender is pursuing its rights and  remedies  under this Section 6 against
the Borrower,  it may, but shall be under no  obligation  to, pursue such rights
and  remedies as it may have against the Borrower or any other Person or against
any collateral  security or guarantee for the Borrower  Obligations or any right
of offset with respect thereto,  and any failure by the Agent or any such Lender
to pursue such other  rights or remedies  or to collect  any  payments  from the
Borrower  or any such  other  Person  or to  realize  upon  any such  collateral
security or guarantee or to exercise any such right of offset, or any release of
the  Borrower  or any such  other  Person  or of any such  collateral  security,
guarantee or right of offset,  shall not relieve the  Guarantor of any liability
under this  Section  6, and shall not impair or affect the rights and  remedies,
whether  express,  implied or available as a matter of law, of the Agent and the
Lenders against the Guarantor.

                  6.5 Reinstatement, as the case may be, if at any time payment,
                      ------------
or any part  thereof,  of any of the Borrower  Obligations  is rescinded or must
otherwise  be  restored  or  returned  by the  Agent  or  any  Lender  upon  the
insolvency,  bankruptcy,  dissolution,  liquidation  or  reorganization  of  the
Borrower or upon or as a result of the appointment of a receiver,  intervenor or
conservator  of,  or  trustee  or  similar  officer  for,  the  Borrower  or any
substantial part of its property, or otherwise,  all as though such payments had
not been made.

                  6.6 Payments. The Guarantor hereby agrees that any payments in
                      --------
respect of the Borrower  Obligations  pursuant to this Section 6 will be paid to
the Agent without setoff or counterclaim.


<PAGE>


                            SECTION 7. MISCELLANEOUS

                  7.1  Amendments  and Waivers.  Neither this  Agreement nor any
                       -----------------------
other  Loan  Document,   nor  any  terms  hereof  or  thereof  may  be  amended,
supplemented  or modified except by a written  instrument  signed by all parties
hereto.

                  7.2 Notices . All notices, requests and demands to or upon the
                      -------
respective  parties  hereto to be effective  shall be in writing  (including  by
facsimile  transmission) and, unless otherwise expressly provided herein,  shall
be deemed to have been duly given or made (a) in the case of  delivery  by hand,
when  delivered,  (b) in the case of  delivery  by mail,  three days after being
deposited  in the mails,  postage  prepaid,  or (c) in the case of  delivery  by
facsimile transmission,  when sent and receipt has been confirmed,  addressed as
follows, or to such other address as may be hereafter notified by the respective
parties hereto:

                  The Borrower or Guarantor:     Safety-Kleen Systems, Inc.
                                                 Safety-Kleen Services, Inc.
                                                 1301 Gervais Street, 3rd Floor
                                                 Columbia, South Carolina  29201
                                                 Attention: Vice Chairman
                                                 Fax: (803) 933-4346

                                  The Agent:     Toronto Dominion (Texas), Inc.
                                                 909 Fannin Street, Suite 1700
                                                 Houston, Texas 77010
                                                 Attention: Jano Mott
                                                 Fax: (703) 951-9921

                                The Lenders:     As set forth with their
                                                 signatures hereto.


                  7.3 No Waiver; Cumulative Remedies. No failure to exercise and
                      ------------------------------
no delay in  exercising,  on the part of the  Agent or any  Lender,  any  right,
remedy,  power or privilege  hereunder or under the other Loan  Documents  shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right,  remedy,  power or  privilege  hereunder  preclude  any other or  further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights,  remedies,  powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

                  7.4   Survival  of   Representations   and   Warranties.   All
                        -------------------------------------------------
representations  and warranties made hereunder,  in the other Loan Documents and
in any  document,  certificate  or  statement  delivered  pursuant  hereto or in
connection  herewith  shall survive the execution and delivery of this Agreement
and the making of the Loans hereunder.

                  7.5  Payment of Expenses and Taxes. The Borrower agrees (a) to
                       -----------------------------
pay or reimburse the Agent  and  each Lender for all its out-of-pocket costs and
expenses incurred in



<PAGE>


connection  with  the  development,   preparation  and  execution  of,  and  any
amendment,  supplement  or  modification  to, this  Agreement and the other Loan
Documents and any other documents prepared in connection  herewith or therewith,
and the consummation and administration of the transactions  contemplated hereby
and  thereby,   including,   without   limitation,   the  reasonable   fees  and
disbursements  of counsel to the Agent (b) to pay or  reimburse  each Lender and
the Agent  for all its  costs  and  expenses  incurred  in  connection  with the
enforcement or preservation  of any rights under this Agreement,  the other Loan
Documents and any such other documents,  including, without limitation, the fees
and  disbursements of counsel to each Lender and of counsel to the Agent, (c) to
pay,  indemnify,  and hold each Lender and the Agent  harmless from, any and all
recording  and  filing  fees and any and all  liabilities  with  respect  to, or
resulting from any delay in paying, stamp, excise and other taxes, if any, which
may be payable or determined to be payable in connection  with the execution and
delivery  of,  or  consummation  or  administration  of any of the  transactions
contemplated by, or any amendment,  supplement or modification of, or any waiver
or consent under or in respect of, this Agreement,  the other Loan Documents and
any such other documents,  and (d) to pay,  indemnify,  and hold each Lender and
the Agent harmless from and against any and all other liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements  of any kind or nature  whatsoever  with respect to the execution,
delivery,  enforcement,  performance and  administration of this Agreement,  the
other  Loan  Documents  and  any  such  other  documents,   including,   without
limitation,  any of the foregoing  relating to the  violation of,  noncompliance
with or liability under, any  environmental  law applicable to the operations of
the Borrower or any of its  Subsidiaries  or any of the facilities or properties
owned,  leased or operated by the Borrower or any of its  Subsidiaries  (all the
foregoing  in this clause (d),  collectively,  the  "indemnified  liabilities"),
provided  that the  Borrower  shall have no  obligation  hereunder to any person
seeking indemnification with respect to indemnified liabilities arising from the
gross  negligence  or willful  misconduct of such person.  Without  limiting the
foregoing,  and to the extent  permitted by applicable law, the Borrower agrees,
and shall cause each of its  Subsidiaries  to agree,  not to assert,  and hereby
waives  and agrees to cause each of its  Subsidiaries  to waive,  all rights for
contribution  or any other rights of recovery  with respect to all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  or  disbursements  of  whatever  kind or nature  whatsoever,  under or
related  to  environmental  laws,  that any of them  might  have by  statute  or
otherwise  against  each Lender and the Agent.  The  agreements  in this Section
shall survive repayment of the Loans and all other amounts payable hereunder.

                  7.6  Successors and Assigns.  This Agreement  shall be binding
                       ----------------------
upon and inure to the benefit of the Borrower,  the Guarantor,  the Lenders, the
Agent,  all future  holders of the Loans,  and their  respective  successors and
assigns,  except  that  neither the  Borrower  nor the  Guarantor  may assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of each Lender.

                  7.7  Adjustments;  Set-off.  (a) If any Lender (a  "benefitted
                       ---------------------
Lender")  shall at any time receive any payment of all or part of the  aggregate
amount of the Loan made by such  benefitted  Lender,  or  interest  thereon,  or
receive any  collateral in respect  thereof  (whether  voluntarily,  by set-off,
pursuant to bankruptcy proceedings,  or otherwise), in a greater proportion than
any such payment or collateral  received by any other Lender, if any, in respect
by the


<PAGE>


principal amount of the Loan made by such Lender, or interest thereon, then such
benefitted Lender shall purchase for cash from the other Lenders a participating
interest in such portion of each such other Lender's Loan, or shall provide such
other Lenders with the benefits of any such collateral, or the proceeds thereof,
as shall be  necessary  to cause  such  benefitted  Lender to share  the  excess
payment or benefits of such  collateral  or  proceeds  ratably  with each of the
Lenders ; provided,  however,  that if all or any portion of such excess payment
or benefits is thereafter  recovered from such benefitted Lender,  such purchase
shall be rescinded,  and the purchase price and benefits returned, to the extent
of such recovery, but without interest.

                  (b) In  addition  to any rights and  remedies  of the  Lenders
provided by law,  each Lender shall have the right,  without prior notice to the
Borrower,  any such notice being expressly  waived by the Borrower to the extent
permitted by  applicable  law,  upon any amount  becoming due and payable by the
Borrower  hereunder  (whether  at  the  stated  maturity,   by  acceleration  or
otherwise) to set-off and  appropriate and apply against such amount any and all
deposits  (general or special,  time or demand,  provisional  or final),  in any
currency,  and any other credits,  indebtedness or claims,  in any currency,  in
each case  whether  direct or  indirect,  absolute  or  contingent,  matured  or
unmatured,  at any time held or owing by such  Lender or any  branch,  agency or
affiliate  thereof to or for the credit or the  account  of the  Borrower.  Each
Lender  agrees  promptly  to notify the  Borrower  and the Agent  after any such
set-off and application  made by such Lender,  provided that the failure to give
such notice shall not affect the validity of such set-off and application.

                  7.8  Counterparts.   This  Agreement may be executed by one or
                       ------------
more of the parties to this  Agreement  on any number of  separate  counterparts
(including  by  facsimile  transmission),  and  all of said  counterparts  taken
together shall be deemed to constitute one and the same instrument. A set of the
copies of this  Agreement  signed by all the  parties  shall be lodged  with the
Borrower and the Agent.

                  7.9  Severability.  Any provision of this  Agreement  which is
                       ------------
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

                  7.10 Integration.  This Agreement and the other Loan Documents
                       -----------
represent the  agreement of the  Borrower,  the  Guarantor,  the Agent,  and the
Lenders with respect to the subject  matter  hereof,  and there are no promises,
undertakings,  representations or warranties by the Agent or any Lender relative
to subject matter hereof not expressly set forth or referred to herein or in the
other Loan Documents.

                  7.11   GOVERNING  LAW.  THIS  AGREEMENT  AND  THE  RIGHTS  AND
                         --------------
OBLIGATIONS  OF THE PARTIES  HEREUNDER  SHALL BE GOVERNED BY, AND  CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


<PAGE>



                  7.12  Submission To Jurisdiction; Waivers.  (a)  Each of the
                        -----------------------------------
Borrower and Guarantor hereby irrevocably and unconditionally:

                        (i)  submits  for itself and its  property in any legal
         action or  proceeding  relating  to this  Agreement  and the other Loan
         Documents to which it is a party, or  for recognition  and  enforcement
         of  any  judgment in  respect  thereof,  to the  non-exclusive  general
         jurisdiction of the courts of the State of New York, the  courts of the
         United States of America for the Southern District of New York, and
         appellate courts from any thereof;

                        (ii) consents that  any such action or proceeding may be
         brought in  such courts and waives  any objection  that it  may  now or
         hereafter  have to the  venue of any such  action or proceeding in  any
         such  court  or  that  such  action  or proceeding  was  brought in  an
         inconvenient  court and agrees not to plead or claim the same;

                        (iii) agrees that service of process in any  such action
         or proceeding  may be effected by mailing a copy thereof by registered
         or certified mail (or any substantially  similar form of mail), postage
         prepaid, to it at its address set forth in Section 7.2 or at such other
         address of which the Agent shall have been notified pursuant thereto;

                        (iv) agrees  that nothing  herein shall affect the right
         to effect service of process  in any other  manner  permitted by law or
         shall limit the right to sue in any other jurisdiction; and

                        (v) waives, to the maximum extent not prohibited by law,
         any  right  it may  have  to claim  or recover  in any  legal action or
         proceeding  referred  to  in  this  subsection any special,  exemplary,
         punitive or  consequential damages.

                  7.13  Acknowledgments.   Each   of  the Borrower and Guarantor
                        ---------------
hereby acknowledges that:

                  (a)  it  has  been advised  by  counsel  in  the  negotiation,
         execution and delivery of this Agreement and  the other Loan Documents;

                  (b)  neither  the  Agent  nor any  Lender  has  any  fiduciary
         relationship  with or duty to the Borrower or Guarantor  arising out of
         or in  connection  with  this  Agreement  or  any  of  the  other  Loan
         Documents, and the relationship between Agent and Lenders, on one hand,
         and the  Borrower  and  Guarantor,  on the other  hand,  in  connection
         herewith or therewith is solely that of debtor and creditor; and

                  (c) no joint  venture is  created  hereby or by the other Loan
         Documents   or   otherwise   exists  by  virtue  of  the   transactions
         contemplated  hereby  among  the  Lenders  or  among  the  Borrower  or
         Guarantor and the Lenders.

                  7.14  WAIVERS OF JURY TRIAL.     EACH  OF  THE  BORROWER,  THE
                        ---------------------
GUARANTOR, THE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND


<PAGE>


UNCONDITIONALLY  WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR  ANY OTHER LOAN DOCUMENT AND FOR  ANY COUNTERCLAIM THEREIN.

                  7.15. WAIVER OF  AUTOMATIC  STAY.  EACH  OF THE  BORROWER  AND
                        --------------------------
GUARANTOR,  HAVING RECEIVED THE ADVICE OF COUNSEL  QUALIFIED TO PRACTICE IN SUCH
MATTERS,  AND BEING FULLY  INFORMED  OF ITS RIGHTS  UNDER TITLE 11 OF THE UNITED
STATES CODE, SECTIONS 101 ET SEQ.  ("BANKRUPTCY CODE"), HEREBY ACKNOWLEDGES THAT
THE  LOANS  BEING  MADE  HEREUNDER  ARE  BEING  MADE IN  CONNECTION  WITH AND IN
PREPARATION  FOR A GOOD  FAITH  RESTRUCTURING  OF THEIR  RESPECTIVE  BUSINESSES,
ASSETS  AND  LIABILITIES,  WHETHER  IN OR OUT OF COURT,  AND ARE  NECESSARY  AND
DESIRABLE TO ENABLE IT TO FULFILL ITS FIDUCIARY  DUTY TO ITS CREDITORS AND OTHER
CONSTITUENCIES  AND,  TO INDUCE  SUCH LOANS TO BE MADE AT THIS TIME  WITHOUT THE
PROTECTION OF AN ORDER UNDER  SECTION 364 OF THE  BANKRUPTCY  CODE,  EACH OF THE
BORROWER  AND  GUARANTOR  HEREBY  WAIVES,  IN RESPECT  OF THE  LOANS,  THE OTHER
OBLIGATIONS  AND THE  EXERCISE OF REMEDIES  AGAINST ITS PROPERTY TO SATISFY SUCH
LOANS AND OBLIGATIONS, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROTECTION OF
THE AUTOMATIC STAY UNDER SECTION 362 OF THE  BANKRUPTCY  CODE AND ANY OTHER STAY
OR INJUNCTION  AVAILABLE  UNDER SECTION 105 OF THE  BANKRUPTCY  CODE IN ANY CASE
FILED BY OR AGAINST THE BORROWER OR GUARANTOR AFTER THE DATE HEREOF AND PRIOR TO
REPAYMENT IN FULL OF THE LOANS AND OTHER  OBLIGATIONS  UNDER THE LOAN DOCUMENTS,
AND  COVENANTS  AND  AGREES  THAT IT WILL NOT  ASSERT  ANY  DEFENSE  OR CLAIM TO
PREVENT, INTERFERE WITH OR DELAY THE EXERCISE OF REMEDIES HEREUNDER OR UNDER THE
LOAN DOCUMENTS. EACH OF THE BORROWER AND GUARANTOR FURTHER ACKNOWLEDGES THAT THE
LENDERS  ARE  RELYING  ON THIS  WAIVER IN RESPECT  OF EACH  EXTENSION  OF CREDIT
HEREUNDER.


<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed and delivered by their proper and duly  authorized
officers as of the day and year first above written.

                                   SAFETY-KLEEN SYSTEMS, INC.


                                   By: /s/ Henry Taylor
                                       ---------------------------
                                     Name: Henry Taylor
                                     Title: President

                                   SAFETY-KLEEN SERVICES, INC.


                                   By: /s/ Henry Taylor
                                      --------------------------
                                     Name: Henry Taylor
                                     Title: President

                                   TORONTO DOMINION (TEXAS), INC.,
                                     as Agent

                                   By: /s/ Jano Mott
                                      --------------------------
                                     Name:  Jano Mott
                                     Title: V.P.

                                   LENDERS:

                                   LAIDLAW, INC.


                                   By: /s/ L. W. Haworth
                                      --------------------------
                                     Name:  L. W. Haworth
                                     Title: Sr. VP & CFO

                                   Amount Initially Funded: $1,009,979.13

                                   Aggregate Amount of Uncommitted
                                     Demand Line: $3,800,000.00


<PAGE>


                                   TORONTO DOMINION (TEXAS), INC.


                                   By: /s/ Jano Mott
                                      --------------------------
                                      Name:    Jano Mott
                                      Title:   VP

                                   Amount Initially Funded: $1,006,734.75

                                   Aggregate Amount of Uncommitted
                                      Demand Line: $3,787,793.20


                                   VAN KAMPEN PRIME RATE INCOME TRUST


                                   By: /s/Douglas J. Smith
                                      --------------------------
                                      Name:    Douglas J. Smith
                                      Title:   Vice President

                                   Amount Initially Funded: $199,337.99

                                   Aggregate Amount of Uncommitted
                                     Demand Line: $750,000.00

                                   BANK OF AMERICA


                                   By: /s/ William Crawford
                                      --------------------------
                                      Name:    William Crawford
                                      Title:   Managing Director

                                     Amount Initially Funded: $132,891.99

                                   Aggregate Amount of Uncommitted
                                     Demand Line: $500,000.00


<PAGE>


                                   SENIOR SECURED HIGH INCOME FUND, L.P.

                                   By: ING Capital Advisors LLC.,
                                         as Collateral Manager

                                   By: /s/Kurt Wegleitner
                                      --------------------------
                                      Name:    Kurt Wegleitner
                                      Title:   Vice President

                                   Amount Initially Funded: $132,891.99

                                   Aggregate Amount of Uncommitted
                                     Demand Line: $500,000.00

                                   SENIOR DEBT PORTFOLIO

                                   By: Boston Management and Research,
                                         as Investment Advisor


                                   By: /s/Payson F. Swaffield
                                      --------------------------
                                      Name:    Payson F. Swaffield
                                      Title:   Vice President

                                   Amount Initially Funded: $97,542.72

                                   Aggregate Amount of Uncommitted
                                     Demand Line: $367,000.00


<PAGE>


                                   OAK HILL SECURITIES FUND, L.P.

                                   By:  Oak Hill Securities GenPar, L.P.,
                                          its general partner

                                   By:  Oak Hill Securities MGP, Inc.,
                                          its general partner


                                   By: /s/William H. Bohnsack, Jr.
                                      --------------------------
                                      Name:    William H. Bohnsack, Jr.
                                      Title:   Vice President

                                   Amount Initially Funded: $83,776.92

                                   Aggregate Amount of Uncommitted
                                     Demand Line: $315,206.80

                                   BANK ONE, N.A.


                                   By: /s/Richard Babcock
                                      --------------------------
                                      Name:    Richard Babcock
                                      Title:   Vice President

                                   Amount Initially Funded: $74,419.51

                                   Aggregate Amount of Uncommitted
                                     Demand Line: $280,000.00


<PAGE>











                                                                      SCHEDULE I




                               MORTGAGED PROPERTY

I.  Description: See attachment to Form of Mortgage.





II.  Recording Office:  Kane County Recorder of Deeds, Elgin, Illinois









<PAGE>


                                                                       EXHIBIT A

                             DEMAND PROMISSORY NOTE

$_________                                                    New York, New York
                                                                   March __,2000

                  FOR VALUE RECEIVED,  the  undersigned,  SAFETY-KLEEN  SYSTEMS,
INC, a Wisconsin corporation (the "Borrower"), hereby unconditionally promises
                                   --------
promises to pay to the order of ----------------------  (the  "Lender") at the
                                                               ------
at the office of Toronto  Dominion  (Texas),  Inc. located at 909 Fannin Street,
Houston,  Texas  77010, in lawful money of the United States and in immediately
available funds, the principal  amount of DOLLARS ($     ), on the maturity date
therefor as provided in the Demand  Loan  Agreement  described  below;  and  the
Borrower  further unconditionally  promises  to pay  interest  in like money at
such office on the unpaid  principal amount hereof from time to time outstanding
at the rate and on the dates set forth in the Demand Loan Agreement.

                  This  Demand  Promissory  Note (a) is one of the Notes  issued
pursuant to the Demand Loan  Agreement,  dated as of March 14, 2000 (the "Demand
Loan Agreement"), among the Borrower, Safety-Kleen Services, Inc., as guarantor,
the Lender,  the other lenders parties thereto,  and Toronto  Dominion  (Texas),
Inc., as agent,  (b) is subject to the  provisions of the Demand Loan  Agreement
and (c) is subject to optional and  mandatory  prepayment in whole or in part as
provided in the Demand Loan Agreement. This Demand Promissory Note is secured as
provided in the Demand Loan  Agreement.  Reference  is hereby made to the Demand
Loan  Agreement  for a  description  of the  properties  and  assets  in which a
security interest has been granted,  the nature and extent of the security,  the
terms and  conditions  upon which the  security  interests  were granted and the
rights of the holder of this Demand Promissory Note in respect thereof.

                  All parties  now and  hereafter  liable  with  respect to this
Demand Promissory Note, whether maker, principal, surety, guarantor, endorser or
otherwise,  hereby waive presentment,  demand,  protest and all other notices of
any kind.

                  THIS  DEMAND   PROMISSORY  NOTE  SHALL  BE  GOVERNED  BY,  AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                     SAFETY-KLEEN SYSTEMS, INC.


                                     By:--------------------------
                                        Name:
                                        Title:


<PAGE>



                                                                       EXHIBIT B
                                                                       ---------

                             MORTGAGE, ASSIGNMENT OF
                          RENTS AND LEASES AND SECURITY
                                    AGREEMENT

                                      from

                      SAFETY-KLEEN SYSTEMS, INC., Mortgagor
                     (formerly known as Safety-Kleen Corp.)

                                       to

                    TORONTO DOMINION (TEXAS), INC., Mortgagee


                           DATED AS OF MARCH 14, 2000




                     This document was prepared by, and when
                           recorded, please return to:

                           Simpson Thacher & Bartlett
                        3373 Hillview Avenue - Suite 250
                           Palo Alto, California 94304
                          Attn: Erin L. Rothfuss, Esq.



<PAGE>




                                                                      [Illinois]



                          MORTGAGE, ASSIGNMENT OF RENTS
                        AND LEASES AND SECURITY AGREEMENT

                  THIS  MORTGAGE,  ASSIGNMENT  OF RENTS AND LEASES AND  SECURITY
AGREEMENT  dated as of March  14,  2000 is made by  SAFETY-KLEEN  SYSTEMS,  INC.
(formerly known as Safety-Kleen Corp.), a Wisconsin  corporation  ("Mortgagor"),
                                                                    ---------
whose address is 1301 Gervais Street, Suite 300, Columbia, South Carolina 29201,
to Toronto  Dominion  (Texas),  Inc., a Delaware  corporation,  as agent for the
Lenders referred to below (in such capacity,  "Mortgagee"), whose address is 909
                                               ---------
Fannin Street, Suite 1700, Houston,  Texas 77010.  References to this "Mortgage"
                                                                       --------
shall mean this instrument and any and all renewals, modifications,  amendments,
supplements,   extensions,   consolidations,    substitutions,   spreaders   and
replacements of this instrument.  Unless otherwise  defined herein,  capitalized
terms  shall have the  meanings  ascribed  to them in the Credit  Agreement  (as
defined below).

                                   Background
                                   ----------

                  A.  Mortgagor  is the owner of the  parcels  of real  property
described on Schedule A attached (such real  property,  together with all of the
buildings,  improvements,  structures and fixtures now or  subsequently  located
thereon  (the  "Improvements"),  being  collectively  referred  to as the  "Real
                ------------                                                ----
Estate").
------

                  B.  Mortgagor is a party to that certain Demand Loan Agreement
(the  "Credit   Agreement")   dated  as  of  March  14,  2000  among  Mortgagor,
       ------------------
Safety-Kleen Services, Inc., as guarantor, the several banks and other financial
institutions  from time to time parties  thereto (the  "Lenders") and Mortgagee.
                                                        -------
All defined terms used and not defined  herein shall have the meanings  assigned
thereto in the Credit Agreement.

                  C.  Pursuant t   the Credit Agreement,  the  Lenders may  make
demand loans from time to time to Mortgagor (the"Loans"). The  maximum aggregate
                                                 -----
principal amount  of  the  Loans outstanding at any one time shall not  exceed
$20,000,000.

                  D. The Loans may be evidenced by promissory notes of Mortgagor
made payable to the order of the  relevant Lender  (as the same may be  amended,
supplemented, modified,  extended,  restated or replaced from time to time, the
"Notes").  Each Loan bears  interest at the rate stated in the Credit Agreement;
 -----
references in this Mortgage to the "Default


<PAGE>
                                                                               2



Rate" shall mean, at any time, the interest rate applicable to overdue principal
amounts of the Loans as provided in the Credit Agreement.

                  E.  Mortgagee is the agent for the Lenders pursuant to the
Credit Agreement.

                  F.  It is a  condition  precedent  to  the  obligation  of the
Lenders to make their  respective  Loans to Mortgagor that Mortgagor  shall have
executed and  delivered  this Mortgage to Mortgagee for the benefit of Mortgagee
and the other  Lenders,  and Mortgagor is willing to so execute and deliver this
Mortgage in order to obtain the benefits available to it from Mortgagor entering
into the Credit Agreement.

                  NOW, THEREFORE, in consideration of the premises and to induce
Mortgagee  and the other  Lenders to make their  respective  Loans to Mortgagor,
Mortgagor hereby agrees with Mortgagee and the other Lenders as follows:

                                Granting Clauses
                                ----------------

                  For  good  and   valuable   consideration,   the  receipt  and
sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure:

                  (a) (i) the prompt and complete  payment and performance  when
         due of the  Obligations  and (ii) all interest  and fees,  indemnities,
         costs and expenses payable thereon by Mortgagor (the items set forth in
         the foregoing  clauses (i) and (ii) being referred to  collectively  as
         the "Indebtedness"); and
               -----------

                  (b) the performance of all covenants, agreements,  obligations
         and  liabilities  of Mortgagor  (the  "Obligations")  whether direct or
                                                -----------
         indirect, absolute or contingent, due or to become due, or now existing
         or  hereinafter  incurred,  which  may  arise  under,  out  of,  or  in
         connection with, this Mortgage,  any other document securing payment of
         the  Indebtedness  (the  "Security   Documents")  and  any  amendments,
                                   --------------------
         supplements,   extensions,  renewals,  restatements,   replacements  or
         modifications  of any of the  foregoing , the  Mortgage,  the  Security
         Documents, the Credit Agreement and all other documents and instruments
         from time to time  evidencing,  securing or guaranteeing the payment of
         the Indebtedness or the performance of the  Obligations,  as any of the
         same  may  be  amended,  supplemented,   extended,  renewed,  restated,
         replaced or modified from time to time, are collectively referred to as
         the "Loan Documents");
              --------------

MORTGAGOR HEREBY BARGAINS, SELLS, MORTGAGES, WARRANTS, CONVEYS, GRANTS, ASSIGNS,
TRANSFERS  AND SETS  OVER AND BY  THESE  PRESENTS  DOES  HEREBY  BARGAIN,  SELL,
MORTGAGE,  WARRANT,  CONVEY, GRANT, ASSIGN, TRANSFER AND SET OVER UNTO MORTGAGEE
AND HEREBY GRANTS TO MORTGAGEE A CONTINUING  SECURITY  INTEREST IN AND TO ALL OF
THE FOLLOWING:


<PAGE>
                                                                               3


                  (A)   the Real Estate;

                  (B)   all the estate, right, title, claim or demand whatsoever
         of Mortgagor, in possession or expectancy, in and to the Real Estate or
         any part thereof;

                  (C)   all right, title and interest  of  Mortgagor  in, to and
         under all  easements,  rights  of way,  gores of land,  streets,  ways,
         alleys,  passages,  sewer  rights,  waters,  water  courses,  water and
         riparian rights, development rights, air rights, mineral rights and all
         estates, rights, titles, interests,  privileges,  licenses,  tenements,
         hereditaments and appurtenances belonging,  relating or appertaining to
         the Real Estate, and any reversions, remainders, rents, issues, profits
         and revenue  thereof and all land lying in the bed of any street,  road
         or avenue,  in front of or adjoining the Real Estate to the center line
         thereof;

                  (D)  all  right,  title  and  interest  of  Mortgagor  in  the
         fixtures, chattels, business machines, machinery, apparatus, equipment,
         furnishings,  fittings and articles of personal  property of every kind
         and nature whatsoever,  and all appurtenances and additions thereto and
         substitutions  or  replacements  thereof  (together with, in each case,
         attachments,  components,  parts and  accessories)  currently  owned or
         subsequently acquired by Mortgagor and now or subsequently attached to,
         or  contained  in or used or usable in any way in  connection  with any
         operation or letting of the Real Estate, including but without limiting
         the generality of the foregoing, all screens,  awnings, shades, blinds,
         curtains,  draperies,  artwork, carpets, rugs, storm doors and windows,
         furniture  and  furnishings,   heating,   electrical,   and  mechanical
         equipment,   lighting,   switchboards,   plumbing,   ventilating,   air
         conditioning and air-cooling apparatus, refrigerating, and incinerating
         equipment,  escalators,  elevators, loading and unloading equipment and
         systems, stoves, ranges, laundry equipment, cleaning systems (including
         window   cleaning   apparatus),   telephones,   communication   systems
         (including  satellite  dishes and  antennae),  televisions,  computers,
         sprinkler systems and other fire prevention and extinguishing apparatus
         and materials,  security systems,  motors, engines,  machinery,  pipes,
         pumps, tanks, conduits, appliances, fittings and fixtures of every kind
         and  description  (all of the  foregoing  in this  paragraph  (D) being
         referred to as the "Equipment");
                             ---------

                  (E)  all right, title and  interest of Mortgagor in and to all
         substitutes and replacements of, and all additions and improvements to,
         the Real Estate and the Equipment, subsequently acquired by or released
         to  Mortgagor or  constructed,  assembled or placed by Mortgagor on the
         Real Estate, immediately upon such acquisition,  release, construction,
         assembling or placement,  including,  without  limitation,  any and all
         building  materials whether stored at the Real Estate or offsite,  and,
         in each such case, without any further mortgage, conveyance, assignment
         or other act by Mortgagor;

                  (F)  all right, title and  interest  of  Mortgagor  in, to and
         under all  leases,  subleases,  underlettings,  concession  agreements,
         management  agreements,  licenses and other agreements  relating to the
         use or  occupancy  of the  Real  Estate  or the  Equipment  or any part
         thereof,  now existing or  subsequently  entered into by Mortgagor  and
         whether  written  or oral and all  guarantees  of any of the  foregoing
         (collectively, as any of the


<PAGE>
                                                                               4

         foregoing may be amended, restated,  extended, renewed or modified from
         time to time, the "Leases"),  and all rights of Mortgagor in respect of
                            ------
         cash and securities  deposited  thereunder and the right to receive and
         collect  the  revenues,  income,  rents,  issues and  profits  thereof,
         together with all other rents,  royalties,  issues,  profits,  revenue,
         income and other  benefits  arising  from the use and  enjoyment of the
         Mortgaged Property (as defined below) (collectively, the "Rents");
                                                                   -----

                  (G) all trade names, trade marks, logos, copyrights, good will
         and  books  and  records  relating  to or used in  connection  with the
         operation of the Real Estate or the Equipment or any part thereof;  all
         general  intangibles  related to the operation of the  Improvements now
         existing or hereafter arising;

                  (H) all right, title and interest of Mortgagor in all unearned
         premiums  under  insurance  policies  now or  subsequently  obtained by
         Mortgagor  relating to the Real  Estate or  Equipment  and  Mortgagor's
         interest  in  and to  all  proceeds  of  any  such  insurance  policies
         (including title insurance policies) including the right to collect and
         receive such proceeds,  subject to the provisions relating to insurance
         generally  set forth  below;  and all  awards  and other  compensation,
         including  the  interest  payable  thereon and the right to collect and
         receive the same,  made to the present or any  subsequent  owner of the
         Real Estate or Equipment for the taking by eminent domain, condemnation
         or otherwise,  of all or any part of the Real Estate or any easement or
         other right therein;

                  (I) all right,  title and  interest of Mortgagor in and to (i)
         all contracts from time to time executed by Mortgagor or any manager or
         agent  on  its  behalf   relating  to  the   ownership,   construction,
         maintenance,  repair,  operation,  occupancy,  sale or financing of the
         Real  Estate  or  Equipment  or any  part  thereof  and all  agreements
         relating to the  purchase or lease of any portion of the Real Estate or
         any  property  which is  adjacent  or  peripheral  to the Real  Estate,
         together  with the right to  exercise  such  options  and all leases of
         Equipment (collectively, the "Contracts"), (ii) all consents, licenses,
                                       ---------
         building  permits,  certificates  of occupancy  and other  governmental
         approvals  relating  to  construction,  completion,  occupancy,  use or
         operation  of the Real Estate or any part  thereof  (collectively,  the
         "Permits") and (iii) all drawings, plans, specifications and similar or
          -------
         related items relating to the Real Estate (collectively, the "Plans");
                                                                       -----

                  (J)  all right, title and interest of Mortgagor in any and all
         monies now or  subsequently  on deposit  for the payment of real estate
         taxes or special assessments against the Real Estate or for the payment
         of premiums on insurance  policies  covering the foregoing  property or
         otherwise  on deposit  with or held by  Mortgagee  as  provided in this
         Mortgage;

                  (K)  all proceeds, both cash and noncash, of the foregoing;

                  (All of the foregoing  property and rights  and  interests now
owned  or held or  subsequently  acquired  by  Mortgagor  and  described  in the
foregoing clauses (A) through (E) are


<PAGE>
                                                                               5

collectively referred to as the "Premises", and those described in the foregoing
                                 --------
clauses  (A)  through  (K)  are  collectively  referred  to  as  the  "Mortgaged
                                                                       ---------
Property").
--------

                  TO HAVE AND TO HOLD the Mortgaged  Property and the rights and
privileges  hereby granted unto Mortgagee and its successors and assigns for the
uses and  purposes  set  forth,  until the  Indebtedness  is fully  paid and the
Obligations fully performed.

                              Terms and Conditions
                              --------------------

                  Mortgagor further represents,  warrants,  covenants and agrees
with Mortgagee as follows:

                  1.   Warranty of Title.  Mortgagor warrants that Mortgagor has
                       -----------------
good  title to the Real  Estate in fee  simple and good title to the rest of the
Mortgaged Property, subject only to the matters that are set forth in Schedule B
of the title  insurance  policy or policies  being issued to Mortgagee to insure
the lien of this  Mortgage (the  "Permitted  Exceptions")  and  Mortgagor  shall
                                  ---------------------
warrant,  defend and preserve such title and the rights granted by this Mortgage
with respect thereto  against all claims of all persons and entities.  Mortgagor
further warrants that it has the right to grant this Mortgage.

                  2.   Payment of Indebtedness.  Mortgagor shall pay the
                       -----------------------
Indebtedness at the times and places and in the manner specified in the Notes
and shall perform all the Obligations.

                  3.       Requirements.
                           ------------

                  (a)  Mortgagor  shall  promptly  comply  with,  or cause to be
complied  with,  and conform to all present and future  laws,  statutes,  codes,
ordinances, orders, judgments, decrees, rules, regulations and requirements, and
irrespective  of the nature of the work to be done, of each of the United States
of America, any State and any municipality,  local government or other political
subdivision thereof and any agency,  department,  bureau,  board,  commission or
other  instrumentality  of any of them,  now  existing or  subsequently  created
(collectively,   "Governmental  Authority")  which  has  jurisdiction  over  the
                  -----------------------
Mortgaged  Property and all covenants,  restrictions and conditions now or later
of record which may be applicable to any of the  Mortgaged  Property,  or to the
use, manner of use, occupancy, possession, operation,  maintenance,  alteration,
repair or  reconstruction  of any of the  Mortgaged  Property.  All  present and
future laws, statutes,  codes, ordinances,  orders,  judgments,  decrees, rules,
regulations  and  requirements  of every  Governmental  Authority  applicable to
Mortgagor or to any of the Mortgaged  Property and all covenants,  restrictions,
and  conditions  which now or later may be  applicable  to any of the  Mortgaged
Property are collectively referred to as the "Legal Requirements".
                                              ------------------

                  (b) From and after the date of this Mortgage,  Mortgagor shall
not by act or omission permit any building or other  improvement on any premises
not subject to this  Mortgage to rely on the Premises or any part thereof or any
interest therein to fulfill any Legal


<PAGE>
                                                                               6

Requirement,  and  Mortgagor  hereby  assigns to Mortgagee any and all rights to
give consent for all or any portion of the  Premises or any interest  therein to
be so used.  Mortgagor  shall not by act or omission impair the integrity of any
of the Real  Estate as a single  zoning  lot  separate  and apart from all other
premises. Mortgagor represents that each parcel of the Real Estate constitutes a
legally  subdivided  lot, in compliance  with all  subdivision  laws and similar
Legal  Requirements.  Any act or omission by  Mortgagor  which would result in a
violation of any of the provisions of this subsection shall be void.

                  4. Payment of Taxes and Other  Impositions.  (a) Promptly when
                     ---------------------------------------
due,  Mortgagor  shall  pay and  discharge  all taxes of every  kind and  nature
(including,   without  limitation,  all  real  and  personal  property,  income,
franchise, withholding,  transfer, gains, profits and gross receipts taxes), all
charges for any easement or agreement  maintained  for the benefit of any of the
Mortgaged  Property,  all  general  and special  assessments,  levies,  permits,
inspection and license fees, all water and sewer rents and charges and all other
public  charges even if  unforeseen or  extraordinary,  imposed upon or assessed
against or which may become a lien on any of the Mortgaged Property,  or arising
in  respect of the  occupancy,  use or  possession  thereof,  together  with any
penalties  or  interest  on any of  the  foregoing  (all  of the  foregoing  are
collectively  referred to as the "Impositions").  Mortgagor shall within 30 days
                                  -----------
after a request by  Mortgagee  deliver to  Mortgagee  (i)  original or copies of
receipted bills and cancelled checks evidencing payment of such Imposition if it
is a real estate tax or other  public  charge and (ii)  evidence  acceptable  to
Mortgagee  showing  the  payment  of any other  such  Imposition.  If by law any
Imposition,  at Mortgagor's option, may be paid in installments  (whether or not
interest shall accrue on the unpaid balance of such  Imposition),  Mortgagor may
elect to pay such Imposition in such  installments  and shall be responsible for
the payment of such installments with interest, if any.

                  (b)  Nothing  herein  shall  affect  any  right or  remedy  of
Mortgagee  under  this  Mortgage  or  otherwise,  without  notice  or  demand to
Mortgagor,  to pay any  Imposition  after the date such  Imposition  shall  have
become due, and to add to the  Indebtedness  the amount so paid,  together  with
interest  from  the time of  payment  at the  Default  Rate.  Any  sums  paid by
Mortgagee in discharge of any Impositions  shall be (i) a charge on the Premises
secured  hereby  prior to any right or title to,  interest in, or claim upon the
Premises subordinate to the lien of this Mortgage, and (ii) payable on demand by
Mortgagor to Mortgagee,  together with interest at the Default Rate as set forth
above.

                  (c)  Mortgagor  shall  not  claim,  demand or be  entitled  to
receive any credit or credits toward the satisfaction of this Mortgage or on any
interest payable thereon for any taxes assessed  against the Mortgaged  Property
or any part thereof, and shall not claim any deduction from the taxable value of
the Mortgaged Property by reason of this Mortgage.

                  (d)  Mortgagor  shall have the right  before  any  delinquency
occurs to  contest  or object in good  faith to the  amount or  validity  of any
Imposition by appropriate legal proceedings,  but such right shall not be deemed
or  construed  in any way as  relieving,  modifying,  or  extending  Mortgagor's
covenant to pay any such  Imposition  at the time and in the manner  provided in
this Section unless (i) Mortgagor has given prior written notice to Mortgagee of
Mortgagor's intent so


<PAGE>
                                                                               7

to contest or object to an  Imposition,  (ii)  Mortgagor  shall  demonstrate  to
Mortgagee's  satisfaction that the legal proceedings shall operate  conclusively
to prevent the sale of the Mortgaged  Property,  or any part thereof, to satisfy
such  Imposition  prior to final  determination  of such  proceedings  and (iii)
Mortgagor shall furnish a good and sufficient bond or surety as requested by and
reasonably  satisfactory to Mortgagee in the amount of the Impositions which are
being  contested plus any interest and penalty which may be imposed  thereon and
which could become a charge against the Real Estate or any part of the Mortgaged
Property.

                  5.   Insurance.  (a)  Mortgagor shall maintain or cause to be
                       ---------
 maintained on all of the Premises

                  (i)  property  insurance  against  loss  or  damage  by  fire,
         lightning,  windstorm,  tornado, water damage, flood, earthquake and by
         such other further risks and hazards as now are or subsequently  may be
         covered by an "all risk"  policy or a fire  policy  covering  "special"
         causes of loss and the policy limits shall be automatically  reinstated
         after each loss;

                  (ii)  commercial  general  liability  insurance under a policy
         including the "broad form CGL endorsement"  (or which  incorporates the
         language of such endorsement), covering all claims for personal injury,
         bodily injury or death,  or property  damage  occurring on, in or about
         the  Premises in an amount not less than  $10,000,000  combined  single
         limit with  respect to injury and property  damage  relating to any one
         occurrence plus such excess limits as Mortgagee shall request from time
         to time;

                  (iii) to the extent  applicable (as determined by Mortgagee in
         its sole  discretion),  insurance  against rent loss,  extra expense or
         business  interruption in amounts  satisfactory  to Mortgagee,  but not
         less than one year's gross rent or gross income; and

                  (iv) such other  insurance in such  amounts as  Mortgagee  may
         reasonably  request  from  time to time  against  loss or damage by any
         other risk commonly insured against by persons  occupying or using like
         properties  in the locality or  localities  in which the Real Estate is
         situated.

                  (b) Each  insurance policy (other than flood  insurance) shall
(i) provide that it shall not be cancelled,  non-renewed  or materially  amended
without 30 days' prior written notice to Mortgagee, and (ii) with respect to all
property  insurance,  contain  a  "Replacement  Cost  Endorsement"  without  any
deduction made for depreciation  and with no co-insurance  penalty (or attaching
an agreed amount  endorsement  satisfactory to Mortgagee),  with loss payable to
Mortgagee and Mortgagor (modified, if necessary, to provide that proceeds in the
amount of replacement  cost may be retained by Mortgagee  without the obligation
to  rebuild)  as  their  interest  may  appear,  without  contribution,  under a
"standard" or "New York"  mortgagee  clause  acceptable to Mortgagee.  Liability
insurance  policies shall name Mortgagee as an additional  insured and contain a
waiver of subrogation  against  Mortgagee.  Each policy shall expressly  provide
that any proceeds which are payable to Mortgagee  shall be paid by check payable
to the order of  Mortgagee  and  Mortgagor  and  requiring  the  endorsement  of
Mortgagee and Mortgagor.


<PAGE>
                                                                               8


                  (c) Mortgagor  shall deliver to Mortgagee an original of each
insurance  policy required to be maintained,  or a certificate of such insurance
acceptable to Mortgagee,  together with a copy of the declaration  page for each
such  policy.  Mortgagor  shall (i) pay as they become due all premiums for such
insurance, (ii) not later than 15 days prior to the expiration of each policy to
be  furnished  pursuant to the  provisions  of this  Section,  deliver a renewed
policy or policies, or duplicate original or originals thereof,  marked "premium
paid,"  or  accompanied  by such  other  evidence  of  payment  satisfactory  to
Mortgagee.

                  (d) If Mortgagor is in default of its obligations to insure or
deliver any such prepaid policy or policies,  then Mortgagee,  at its option and
without notice, may effect such insurance from year to year, and pay the premium
or  premiums  therefor,  and  Mortgagor  shall pay to  Mortgagee  on demand such
premium or premiums so paid by Mortgagee  with interest from the time of payment
at the Default Rate and the same shall be deemed to be secured by this  Mortgage
and shall be collectible in the same manner as the Indebtedness  secured by this
Mortgage.

                  (e) If the Mortgaged Property,  or any part thereof,  shall be
destroyed  or  damaged  and the cost to  repair  such  damage  exceeds  $10,000,
Mortgagor  shall give  immediate  notice  thereof to  Mortgagee.  All  insurance
proceeds  shall be paid to Mortgagee to be held by  Mortgagee as  collateral  to
secure the payment and  performance  of the  Indebtedness  and the  Obligations.
Notwithstanding the preceding sentence,  provided that no Event of Default shall
have occurred and be continuing,  Mortgagor  shall have the right to adjust such
loss,  and the  insurance  proceeds  relating  to such  loss may be paid over to
Mortgagor;  provided that Mortgagor shall promptly after any such damage, repair
all such damage regardless of whether any insurance  proceeds have been received
or whether such  proceeds,  if received,  are sufficient to pay for the costs of
repair.   Unless   Mortgagor   provides   Mortgagee  with  evidence   reasonably
satisfactory  to Mortgagee of the  Insurance  coverage  required by this Section
5(e) hereof,  Mortgagee may purchase insurance at Mortgagor's expense to protect
Mortgagee's  and the other  Lenders'  interest in the Mortgaged  Property.  This
insurance  may,  but need not,  protect  Mortgagor's  interest in the  Mortgaged
Property.  The coverage  purchased  by  Mortgagee  may not pay any claim made by
Mortgagor or any claim made against  Mortgagor in connection  with the Mortgaged
Property.  Mortgagor may later cancel any insurance purchased by Mortgagee,  but
only  after  providing  Mortgagee  with  evidence  reasonably   satisfactory  to
Mortgagee  that  Mortgagor  has  obtained  insurance as required by Section 5(e)
hereof. If Mortgagee purchases  insurance for the Mortgaged Property,  Mortgagor
will be responsible for the costs of such insurance,  including  interest at the
rate of  interest  applicable  after an Event of Default  and any other  charges
imposed by the  Mortgagee in connection  with the placement of insurance,  until
the effective  date of the  cancellation  or expiration of such  insurance.  The
costs of the insurance may, at Mortgagee's  discretion,  be added to Mortgagor's
total  principal  obligations  owing to Mortgagee,  and, in any event,  shall be
secured by this Mortgage and the other Security Documents.  It is understood and
agreed that the costs of insurance  obtained by  Mortgagee  may be more than the
costs of insurance Mortgagor may be able to obtain on its own.

                  (f) In the event of foreclosure of this Mortgage or other
transfer of  title to  the Mortgaged Property in extinguishment of the Indebted-
ness, all right, title and interest of


<PAGE>
                                                                               9

Mortgagor in and to any insurance policies then in force (to the extent they are
related to the  Mortgaged  Property)  shall pass to the purchaser or grantee and
Mortgagor hereby appoints Mortgagee its  attorney-in-fact,  in Mortgagor's name,
to assign and  transfer  all such  policies  and  proceeds to such  purchaser or
grantee.

                  (g) In the event any  Improvements  are built on the  premises
described on Schedule A attached,  Mortgagor shall cause Mortgagee to be insured
by the Title Insurance Company for the total value of the Real Estate.

                  (h) Mortgagor  may  maintain  insurance  required  under this
Mortgage  by means  of one or more  blanket  insurance  policies  maintained  by
Mortgagor;  provided,  however,  that  (A) any such  policy  shall  specify,  or
Mortgagor  shall  furnish to Mortgagee a written  statement  from the insurer so
specifying,  the maximum amount of the total insurance  afforded by such blanket
policy that is allocated to the  Premises and the other  Mortgaged  Property and
any  sublimits in such blanket  policy  applicable to the Premises and the other
Mortgaged  Property,  (B) each such blanket  policy shall include an endorsement
providing  that,  in the  event  of a loss  resulting  from  an  insured  peril,
insurance  proceeds  shall be allocated to the  Mortgaged  Property in an amount
equal to the coverages  required to be maintained by Mortgagor as provided above
and (C) the  protection  afforded under any such blanket policy shall be no less
than that which  would have been  afforded  under a separate  policy or policies
relating only to the Mortgaged Property.

                  6. Restrictions on Liens and Encumbrances. Except for the lien
                     --------------------------------------
of this  Mortgage  and the  Permitted  Exceptions,  Mortgagor  shall not further
mortgage,  nor otherwise encumber the Mortgaged Property nor create or suffer to
exist any lien,  charge or  encumbrance on the Mortgaged  Property,  or any part
thereof,  whether  superior or subordinate to this Mortgage and whether recourse
or non-recourse.

                  7.  Due on Sale and  Other  Transfer  Restrictions.  Mortgagor
                      ----------------------------------------------
shall not sell, transfer, lease, convey or assign or otherwise dispose of all or
any portion of, or any interest in, the Mortgaged Property.  Mortgagor shall not
enter into any agreement to sell, transfer, lease, convey or assign or otherwise
dispose of all or any portion of, or any  interest  in, the  Mortgaged  Property
unless such  agreement  contains a convenant by the purchaser  thereunder to pay
all net proceeds directly to Mortgagee in lieu of Mortgagor.

                  8.  Maintenance;  No Alteration;  Inspection;  Utilities.  (a)
                      ----------------------------------------------------
Mortgagor shall maintain or cause to be maintained all the  Improvements in good
condition  and  repair  and  shall  not  commit  or  suffer  any  waste  of  the
Improvements.  Mortgagor shall repair, restore,  replace or rebuild promptly any
part  of the  Premises  which  may  be  damaged  or  destroyed  by any  casualty
whatsoever.  The Improvements shall not be demolished or materially altered, nor
any material additions built, without the prior written consent of Mortgagee.

                  (b)  Mortgagee and any persons  authorized by Mortgagee  shall
have the right to enter and inspect  Premises  and the right to inspect all work
done, labor performed and materials  furnished in and about the Improvements and
the right to inspect  and make  copies of all books,  contracts  and  records of
Mortgagor relating to the Mortgaged Property.

<PAGE>
                                                                              10


                  (c)  Mortgagor  shall  pay or  cause  to be paid  when due all
utility charges which are incurred for gas, electricity, water or sewer services
furnished  to the  Premises  and all other  assessments  or charges of a similar
nature,  whether  public or  private,  affecting  the  Premises  or any  portion
thereof, whether or not such assessments or charges are liens thereon.

                  9.  Condemnation/Eminent  Domain.  Immediately  upon obtaining
                      ----------------------------
knowledge of the  institution of any  proceedings  for the  condemnation  of the
Mortgaged Property,  or any portion thereof,  Mortgagor will notify Mortgagee of
the pendency of such proceedings. Mortgagor authorizes Mortgagee, at Mortgagee's
option and in Mortgagee's sole discretion, as attorney-in-fact for Mortgagor, to
commence,  appear in and prosecute,  in  Mortgagee's  or  Mortgagor's  name, any
action or proceeding relating to any condemnation of the Mortgaged Property,  or
any portion  thereof,  and to settle or compromise any claim in connection  with
such  condemnation.  If Mortgagee elects not to participate in such condemnation
proceeding,  then Mortgagor shall, at its expense, diligently prosecute any such
proceeding  and shall  consult with  Mortgagee,  its  attorneys  and experts and
cooperate  with them in any  defense  of any such  proceedings.  All  awards and
proceeds of  condemnation  shall be assigned to  Mortgagee  to be applied in the
same manner as insurance  proceeds,  as provided above,  and Mortgagor agrees to
execute any such assignments of all such awards as Mortgagee may request.

                  10.  Restoration.  Subject  to the  provisions  of the  Credit
                       -----------
Agreement which may require  insurance  proceeds and  condemnation  proceeds and
awards  to be used to  prepay  the  Loans,  Mortgagor  shall  use all  insurance
proceeds  and all  condemnation  proceeds  and awards to  promptly  restore  the
Mortgaged  Property to its  condition  prior to such  casualty  or  condemnation
(giving  effect  to the  remaining  configuration  of the  Premises  after  such
condemnation), and in compliance with all Legal Requirements.

                  11.  Leases.  (a)  Mortgagor shall not(i)execute an assignment
                       ------
or pledge of any Lease relating to all or any portion of the Mortgaged Property
other than in favor of Mortgagee, or (ii) without the prior written consent of
Mortgagee, execute or permit to exist any Lease of any of the Mortgaged
Property.

                  (b) As to any Lease now in existence or subsequently consented
to by Mortgagee,  Mortgagor  shall not accept a surrender or terminate,  cancel,
rescind,  supplement,  alter,  revise,  modify or amend such Lease or permit any
such action to be taken nor shall Mortgagor accept the payment of rent more than
thirty (30) days in advance of its due date.

                  12.  Further  Assurances/Estoppel   Certificates.  To  further
                       -------------------------------------------
assure Mortgagee's  rights under this Mortgage,  Mortgagor agrees upon demand of
Mortgagee to do any act or execute any additional documents (including,  but not
limited to, security  agreements on any personalty included or to be included in
the  Mortgaged  Property and a separate  assignment  of each Lease in recordable
form) as may be  required  by  Mortgagee  to  confirm  the  rights  or  benefits
conferred on Mortgagee by this Mortgage.

                  13.  Mortgagee's Right to Perform.    If  Mortgagor  fails to
                       ----------------------------
perform any of the covenants or agreements of Mortgagor, Mortgagee, without
waiving or releasing Mortgagor from


<PAGE>
                                                                              11


any  obligation or default under this  Mortgage,  may, at any time (but shall be
under no obligation to) pay or perform the same, and the amount or cost thereof,
with interest at the Default Rate,  shall  immediately  be due from Mortgagor to
Mortgagee  and the same  shall  be  secured  by this  Mortgage  and  shall be an
encumbrance on the Mortgaged  Property prior to any right, title to, interest in
or claim upon the Mortgaged  Property  attaching  subsequent to the date of this
Mortgage.  No payment or advance of money by Mortgagee  under this Section shall
be deemed or construed to cure Mortgagor's  default or waive any right or remedy
of Mortgagee.

                  14.  Materials  of  Environmental  Concern.  (a) (i) Except in
                       -------------------------------------
compliance with all applicable Environmental Laws, neither Mortgagor nor, to the
best  knowledge of Mortgagor,  any other person has ever caused or permitted any
Materials of  Environmental  Concern to be placed,  stored,  held or located on,
under or at the Premises, or any part thereof; (ii) the Premises have never been
used (whether by Mortgagor or, to the best knowledge of Mortgagor,  by any other
person, including any tenant or sub-tenant) as a disposal site for any Materials
of  Environmental  Concern;  (iii) the Premises do not contain any  Materials of
Environmental  Concern in a concentration  or condition that could reasonably be
expect to result in liability under any Environmental Law; and (iv) the Premises
are not and have not been in violation of any applicable Environmental Law.

                  (b)  Mortgagor  shall  comply  with  any  and  all  applicable
Environmental  Laws and any other  applicable  Legal  Requirements  relating  to
Materials of Environmental  Concern, shall pay immediately when due the costs of
investigation,  remediation  and  removal  of  any  Materials  of  Environmental
Concern, and shall keep the Premises free of any lien imposed in connection with
such Legal Requirements.  In the event Mortgagor fails to do so, after notice to
Mortgagor  and the  expiration  of the earlier of (i)  applicable  cure  periods
hereunder,  or (ii)  the  cure  period  permitted  under  the  applicable  Legal
Requirement,  Mortgagee  may  declare  such  failure  an Event of Default or may
undertake  to so  comply,  pay,  or keep free (as the case may be) in which case
Mortgagor  shall  give  Mortgagee  and its agents  and  employees  access to the
Premises to so act, and the cost to so comply, pay or keep free with interest at
the Default Rate shall  immediately  be due from  Mortgagor to Mortgagee and the
same  shall  be added  to the  Indebtedness  and be  secured  by this  Mortgage.
Mortgagor  further  agrees  not  to  release  or  dispose  of any  Materials  of
Environmental  Concern at the Premises without the express approval of Mortgagee
and any  such  release  or  disposal  shall  comply  with all  applicable  Legal
Requirements and any conditions established by Mortgagee. In addition, except in
full compliance with all applicable  Environmental Laws, Mortgagor agrees not to
allow the use,  storage or presence of any  Materials of  Environmental  Concern
over or upon the  Premises.  Notwithstanding  anything to the contrary in either
the Credit Agreement or this Mortgage, Mortgagor shall not place or deposit, and
shall not allow any other  person to place or  deposit,  and shall not suffer to
remain present, any Materials of Environmental Concern on the Premises,  whether
or not such  placement,  deposit  or  presence  is  authorized  pursuant  to any
Environmental Law or Environmental Permit. Mortgagee shall have the right at any
time to conduct an environmental  assessment of the Premises and Mortgagor shall
cooperate in the conduct of such environmental assessment, and the costs of such
assessment  with  interest at the  Default  Rate shall  immediately  be due from
Mortgagor to Mortgagee  and the same shall be added to the  Indebtedness  and be
secured by this Mortgage. Mortgagor agrees to defend, indemnify and hold


<PAGE>
                                                                              12


Mortgagee free and harmless from and against all loss, costs, damage and expense
(including  attorneys' fees and costs and consequential  damages)  Mortgagee may
sustain  by  reason  of  (i)  the  imposition  or  recording  of a  lien  by any
Governmental  Authority pursuant to any Legal Requirement  relating to Materials
of  Environmental   Concern;  (ii)  claims  of  any  private  parties  regarding
violations of Environmental Laws; (iii) costs and expenses  (including,  without
limitation,  attorneys' fees and fees incidental to the securing of repayment of
such costs and expenses)  incurred by Mortgagor or Mortgagee in connection  with
the removal of any such lien or in connection  with  Mortgagor's  or Mortgagee's
compliance with any Environmental Laws; and (iv) the assertion against Mortgagee
by any party of any claim in connection with Materials of Environmental Concern.

                  (c)  The foregoing  indemnification shall survive repayment of
the Notes, notwithstanding the delivery of any satisfaction,  release or release
deed,  discharge or deed of reconveyance,  or the assignment of this Mortgage by
Mortgagee.

                  15.  Events of Default.   (i) The date of commencement by or
                       -----------------
against Mortgagor of any bankruptcy proceeding, (ii) the failure by Mortgagor to
repay any Loan at maturity  and/or  (iii) the occurrence of any other default
under the Credit Agreement shall constitute an "Event of Default" hereunder.

                  16.  Remedies.
                       --------

                  (a)  Upon the  occurrence of any Event of Default, in addition
to any  other  rights  and  remedies  Mortgagee  may have  pursuant  to the Loan
Documents,  or as provided by law, and without limitation,  (x) if such event is
an Event of Default  specified  in  subsection  15(i) above,  automatically  the
Indebtedness  and all other  amounts  owing  under this  Mortgage  and the other
Security  Documents  immediately  shall become due and payable,  and (y) if such
event is any other Event of Default, with the consent of the Lenders,  Mortgagee
may, by notice of default to Mortgagor,  declare the Indebtedness (together with
accrued interest  thereon) and all other amounts payable under this Mortgage and
the other  Security  Documents  to be  immediately  due and  payable.  Except as
expressly  provided  above in this  Section or as  required by  applicable  law,
notice of intention to accelerate, notice of acceleration,  presentment, demand,
protest  and all other  notices  of any kind are  hereby  expressly  waived.  In
addition, upon the occurrence of any Event of Default, Mortgagee may immediately
take such action, without notice or demand, as it deems advisable to protect and
enforce  its rights  against  Mortgagor  and in and to the  Mortgaged  Property,
including,  but not  limited  to, the  following  actions,  each of which may be
pursued concurrently or otherwise,  at such time and in such manner as Mortgagee
may determine, in its sole discretion,  without impairing or otherwise affecting
the other rights and remedies of Mortgagee:

                  (i) Mortgagee may, to the extent  permitted by applicable law,
         (A)  institute and maintain an action of judicial  foreclosure  against
         all or any part of the Mortgaged  Property,  (B) institute and maintain
         an action with respect to the Obligations  under the Notes, or (C) take
         such  other  action at law or in  equity  for the  enforcement  of this
         Mortgage or any of the Loan  Documents as the law may allow.  Mortgagee
         may proceed


<PAGE>
                                                                              13


         in any such action to final judgment and execution thereon for all sums
         due hereunder,  together with interest  thereon at the Default Rate and
         all costs of suit, including, without limitation, reasonable attorneys'
         fees and  disbursements.  Interest at the Default  Rate shall be due on
         any  judgment  obtained by  Mortgagee  from the date of judgment  until
         actual payment is made of the full amount of the judgment.

                  (ii) Mortgagee may personally, or by its agents, attorneys and
         employees  and  without  regard to the  adequacy or  inadequacy  of the
         Mortgaged  Property  or  any  other  collateral  as  security  for  the
         Indebtedness and Obligations enter into and upon the Mortgaged Property
         and each and every part  thereof and exclude  Mortgagor  and its agents
         and employees  therefrom  without  liability  for  trespass,  damage or
         otherwise  (Mortgagor  hereby  agreeing to surrender  possession of the
         Mortgaged  Property to Mortgagee upon demand at any such time) and use,
         operate,  manage, maintain and control the Mortgaged Property and every
         part thereof. Following such entry and taking of possession,  Mortgagee
         shall be entitled,  without limitation, (x) to lease all or any part or
         parts of the Mortgaged  Property for such periods of time and upon such
         conditions as Mortgagee  may, in its  discretion,  deem proper,  (y) to
         enforce,  cancel  or  modify  any  Lease  to the  extent  permitted  by
         applicable  law and  the  terms  of such  Lease  and (z)  generally  to
         execute, do and perform any other act, deed, matter or thing concerning
         the Mortgaged  Property as Mortgagee shall deem appropriate as fully as
         Mortgagor might do.

                  (iii) It is further agreed that if an Event of Default be made
         in the payment of any part of the  Indebtedness,  as an  alternative to
         the  right of  foreclosure  for the  full  secured  Indebtedness  after
         acceleration  thereof,  Mortgagee  shall  have the  right to  institute
         partial  foreclosure  proceedings  with  respect to the portion of said
         Indebtedness so in default, as if under a full foreclosure, and without
         declaring the entire secured  Indebtedness  due (such  proceeding being
         hereinafter referred to as a "partial foreclosure"),  and provided that
         if a partial  foreclosure sale is consummated as provided herein,  such
         sale may be made subject to the  continuing  lien of this  Mortgage for
         the  unmatured  portion  of the  secured  Indebtedness,  but as to such
         unmatured  part,  this Mortgage,  and the lien hereof,  shall remain in
         full force and effect  just as though no partial  foreclosure  sale had
         been made under the  provisions  of this Section.  Notwithstanding  the
         filing of any partial foreclosure or entry of a decree of sale therein,
         Mortgagee  may elect at any time  prior to a partial  foreclosure  sale
         pursuant to such decree, to discontinue such partial foreclosure and to
         accelerate  the  Indebtedness  secured  hereby by reason of any uncured
         Event of Default upon which such partial  foreclosure was predicated or
         by  reason  of any  other  Events of  Default,  and  proceed  with full
         foreclosure  proceedings.  It  is  further  agreed  that  one  or  more
         foreclosure sales may be made pursuant to partial  foreclosures without
         exhausting  the  right  of full or  partial  foreclosure  sale  for any
         unmatured  part of the  secured  Indebtedness,  it being the purpose to
         provide  for a partial  foreclosure  sale of the  Indebtedness  secured
         hereby without  exhausting the power to foreclose for any other part of
         the Indebtedness whether matured at the time or subsequently  maturing,
         and without exhausting any right of acceleration and full foreclosure.


<PAGE>
                                                                              14


                  (b) The holder of this  Mortgage,  in any action to  foreclose
this Mortgage in a judicial procedure, shall be entitled to the appointment of a
receiver.  In case of a sheriff's sale or foreclosure  sale, the Real Estate may
be sold, at Mortgagee's  election,  in one parcel or in more than one parcel and
Mortgagee is specifically empowered (without being required to do so, and in its
sole and  absolute  discretion)  to cause  successive  sales of  portions of the
Mortgaged Property to be held.

                  (c)  In  the  event  of any  breach  of any of the  covenants,
agreements,  terms or conditions contained in this Mortgage, and notwithstanding
to the contrary any exculpatory or non-recourse  language which may be contained
herein,  Mortgagee  shall be entitled to enjoin such breach and obtain  specific
performance of any covenant,  agreement,  term or condition and Mortgagee  shall
have the right to invoke any equitable  right or remedy as though other remedies
were not provided for in this Mortgage.

                  17. Right of Mortgagee to Credit Sale.  Upon the occurrence of
                      ---------------------------------
any sale made under this  Mortgage,  whether  made under the power of sale or by
virtue of judicial  proceedings  or of a judgment or decree of  foreclosure  and
sale,  Mortgagee  may bid for and  acquire  the  Mortgaged  Property or any part
thereof. In lieu of paying cash therefor,  Mortgagee may make settlement for the
purchase price by crediting upon the  Indebtedness or other sums secured by this
Mortgage the net sales price after deducting  therefrom the expenses of sale and
the cost of the  action  and any other sums which  Mortgagee  is  authorized  to
deduct under this Mortgage. In such event, this Mortgage,  the Credit Agreement,
the  Notes and the  documents  evidencing  expenditures  secured  hereby  may be
presented to the person or persons  conducting the sale in order that the amount
so used or applied may be credited upon the Indebtedness as having been paid.

                  18. Appointment of Receiver. If an Event of Default shall have
                      -----------------------
occurred and be continuing, Mortgagee as a matter of right and without notice to
Mortgagor,  unless  otherwise  required by applicable law, and without regard to
the adequacy or inadequacy of the Mortgaged  Property or any other collateral as
security  for the  Indebtedness  and  Obligations  or the  interest of Mortgagor
therein,  shall  have the right to apply to any  court  having  jurisdiction  to
appoint a receiver or  receivers  or other  manager of the  Mortgaged  Property,
without  requiring  the posting of a surety bond and  without  reference  to the
adequacy or inadequacy of the value of the Mortgaged Property or the solvency or
insolvency  of Mortgagor or any other party  obligated for payment of all or any
part of the Indebtedness,  and whether or not waste has occurred with respect to
the  Mortgaged   Property.   Mortgagor  hereby  irrevocably   consents  to  such
appointment  and waives  notice of any  application  therefor  (except as may be
required by law). Any such receiver or receivers shall have all the usual powers
and duties of receivers  in like or similar  cases and all the powers and duties
of Mortgagee in case of entry as provided in this Mortgage,  including,  without
limitation and to the extent permitted by law, the right to enter into leases of
all or any  part of the  Mortgaged  Property,  and  shall  continue  as such and
exercise all such powers until the date of confirmation of sale of the Mortgaged
Property unless such receivership is sooner terminated.


<PAGE>
                                                                              15


                  19.  Extension,   Release,  etc.  (a)  Without  affecting  the
                       --------------------------
encumbrance  or  charge  of this  Mortgage  upon any  portion  of the  Mortgaged
Property not then or theretofore released as security for the full amount of the
Indebtedness,  Mortgagee may, from time to time and without notice, agree to (i)
release any person  liable for the  Indebtedness,  (ii)  extend the  maturity or
alter any of the terms of the Indebtedness or any guaranty thereof,  (iii) grant
other  indulgences,  (iv)  release  or  reconvey,  or  cause to be  released  or
reconveyed at any time at Mortgagee's  option any parcel,  portion or all of the
Mortgaged Property, (v) take or release any other or additional security for any
obligation  herein mentioned,  or (vi) make  compositions or other  arrangements
with debtors in relation thereto. If at any time this Mortgage shall secure less
than all of the principal  amount of the  Indebtedness,  it is expressly  agreed
that any repayments of the principal amount of the Indebtedness shall not reduce
the amount of the  encumbrance  of this Mortgage  until the  encumbrance  amount
shall equal the principal amount of the Indebtedness outstanding.

                  (b) No recovery of any judgment by Mortgagee and no levy of an
execution  under any  judgment  upon the  Mortgaged  Property  or upon any other
property of  Mortgagor  shall  affect the  encumbrance  of this  Mortgage or any
liens,  rights,  powers or  remedies  of  Mortgagee  hereunder,  and such liens,
rights, powers and remedies shall continue unimpaired.

                  (c) If  Mortgagee  shall  have  the  right to  foreclose  this
Mortgage or to exercise its power of sale, Mortgagor authorizes Mortgagee at its
option to  foreclose  the lien of this  Mortgage  subject  to the  rights of any
tenants of the Mortgaged Property.  The failure to make any such tenants parties
defendant to any such foreclosure  proceeding and to foreclose their rights,  or
to  provide  notice to such  tenants  as  required  in any  statutory  procedure
governing a sale of the Mortgaged  Property by Mortgagee,  or to terminate  such
tenant's  rights in such sale will not be asserted by  Mortgagor as a defense to
any  proceeding  instituted  by  Mortgagee  to collect  the  Indebtedness  or to
foreclose the lien of this Mortgage.

                  (d) Unless  expressly  provided  otherwise,  in the event that
Mortgagee's interest in this Mortgage and title to the Mortgaged Property or any
estate  therein shall become vested in the same person or entity,  this Mortgage
shall  not  merge in such  title but  shall  continue  as a valid  charge on the
Mortgaged Property for the amount secured hereby.

                  20. Security Agreement under Uniform Commercial Code.
                      ------------------------------------------------
                  (a) It is  the  intention  of the  parties  hereto  that  this
Mortgage shall constitute a Security Agreement within the meaning of the Uniform
Commercial  Code (the "Code") of the State of  Illinois.  If an Event of Default
shall occur under this  Mortgage,  then in addition to having any other right or
remedy available at law or in equity,  Mortgagee shall have the option of either
(i) proceeding  under the Code and exercising such rights and remedies as may be
provided  to a secured  party by the Code with  respect to all or any portion of
the  Mortgaged   Property  which  is  personal  property   (including,   without
limitation,  taking  possession  of and selling such  property) or (ii) treating
such property as real property and proceeding  with respect to both the real and
personal  property  constituting  the  Mortgaged  Property  in  accordance  with
Mortgagee's  rights,  powers and remedies  with respect to the real property (in
which event the default  provisions  of the Code shall not apply).  If Mortgagee
shall  elect to proceed  under the Code,  then five days'  notice of sale of the
personal property shall be deemed reasonable notice and the


<PAGE>
                                                                              16


reasonable  expenses of retaking,  holding,  preparing for sale, selling and the
like incurred by Mortgagee shall include, but not be limited to, attorneys' fees
and legal  expenses.  At  Mortgagee's  request,  Mortgagor  shall  assemble  the
personal  property and make it available to Mortgagee at a place  designated  by
Mortgagee which is reasonably convenient to both parties.

                  (b) Mortgagor and Mortgagee  agree, to the extent permitted by
law,  that:  (i) all of the goods  described  within the  definition of the word
"Equipment" are or are to become fixtures on the Real Estate; (ii) this Mortgage
upon recording or  registration  in the real estate records of the proper office
shall  constitute a financing  statement filed as a "fixture  filing" within the
meaning of Sections 9-313 and 9-402 of the Code;  (iii)  Mortgagor is the record
owner of the Real Estate;  and (iv) the addresses of Mortgagor and Mortgagee are
as set forth on the first page of this Mortgage.

                  (c)  Mortgagor,  upon request by Mortgagee  from time to time,
shall  execute,  acknowledge  and  deliver  to  Mortgagee  one or more  separate
security agreements, in form satisfactory to Mortgagee, covering all or any part
of the Mortgaged Property and will further execute,  acknowledge and deliver, or
cause to be executed,  acknowledged  and  delivered,  any  financing  statement,
affidavit,  continuation statement or certificate or other document as Mortgagee
may  request in order to  perfect,  preserve,  maintain,  continue or extend the
security  interest  under and the priority of this  Mortgage  and such  security
instrument. Mortgagor further agrees to pay to Mortgagee on demand all costs and
expenses  incurred by Mortgagee in connection with the  preparation,  execution,
recording,  filing and re-filing of any such document and all  reasonable  costs
and expenses of any record  searches for financing  statements  Mortgagee  shall
reasonably require.  Mortgagor shall from time to time, on request of Mortgagee,
deliver to Mortgagee an inventory in  reasonable  detail of any of the Mortgaged
Property which constitutes personal property. If Mortgagor shall fail to furnish
any  financing  or  continuation  statement  within  10 days  after  request  by
Mortgagee,  then  pursuant  to the  provisions  of the  Code,  Mortgagor  hereby
authorizes Mortgagee, without the signature of Mortgagor, and hereby irrevocably
appoints  and  constitutes  Mortgagee  as its true and lawful  attorney-in-fact,
which  appointment is coupled with an interest,  in its name, place and stead to
execute and file any such financing and continuation  statements.  The filing of
any financing or  continuation  statements  in the records  relating to personal
property or chattels shall not be construed as in any way impairing the right of
Mortgagee to proceed against any personal  property  encumbered by this Mortgage
as real property, as set forth above.

                  21. Assignment  of Rents.  Mortgagor  hereby  absolutely  and
                      --------------------
unconditionally  assigns,  transfers,  conveys and sets over to  Mortgagee,  the
Rents as further security for the payment of the Indebtedness and performance of
the  Obligations,  and  Mortgagor  grants  to  Mortgagee  the right to enter the
Mortgaged  Property  for the  purpose  of  collecting  the  same  and to let the
Mortgaged Property or any part thereof, and to apply the Rents on account of the
Indebtedness.  The  foregoing  assignment  and grant is present and absolute and
shall continue in effect until the  Indebtedness  is paid in full, but Mortgagee
hereby  waives  the right to enter the  Mortgaged  Property  for the  purpose of
collecting the Rents and Mortgagor  shall be entitled to collect,  receive,  use
and  retain the Rents  until the  occurrence  of an Event of Default  under this
Mortgage; such right of Mortgagor to collect,  receive, use and retain the Rents
may be revoked


<PAGE>
                                                                              17


by Mortgagee  upon the occurrence of any Event of Default under this Mortgage by
giving not less than five days' written notice of such  revocation to Mortgagor;
in the event such notice is given, Mortgagor shall pay over to Mortgagee,  or to
any receiver  appointed to collect the Rents, any lease security  deposits,  and
shall pay monthly in advance to Mortgagee, or to any such receiver, the fair and
reasonable  rental value as determined by Mortgagee for the use and occupancy of
the  Mortgaged  Property or of such part thereof as may be in the  possession of
Mortgagor or any  affiliate of  Mortgagor,  and upon default in any such payment
Mortgagor and any such affiliate will vacate and surrender the possession of the
Mortgaged Property to Mortgagee or to such receiver,  and in default thereof may
be evicted by  summary  proceedings  or  otherwise.  Mortgagor  shall not accept
prepayments of  installments of Rent to become due for a period of more than one
month in advance  (except  for  security  deposits  and  estimated  payments  of
percentage rent, if any).

                  22. Trust  Funds.  All lease  security  deposits  of the Real
                      ------------
Estate shall be treated as trust funds not to be commingled with any other funds
of Mortgagor. Within 10 days after request by Mortgagee, Mortgagor shall furnish
Mortgagee  satisfactory  evidence of compliance with this  subsection,  together
with a  statement  of all lease  security  deposits by lessees and copies of all
Leases not previously delivered to Mortgagee, which statement shall be certified
by Mortgagor.

                  23. Additional  Rights.  The holder of any subordinate lien or
                      ------------------
subordinate  mortgage on the Mortgaged Property shall have no right to terminate
any Lease  whether or not such Lease is  subordinate  to this Mortgage nor shall
any holder of any subordinate lien or subordinate mortgage join any tenant under
any  Lease in any  trustee's  sale or action to  foreclose  the lien or  modify,
interfere  with,  disturb or terminate the rights of any tenant under any Lease.
By recordation of this Mortgage all subordinate lienholders and the trustees and
beneficiaries  under  subordinate  deeds of trust are subject to and notified of
this  provision,  and any  action  taken by any such  lienholder  or  trustee or
beneficiary  contrary  to this  provision  shall  be null  and  void.  Upon  the
occurrence of any Event of Default,  Mortgagee  may, in its sole  discretion and
without regard to the adequacy of its security under this Mortgage, apply all or
any part of any amounts on deposit with  Mortgagee  under this Mortgage  against
all or any part of the Indebtedness. Any such application shall not be construed
to cure or waive any Default or Event of Default or invalidate  any act taken by
Mortgagee on account of such Default or Event of Default.

                  24. Notices.   All  notices,   requests,   demands  and  other
                      -------
communications  to or upon  the  respective  parties  hereto  shall  be given in
accordance  with the  provisions  of  subsection  6.2 of the  Credit  Agreement,
addressed to Mortgagor at the address  given on the first page of this  Mortgage
and to Mortgagee at the address given on the first page of this Mortgage.

                  25. No Oral  Modification.  This  Mortgage may not be amended,
                      ---------------------
supplemented,  terminated  or  otherwise  modified  except  in  writing  and  in
accordance  with the provisions of subsection 6.1 of the Credit  Agreement.  Any
agreement  made by  Mortgagor  and  Mortgagee  after  the date of this  Mortgage
relating to this  Mortgage  shall be superior to the rights of the holder of any
intervening or subordinate lien or encumbrance.


<PAGE>
                                                                              18


                  26. Partial  Invalidity.   In the event any one or more of the
                      -------------------
provisions  contained  in  this  Mortgage  shall  for any  reason  be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability  shall not affect any other provision hereof, but each shall be
construed as if such invalid,  illegal or unenforceable provision had never been
included. Notwithstanding to the contrary anything contained in this Mortgage or
in any provisions of the  Indebtedness  or Loan  Documents,  the  obligations of
Mortgagor  and of any other  obligor under the  Indebtedness  or Loan  Documents
shall be subject to the  limitation  that  Mortgagee  shall not charge,  take or
receive,  nor  shall  Mortgagor  or any other  obligor  be  obligated  to pay to
Mortgagee,  any amounts  constituting  interest  in excess of the  maximum  rate
permitted by law to be charged by Mortgagee.

                  27. Mortgagor's  Waiver  of  Rights.   To the  fullest  extent
                      -------------------------------
permitted by law,  Mortgagor waives the benefit of all laws now existing or that
may subsequently be enacted  providing for (i) any  appraisement  before sale of
any portion of the  Mortgaged  Property,  (ii) any extension of the time for the
enforcement of the collection of the  Indebtedness  or the creation or extension
of a period of redemption  from any sale made in collecting  such debt and (iii)
exemption  of the  Mortgaged  Property  from  attachment,  levy  or  sale  under
execution or exemption from civil process.  To the full extent  Mortgagor may do
so,  Mortgagor  agrees that Mortgagor  will not at any time insist upon,  plead,
claim or take the  benefit or  advantage  of any law now or  hereafter  in force
providing  for  any  appraisement,  valuation,  stay,  exemption,  extension  or
redemption,  or requiring  foreclosure  of this Mortgage  before  exercising any
other remedy granted  hereunder and Mortgagor,  for Mortgagor and its successors
and  assigns,  and for any and all persons  ever  claiming  any  interest in the
Mortgaged  Property,  to the extent permitted by law, hereby waives and releases
all rights of redemption, valuation,  appraisement, stay of execution, notice of
election  to mature or declare  due the whole of the  secured  indebtedness  and
marshalling in the event of foreclosure of the liens hereby  created.  Mortgagor
further  waives,  to the extent  permitted  by  applicable  law,  all errors and
imperfections in any proceedings instituted by Mortgagee under this Mortgage and
all  notices of any Event of Default  (except as may be  provided  for under the
terms of this  Mortgage)  or of  Mortgagee's  election to exercise or its actual
exercise of any right, remedy or recourse provided for under this Mortgage.

                  28. Remedies Not  Exclusive.   Mortgagee  shall be entitled to
                      -----------------------
enforce  payment of the  Indebtedness  and performance of the Obligations and to
exercise  all rights and powers  under this  Mortgage  or under any of the other
Loan  Documents  or  other  agreement  or any laws now or  hereafter  in  force,
notwithstanding  some  or all of the  Indebtedness  and  Obligations  may now or
hereafter be otherwise  secured,  whether by deed of trust,  mortgage,  security
agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this
Mortgage  nor  its  enforcement,   shall  prejudice  or  in  any  manner  affect
Mortgagee's right to realize upon or enforce any other security now or hereafter
held by Mortgagee,  it being agreed that Mortgagee  shall be entitled to enforce
this Mortgage and any other  security now or hereafter held by Mortgagee in such
order and manner as  Mortgagee  may  determine in its  absolute  discretion.  No
remedy  herein  conferred  upon or  reserved  to  Mortgagee  is  intended  to be
exclusive of any other remedy herein or by law provided or  permitted,  but each
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder or now or hereafter existing at law or in equity or by statute.  Every
power or remedy  given by any of the Loan  Documents  to  Mortgagee  or to which
either


<PAGE>
                                                                              19


may otherwise be entitled, may be exercised, concurrently or independently, from
time to time and as often as may be deemed  expedient by Mortgagee.  In no event
shall  Mortgagee,  in the  exercise of the  remedies  provided in this  Mortgage
(including,  without limitation,  in connection with the assignment of Rents, or
the  appointment  of a receiver and the entry of such  receiver on to all or any
part of the  Mortgaged  Property),  be deemed a "mortgagee in  possession,"  and
Mortgagee  shall not in any way be made liable for any act, either of commission
or omission, in connection with the exercise of such remedies.

                  29. Multiple  Security.   If (a) the Premises shall consist of
one or more parcels, whether or not contiguous and whether or not located in the
same  county,  or (b) in  addition  to this  Mortgage,  Mortgagee  shall  now or
hereafter hold or be the beneficiary of one or more additional mortgages, liens,
deeds of trust or other security  (directly or indirectly) for the  Indebtedness
upon other  property in the State of Illinois  (whether or not such  property is
owned by  Mortgagor  or by others) or (c) both the  circumstances  described  in
clauses (a) and (b) shall be true, then to the fullest extent  permitted by law,
Mortgagee may, at its election,  commence or  consolidate in a single  trustee's
sale or foreclosure action all trustee's sale or foreclosure proceedings against
all  such  collateral   securing  the  Indebtedness   (including  the  Mortgaged
Property), which action may be brought or consolidated in the courts of, or sale
conducted in, any county in which any of such  collateral is located.  Mortgagor
acknowledges  that the  right  to  maintain  a  consolidated  trustee's  sale or
foreclosure  action  is  a  specific  inducement  to  Mortgagee  to  extend  the
Indebtedness,  and Mortgagor  expressly and irrevocably waives any objections to
the  commencement or  consolidation  of the foreclosure  proceedings in a single
action  and any  objections  to the  laying of venue or based on the  grounds of
forum non  conveniens  which it may now or  hereafter  have.  Mortgagor  further
---------------------
agrees that if Mortgagee shall be prosecuting  one or more  foreclosure or other
proceedings  against  a  portion  of  the  Mortgaged  Property  or  against  any
collateral  other than the  Mortgaged  Property,  which  collateral  directly or
indirectly  secures the  Indebtedness,  or if  Mortgagee  shall have  obtained a
judgment of foreclosure  and sale or similar  judgment  against such  collateral
(or, in the case of a trustee's sale, shall have met the statutory  requirements
therefor with respect to such collateral), then, whether or not such proceedings
are being  maintained  or  judgments  were  obtained  in or outside the State of
Illinois,  Mortgagee may commence or continue any trustee's  sale or foreclosure
proceedings and exercise its other remedies granted in this Mortgage against all
or any part of the Mortgaged Property and Mortgagor waives any objections to the
commencement  or  continuation  of a foreclosure of this Mortgage or exercise of
any other remedies  hereunder based on such other proceedings or judgments,  and
waives any right to seek to  dismiss,  stay,  remove,  transfer  or  consolidate
either any action under this Mortgage or such other  proceedings  on such basis.
The  commencement or continuation of proceedings to sell the Mortgaged  Property
in a trustee's  sale,  to foreclose  this  Mortgage or the exercise of any other
rights  hereunder or the recovery of any judgment by Mortgagee or the occurrence
of any sale by Mortgagee in any such proceedings  shall not prejudice,  limit or
preclude  Mortgagee's right to commence or continue one or more trustee's sales,
foreclosure or other  proceedings or obtain a judgment  against (or, in the case
of a trustee's sale, to meet the statutory  requirements  for, any such sale of)
any other collateral (either in or outside the State of Illinois) which directly
or  indirectly  secures the  Indebtedness,  and Mortgagor  expressly  waives any
objections to the  commencement  of,  continuation of, or entry of a judgment in
such other sales or  proceedings  or  exercise of any  remedies in such sales or
proceedings based


<PAGE>
                                                                              20


upon any action or judgment  connected  to this  Mortgage,  and  Mortgagor  also
waives any right to seek to  dismiss,  stay,  remove,  transfer  or  consolidate
either such other sales or proceedings or any sale or action under this Mortgage
on such basis. It is expressly  understood and agreed that to the fullest extent
permitted  by  law,  Mortgagee  may,  at its  election,  cause  the  sale of all
collateral which is the subject of a single trustee's sale or foreclosure action
at either a single sale or at multiple sales conducted  simultaneously  and take
such other  measures as are  appropriate in order to effect the agreement of the
parties to dispose of and administer all  collateral  securing the  Indebtedness
(directly or indirectly) in the most economical and least time-consuming manner.

                  30. Successors  and  Assigns.    All  covenants  of  Mortgagor
                      ------------------------
contained in this Mortgage are imposed solely and exclusively for the benefit of
Mortgagee and their  respective  successors and assigns,  and no other person or
entity  shall have  standing to require  compliance  with such  covenants  or be
deemed, under any circumstances,  to be a beneficiary of such covenants,  any or
all of which may be freely  waived in whole or in part by  Mortgagee at any time
if in the sole discretion of either of them such waiver is deemed advisable. All
such  covenants of  Mortgagor  shall run with the land and bind  Mortgagor,  the
successors  and  assigns  of  Mortgagor  (and each of them)  and all  subsequent
owners,  encumbrancers and tenants of the Mortgaged Property, and shall inure to
the benefit of Mortgagee and its  successors and assigns.  The word  "Mortgagor"
shall  be  construed  as if it read  "Mortgagors"  whenever  the  sense  of this
Mortgage  so  requires  and if there  shall  be more  than  one  Mortgagor,  the
obligations of the Mortgagors shall be joint and several.

                  31. No Waivers,  etc.  Any failure by Mortgagee to insist upon
                      ----------------
the strict  performance  by Mortgagor of any of the terms and provisions of this
Mortgage  shall not be deemed to be a waiver of any of the terms and  provisions
hereof, and Mortgagee,  notwithstanding  any such failure,  shall have the right
thereafter to insist upon the strict  performance by Mortgagor of any and all of
the  terms  and  provisions  of this  Mortgage  to be  performed  by  Mortgagor.
Mortgagee may release, regardless of consideration and without the necessity for
any notice to or consent by the beneficiary of any  subordinate  mortgage or the
holder  of any  subordinate  lien on the  Mortgaged  Property,  any  part of the
security held for the obligations  secured by this Mortgage  without,  as to the
remainder of the security,  in anywise  impairing or affecting  this Mortgage or
the priority of this Mortgage over any subordinate lien or mortgage.

                  32. GOVERNING LAW, ETC. THIS MORTGAGE SHALL BE GOVERNED BY AND
CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF  ILLINOIS,  EXCEPT THAT
MORTGAGOR EXPRESSLY ACKNOWLEDGES THAT BY THEIR TERMS THE NOTES SHALL BE GOVERNED
AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  WITHOUT
REGARD TO  PRINCIPLES  OF CONFLICT  OF LAW,  AND FOR  PURPOSES  OF  CONSISTENCY,
MORTGAGOR AGREES THAT IN ANY IN PERSONAM PROCEEDING RELATED TO THIS MORTGAGE THE
                             -----------
RIGHTS OF THE PARTIES TO THIS  MORTGAGE  SHALL ALSO BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK  GOVERNING  CONTRACTS MADE
AND TO BE PERFORMED IN THAT STATE,  WITHOUT  REGARD TO PRINCIPLES OF CONFLICT OF
LAW.


<PAGE>
                                                                              21


                  33. WAIVER OF TRIAL BY JURY.   MORTGAGOR  AND  MORTGAGEE  EACH
                      -----------------------
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY ACTION, CLAIM,
SUIT OR PROCEEDING  RELATING TO THIS MORTGAGE AND FOR ANY  COUNTERCLAIM  BROUGHT
THEREIN. MORTGAGOR HEREBY WAIVES ALL RIGHTS TO INTERPOSE ANY COUNTERCLAIM IN ANY
SUIT  BROUGHT  BY  MORTGAGEE  HEREUNDER  AND ALL  RIGHTS  TO HAVE ANY SUCH  SUIT
CONSOLIDATED WITH ANY SEPARATE SUIT, ACTION OR PROCEEDING.

                  34. Certain Definitions.  Unless the context clearly indicates
                      -------------------
a contrary intent or unless otherwise  specifically  provided herein, words used
in this Mortgage  shall be used  interchangeably  in singular or plural form and
the word  "Mortgagor"  shall mean "each  Mortgagor  or any  subsequent  owner or
owners of the Mortgaged  Property or any part thereof or interest  therein," the
word "Mortgagee"  shall mean "Mortgagee or any subsequent  holder of the Notes,"
the word  "Notes"  shall mean "the Notes or any other  evidence of  indebtedness
secured by this  Mortgage,"  the word  "person"  shall  include any  individual,
corporation,   partnership,   trust,  unincorporated  association,   government,
governmental  authority,  or other entity,  and the words  "Mortgaged  Property"
shall  include  any  portion of the  Mortgaged  Property  or  interest  therein.
Whenever the context may require,  any  pronouns  used herein shall  include the
corresponding  masculine,  feminine or neuter  forms,  and the singular  form of
nouns and pronouns shall include the plural and vice versa. The captions in this
Mortgage are for  convenience  or reference  only and in no way limit or amplify
the provisions  hereof.  All terms used herein which are defined in the Illinois
Uniform Commercial Code shall be used in accordance with the definition therefor
in said Code.

                  35. Compliance with Illinois Mortgage  Foreclosure Law. (a) In
                      --------------------------------------------------
the event that any provision in this Mortgage shall be inconsistent  with any
provision of the Illinois  Mortgage  Foreclosure Law (Chapter 110,  Sections
15-1101 et seq.,  Illinois  Revised  Statutes),  as amended from time to time
herein  called the "Act"),  the provisions of the Act shall  take  precedence
over the  provisions  of this  Mortgage,  but shall not invalidate or render
unenforceable any other provision of this Mortgage that can be construed in a
manner consistent with the Act.

                  (b) If any provision of this Mortgage shall grant to Mortgagee
any rights or remedies upon default by the Mortgagor which are more limited than
the rights  that would  otherwise  be vested in  Mortgagee  under the Act in the
absence of said provision of this Mortgage,  Mortgagee  shall be vested with the
rights granted in the act to the full extent permitted by law.

                  (c) Without  limiting the  generality  of the  foregoing,  all
expenses incurred by Mortgagee to the extent  reimbursable under Section 15-1510
and 15-1512 of the Act,  whether incurred before or after any decree or judgment
of foreclosure,  and whether or not enumerated in this Mortgage,  shall be added
to the Indebtedness secured by this Mortgage or by the judgment of foreclosure.

                  36. Release Upon Payment and Discharge of Mortgagor's
                      -------------------------------------------------
Obligations. Mortgagee shall release this Mortgage and the lien hereof by proper
-----------
instrument upon payment


<PAGE>
                                                                              22


and  discharge  of  all  Indebtedness   secured  hereby  (including  payment  of
reasonable  expenses  incurred by Mortgagee in connection  with the execution of
such release) and upon full and complete performance of all of the Obligations.

                  37. Receipt of Copy.    Mortgagor  acknowledges  that  it  has
                      ---------------
received a true copy of this Mortgage.

                  38. WAIVER OF AUTOMATIC STAY.  MORTGAGOR,  HAVING RECEIVED THE
ADVICE OF  COUNSEL  QUALIFIED  TO  PRACTICE  IN SUCH  MATTERS,  AND BEING  FULLY
INFORMED OF ITS RIGHTS UNDER TITLE 11 OF THE UNITED STATES CODE, SECTIONS 101 ET
SEQ.  ("BANKRUPTCY  CODE"),  HEREBY  ACKNOWLEDGES  THAT  THE  LOANS  BEING  MADE
        ----------------
HEREUNDER ARE BEING MADE IN CONNECTION  WITH AND IN PREPARATION FOR A GOOD FAITH
RESTRUCTURING  OF ITS  BUSINESS,  ASSETS AND  LIABILITIES,  WHETHER IN OR OUT OF
COURT,  AND ARE  NECESSARY  AND  DESIRABLE TO ENABLE IT TO FULFILL ITS FIDUCIARY
DUTY TO ITS CREDITORS AND OTHER  CONSTITUENCIES  AND, TO INDUCE SUCH LOANS TO BE
MADE AT THIS TIME WITHOUT THE  PROTECTION  OF AN ORDER UNDER  SECTION 364 OF THE
BANKRUPTCY  CODE,  MORTGAGOR  HEREBY WAIVES,  IN RESPECT OF THE LOANS, THE OTHER
OBLIGATIONS  AND THE  EXERCISE OF REMEDIES  AGAINST ITS PROPERTY TO SATISFY SUCH
LOANS AND OBLIGATIONS, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROTECTION OF
THE AUTOMATIC STAY UNDER SECTION 362 OF THE  BANKRUPTCY  CODE AND ANY OTHER STAY
OR INJUNCTION  AVAILABLE  UNDER SECTION 105 OF THE  BANKRUPTCY  CODE IN ANY CASE
FILED BY OR AGAINST  MORTGAGOR  AFTER THE DATE HEREOF AND PRIOR TO  REPAYMENT IN
FULL OF THE LOANS AND OTHER OBLIGATIONS UNDER THE LOAN DOCUMENTS,  AND COVENANTS
AND AGREES THAT IT WILL NOT ASSERT ANY  DEFENSE OR CLAIM TO  PREVENT,  INTERFERE
WITH OR DELAY THE EXERCISE OF REMEDIES  HEREUNDER  OR UNDER THE LOAN  DOCUMENTS.
MORTGAGOR  FURTHER  ACKNOWLEDGES  THAT THE LENDERS ARE RELYING ON THIS WAIVER IN
RESPECT OF EACH EXTENSION OF CREDIT HEREUNDER.


<PAGE>
                                                                              23


                  IN WITNESS WHEREOF, Mortgagor has caused its name to be signed
to these  presents by its  ------------------------------,  and  attested by its
---------------- Secretary, the day and year first above written.

                                    SAFETY-KLEEN SYSTEMS, INC.
                                    (formerly known as Safety-Kleen Corp.)


                                    By: --------------------------
                                      Name:
                                      Title:

                                    Attest: --------------------------
                                      Name:
                                      Title:   ------ Secretary


<PAGE>






COUNTY OF                )

STATE OF                 )           ss.:



On the 14th day of March in the year 2000 before me, the  undersigned,  a notary
public  in  and  for  said  State,  personally  appeared  ----------------------
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that he executed the same in his/her  capacity,  and that by
his/her signature on the instrument,  the individual,  or the person upon behalf
of which the individual acted, executed the instrument.


--------------------------
     Notary Public


<PAGE>




                                   SCHEDULE A
                                   ----------

                           DESCRIPTION OF THE PREMISES


PARCEL ONE:
THAT PART OF SECTIONS 5, 8 AND 9.  TOWNSHIP 41 NORTH,  RANGE 6 EAST OF THE THIRD
PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTH EAST CORNER OF
SAID SECTION 8; THENCE NORTH 89 DEGREES,  41 MINUTES, 46 SECONDS WEST, ALONG THE
NORTH LINE OF SAID SECTION 8, A DISTANCE OF 1134.97 FEET (RECORD  BEING  1139.38
FEET);  THENCE SOUTH 00 DEGREES,  02 MINUTES, 50 SECONDS WEST, ALONG A LINE THAT
IF EXTENDED  SOUTHERLY  WOULD  INTERSECT  THE SOUTH LINE OF SAID  SECTION 8 AT A
POINT THAT IS 1067.26 FEET (RECORD BEING 1065.24 FEET:  WESTERLY OF, AS MEASURED
ALONG  SAID SOUTH  LINE,  THE SOUTH  EAST  CORNER OF SAID  SECTION 8, (THIS LINE
HEREAFTER  REFERRED  TO AS "LINE A"). A DISTANCE  OF 33.31 FEET FOR THE POINT OF
BEGINNING;  THENCE  CONTINUING  SOUTH 00 DEGREES,  02 MINUTES,  50 SECONDS WEST,
ALONG SAID "LINE A", A DISTANCE OF 336.69  FEET;  THENCE  NORTH 49  DEGREES,  44
MINUTES, 45 SECONDS WEST, A DISTANCE OF 410.00 FEET; THENCE NORTH 40 DEGREES, 15
MINUTES,  15 SECONDS EAST, A DISTANCE OF 50.00 FEET; THENCE NORTH 49 DEGREES, 44
MINUTES, 45 SECONDS WEST, A DISTANCE OF 200.00 FEET; THENCE NORTH 13















                                      -1-
<PAGE>


                              SCHEDULE A CONTINUED

DEGREES, 15 MINUTES, 15 SECONDS EAST, A DISTANCE OF 360.00 FEET; THENCE NORTH 78
DEGREES, 44 MINUTES, 45 SECONDS WEST, A DISTANCE OF 310.00 FEET; THENCE SOUTH 34
DEGREES, 15 MINUTES, 15 SECONDS WEST, A DISTANCE OF 310.00 FEET; THENCE SOUTH 00
DEGREES,  18 MINUTES,  14 SECONDS  WEST,  A DISTANCE OF 204.24 FEET TO THE SOUTH
LINE OF THE SOUTH  EAST 1/4 OF SAID  SECTION  5;  THENCE  SOUTH 89  DEGREES,  41
MINUTES,  46 SECONDS EAST, ALONG SAID SOUTH LINE, A DISTANCE OF 360.40 FEET TO A
POINT THAT IS 440.00 FEET WESTERLY OF "LINE A", AS MEASURED ALONG THE SOUTH LINE
OF SAID  SECTION 5;  THENCE  SOUTH 00  DEGREES,  02  MINUTES,  50 SECONDS  WEST,
PARALLEL WITH SAID "LINE A", A DISTANCE OF 834.95 FEET: THENCE SOUTH 89 DEGREES,
57 MINUTES, 10 SECONDS EAST, A DISTANCE OF 407.00 FEET TO A POINT ON A LINE THAT
IS 33.00 FEET  WESTERLY OF, AS MEASURED AT RIGHT  ANGLES AND PARALLEL  WITH SAID
"LINE A";  THENCE  SOUTH 00 DEGREES,  02 MINUTES,  50 SECONDS  WEST,  ALONG SAID
PARALLEL  LINE,  A DISTANCE OF 386.51 FEET TO A POINT THAT IS 1400.00  FEET,  AS
MEASURED ALONG SAID LINE,  NORTHERLY OF THE CENTER LINE OF HIGHLAND  AVENUE ROAD
AS PLATTED ON WEST HIGHLAND  ACRES,  BEING A SUBDIVISION OF PART OF SAID SECTION
8; THENCE  SOUTH 74 DEGREE,  42 MINUTES,  18 SECONDS  EAST, A DISTANCE OF 764.00
FEET;  THENCE  SOUTH 08 DEGREES,  39  MINUTES,  29 SECONDS  WEST,  A DISTANCE OF
1219.57  FEET TO A POINT ON THE SOUTH LINE ON THE NORTH EAST 1/4 OF SAID SECTION
8 THAT IS 586.10 FEET, AS MEASURED ALONG SAID SOUTH LINE, WEST OF THE SOUTH EAST
CORNER OF THE NORTH EAST 1/4 OF SAID  SECTION 8;  THENCE  NORTH 89  DEGREES,  32
MINUTES,  11 SECONDS  EAST,  ALONG SAID SOUTH LINE, A DISTANCE OF 576.99 FEET TO
THE WESTERLY  RIGHT OF WAY LINE OF RANDALL ROAD;  THENCE  NORTHERLY,  ALONG SAID
WESTERLY RIGHT OF WAY LINE, BEING ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF
2361.83 FEET, A DISTANCE OF 380.11 FEET; THENCE NORTH 22 DEGREES, 59 MINUTES, 59
SECONDS  EAST,  ALONG  SAID  WESTERLY  RIGHT OF WAY  LINE,  TANGENT  TO THE LAST
DESCRIBED  CURVE, A DISTANCE OF 133.22 FEET;  THENCE  NORTHEASTERLY,  ALONG SAID
WESTERLY  RIGHT OF WAY LINE,  BEING ALONG A CURVE TO THE LEFT HAVING A RADIUS OF
15,556.13  FEET AND BEING TANGENT TO THE LAST  DESCRIBED  COURSE,  A DISTANCE OF
1135.72 FEET; THENCE NORTH 18 DEGREES,  49 MINUTES,  00 SECONDS EAST, ALONG SAID
WESTERLY  RIGHT OF WAY  LINE,  BEING  TANGENT  TO THE LAST  DESCRIBED  CURVE,  A
DISTANCE OF 336.25 FEET TO THE SOUTHERLY LINE OF FLETCHER DRIVE AS MONUMENTED IN
OAK CREEK. BEING A SUBDIVISION OF PART OF SAID SECTIONS 8 AND 9; THENCE NORTH 84
DEGREES,  07 MINUTES,  20 SECONDS WEST, ALONG SAID SOUTHERLY LINE, A DISTANCE OF
109.34 FEET;  THENCE  SOUTHWESTERLY,  ALONG SAID SOUTHERLY  LINE,  BEING ALONG A
CURVE TO THE LEFT HAVING A RADIUS OF 128.00 FEET (RECORD  BEING 128.03 FEET) AND
BEING  TANGENT TO THE LAST  DESCRIBED  COURSE,  A DISTANCE OF 77.07 FEET (RECORD
BEING 77.09 FEET);  THENCE SOUTH 61 DEGREES,  22 MINUTES, 45 SECONDS WEST, ALONG
SAID SOUTHERLY  LINE,  BEING TANGENT TO THE LAST DESCRIBED  CURVE, A DISTANCE OF
60.30 FEET; THENCE  SOUTHWESTERLY AND NORTHWESTERLY,  ALONG SAID SOUTHERLY LINE,
BEING ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 193.99 FEET AND BEING



                                      -2-
<PAGE>


                              SCHEDULE A CONTINUED

TANGENT TO THE LAST DESCRIBED COURSE, A DISTANCE OF 159.13 FEET; THENCE NORTH 71
DEGREES,  37 MINUTES,  16 SECONDS WEST, ALONG SAID SOUTHERLY LINE, BEING TANGENT
TO THE LAST  DESCRIBED  CURVE, A DISTANCE OF 55.28 FEET;  THENCE  NORTHWESTERLY,
ALONG SAID SOUTHERLY  LINE,  BEING ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF
552.26 FEET AND BEING TANGENT TO THE LAST DESCRIBED COURSE, A DISTANCE OF 106.02
FEET; THENCE NORTH 60 DEGREES, 37 MINUTES, 18 SECONDS WEST, ALONG SAID SOUTHERLY
LINE,  BEING TANGENT TO THE LAST  DESCRIBED  CURVE, A DISTANCE OF 254.65 FEET TO
THE SOUTHWESTERLY  CORNER OF SAID FLETCHER DRIVE AS MONUMENTED;  THENCE NORTH 17
DEGREES,  28 MINUTES, 12 SECONDS EAST, ALONG THE WESTERLY LINE OF SAID OAK CREEK
AS MONUMENTED,  A DISTANCE 346.63 FEET TO THE NORTH WEST CORNER OF LOT 2; THENCE
NORTH 37 DEGREES, 36 MINUTES, 29 SECONDS WEST, A DISTANCE OF 394.75 FEET; THENCE
SOUTH 57 DEGREES, 38 MINUTES, 53 SECONDS WEST, A DISTANCE OF 180.00 FEET; THENCE
SOUTH 20 DEGREES,  3 MINUTES, 49 SECONDS WEST, A DISTANCE OF 309.98 FEET; THENCE
NORTH 58 DEGREES, 03 MINUTES, 53 SECONDS WEST, A DISTANCE OF 588.89 FEET; THENCE
NORTH 60 DEGREES,  2 MINUTES,  26 SECONDS WEST, A DISTANCE OF 143.96 FEET TO THE
POINT  OF  BEGINNING, IN THE  CITY OF OF  ELGIN  AND OF TOWNSHIP  OF ELGIN, KANE
COUNTY, ILLINOIS.

PARCEL  TWO:  EASEMENT  FOR  UTILITIES,  INGRESS  AND EGRESS AS RESERVED IN DEED
RECORDED  JANUARY 15, 1985 AS DOCUMENT  1708349 MADE BY CLARENCE D. BURNIDGE AND
OTHERS TO WESTMINISTER PRESBYTERIAN CHURCH FOR THE BENEFIT OF PARCEL 1 OVER THAT
PART OF THE EAST 1/2 OF SECTION 8, TOWNSHIP 41 NORTH,  RANGE 8 EAST OF THE THIRD
PRINCIPAL MERIDIAN. DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTH EAST CORNER OF
SAID SECTION 8; THENCE NORTH 89 DEGREES,  41 MINUTES, 46 SECONDS WEST, ALONG THE
NORTH LINE OF SAID SECTION 8, A DISTANCE OF 1134.97 FEET (RECORD  BEING  1139.38
FEET); THENCE SOUTH 00 DEGREES, 02 MINUTES, 5 SECONDS WEST, ALONG A LINE THAT IF
EXTENDED  SOUTHERLY  WOULD INTERSECT THE SOUTH LINE OF SAID SECTION 8 AT A POINT
THAT IS 1067.26 FEET (RECORD BEING 1065.24 FEET), WESTERLY OF, AS MEASURED ALONG
SAID  SOUTHERLY  LINE,  THE SOUTH  EAST  CORNER OF SAID  SECTION  8,  (THIS LINE
HEREAFTER  REFERRED TO AS "LINE A"), A DISTANCE OF 370.00  FEET;  THENCE NORTH 4
DEGREES, 44 MINUTES, 45 SECONDS WEST, A DISTANCE OF 410.00 FEET; THENCE NORTH 40
DEGREES,  15 MINUTES, 15 SECONDS EAST, A DISTANCE OF 50.00 FEET; THENCE NORTH 49
DEGREES, 44 MINUTES, 45 SECONDS WEST, A DISTANCE OF 200.00 FEET; THENCE NORTH 18
DEGREES, 15 MINUTES, 15 SECONDS EAST, A DISTANCE OF 360.00 FEET; THENCE NORTH 78
DEGREES,  4 MINUTES,  45 SECONDS  WEST, A DISTANCE OF 310.00 FEET;  THENCE SOUTH
[ILLEGIBLE]  DEGREES,  15 MINUTES,  15 SECONDS  WEST, A DISTANCE OF 310.00 FEET;
THENCE SOUTH 0 DEGREES,  18 MINUTES,  14 SECONDS WEST, A DISTANCE OF 204.24 FEET
TO THE  SOUTH  LINE OF THE  SOUTH  EAST 1/4 OF  SECTION  5,  TOWNSHIP  AND RANGE
AFORESAID; THENCE SOUTH 89 DEGREES, 41 MINUTES,




                                      -3-
<PAGE>


                              SCHEDULE A CONTINUED

SECONDS  EAST,  ALONG SAID SOUTH LINE, A DISTANCE OF 360.40 FEET TO A POINT THAT
IS 440.00 FEET  WESTERLY  OF "LINE A", AS MEASURED  ALONG THE SOUTH LINE OF SAID
SECTION 5; THENCE SOUTH 00 DEGREES,  02 MINUTES,  50 SECONDS WEST, PARALLEL WITH
SAID "LINE A", A DISTANCE OF 884.94 FEET;  THENCE SOUTH 89 DEGREES,  57 MINUTES,
10 SECONDS  EAST,  A DISTANCE  OF 407.00 FEET TO A POINT ON A LINE THAT IS 33.00
FEET  WESTERLY OF, AS MEASURED AT RIGHT ANGLES AND PARALLEL  WITH SAID "LINE A";
THENCE SOUTH 00 DEGREES,  02 MINUTES, 50 SECONDS WEST, ALONG SAID PARALLEL LINE,
A DISTANCE OF 386.51 FEET TO A POINT (THIS POINT HEREAFTER  REFERRED TO AS POINT
"B");  THENCE  CONTINUING SOUTH 00 DEGREES,  02 MINUTES,  50 SECONDS WEST, ALONG
SAID  PARALLEL  LINE,  A DISTANCE OF 1400.00 FEET TO THE CENTER LINE OF HIGHLAND
AVENUE ROAD AS PLATTED ON WEST HIGHLAND  ACRES,  BEING A SUBDIVISION  OF PART OF
SAID SECTION 8; THENCE SOUTH 44 DEGREES, 19 MINUTES, 17 SECONDS EAST, ALONG SAID
CENTER LINE, A DISTANCE OF 47.19 FEET; THENCE SOUTH 44 DEGREES,  36 MINUTES,  23
SECONDS  EAST,  ALONG THE CENTER LINE OF HIGHLAND  AVENUE ROAD AS PLATTED ON THE
THIRD ADDITION TO ALMORA HEIGHTS,  BEING A SUBDIVISION OF PART OF SECTIONS 5 AND
17,  TOWNSHIP  AND  RANGE   AFORESAID,   A  DISTANCE  OF  311.25  FEET;   THENCE
SOUTHEASTERLY,  ALONG SAID CENTER LINE, BEING ALONG A CURVE TO THE LEFT HAVING A
RADIUS OF  8040.94  FEET AND  BEING  TANGENT  TO THE LAST  DESCRIBED  COURSE,  A
DISTANCE  OF  147.00  FEET  FOR  THE  POINT  OF  BEGINNING;   THENCE  CONTINUING
SOUTHEASTERLY,  ALONG SAID CURVE AND CENTER LINE, A DISTANCE OF 163.03 FEET TO A
POINT THAT IS 471.64 FEET, AS MEASURED ALONG A LINE THAT BEARS SOUTH 09 DEGREES,
53 MINUTES,  43 SECONDS  WEST,  FROM A POINT ON THE SOUTH LINE OF THE NORTH EAST
1/4 OF SAID SECTION 8 THAT IS 586.10 FEET  WESTERLY  OF, AS MEASURED  ALONG SAID
SOUTH  LINE,  THE SOUTH  EAST  CORNER OF SAID NORTH  EAST 1/4;  THENCE  NORTH 09
DEGREES, 53 MINUTES, 43 SECONDS EAST, A DISTANCE OF 471.64 FEET TO SAID POINT ON
THE SOUTH LINE OF THE NORTH EAST 1/4;  THENCE NORTH 08 DEGREES,  39 MINUTES,  29
SECONDS  EAST,  A DISTANCE OF 250.00  FEET,  BEING ALONG A LINE THAT IF EXTENDED
NORTHEASTERLY WOULD INTERSECT A LINE THAT BEARS SOUTH 74 DEGREES, 42 MINUTES, 13
SECONDS EAST AT A POINT THAT IS 764.00 FEET FROM THE AFORESAID POINT "B"; THENCE
NORTH 81 DEGREES,  20 MINUTES, 31 SECONDS WEST, A DISTANCE OF 66.00 FEET; THENCE
SOUTH 08 DEGREES, 39 MINUTES, 29 SECONDS WEST, A DISTANCE OF 249.29 FEET; THENCE
SOUTH 09 DEGREES,  53 MINUTES,  43 SECONDS  WEST, A DISTANCE OF 194.65 FEET TO A
POINT OF CURVE; THENCE  SOUTHWESTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS
OF 271.03 FEET AND BEING  TANGENT TO THE LAST  DESCRIBED  COURSE,  A DISTANCE OF
161.78 FEET; THENCE SOUTH 44 DEGREES,  06 MINUTES,  40 SECONDS WEST,  TANGENT TO
THE LAST DESCRIBED CURVE, A DISTANCE OF 40.00 FEET TO THE POINT OF BEGINNING, IN
THE TOWNSHIP OF ELGIN, KANE COUNTY, ILLINOIS.

PARCEL THREE:
FLETCHER DRIVE (A PRIVATE ROAD) AS ESTABLISHED ON THE PLAT OF OAK CREEK,  IN THE
TOWNSHIP OF ELGIN, KANE COUNTY, ILLINOIS.



                                      -4-
<PAGE>



                              SCHEDULE A CONTINUED

PARCEL FOUR:
LOT 1 OF OAK CREEK, IN THE TOWNSHIP OF ELGIN, KANE COUNTY, ILLINOIS.

PARCEL FIVE:
LOT 2 OF OAK CREEK, IN THE TOWNSHIP OF ELGIN, KANE COUNTY, ILLINOIS.

PARCEL  SIX:  THAT PART OF THE NORTH WEST 1/4 OF SECTION 9,  TOWNSHIP  41 NORTH,
RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN,  DESCRIBED AS FOLLOWS:  COMMENCING
AT THE  INTERSECTION  OF THE NORTH  LINE OF SAID  NORTH WEST 1/4 WITH THE CENTER
LINE OF RANDALL ROAD; THENCE SOUTHWESTERLY ALONG SAID CENTER LINE, A DISTANCE OF
839.3 FEET;  THENCE WESTERLY ALONG A LINE THAT FORMS AN ANGLE OF 71 DEGREES,  30
MINUTES,  0 SECONDS TO THE RIGHT  WITH THE  PROLONGATION  OF THE LAST  DESCRIBED
COURSE,  A DISTANCE OF 42.18 FEET TO THE  WESTERLY  LINE OF RANDALL ROAD FOR THE
POINT OF BEGINNING;  THENCE  WESTERLY  ALONG AN EXTENSION OF THE LAST  DESCRIBED
COURSE,  BEING ALONG THE  NORTHERLY  LINE OF FLETCHER  DRIVE,  AS PLATTED IN OAK
CREEK, A SUBDIVISION OF PART OF SECTIONS 8 AND 9, TOWNSHIP AND RANGE  AFORESAID,
A DISTANCE OF 211.31 FEET;  THENCE  WESTERLY  ALONG SAID NORTHERLY  LINE,  BEING
ALONG A CURVE TO THE LEFT  HAVING A RADIUS OF 194.03  FEET AND BEING  TANGENT TO
THE LAST DESCRIBED  COURSE, A DISTANCE OF 76.93 FEET TO THE SOUTH EAST CORNER OF
LOT 1 IN SAID OAK CREEK;  THENCE  NORTHERLY ALONG THE EAST LINE OF SAID LOT 1; A
DISTANCE  OF  385.70  FEET  TO THE  NORTH  EAST  CORNER  OF SAID  LOT 1;  THENCE
SOUTHEASTERLY  ALONG A LINE THAT FORMS AN ANGLE OF 98  DEGREES,  53  MINUTES,  0
SECONDS TO THE RIGHT  WITH THE  PROLONGATION  OF THE LAST  DESCRIBED  COURSE,  A
DISTANCE OF 428.09 FEET TO A POINT ON THE WESTERLY  LINE OF RANDALL ROAD THAT IS
352.95 FEET NORTHEASTERLY OF, AS MEASURED ALONG SAID WESTERLY LINE, THE POINT OF
BEGINNING; THENCE  SOUTHWESTERLY  ALONG SAID WESTERLY LINE, A DISTANCE OF 352.95
FEET TO THE POINT OF BEGINNING  (EXCEPT  THAT PART  FALLING  EASTERLY OF THE NEW
WESTERLY RIGHT OF WAY LINE, AS MONUMENTED,  OF RANDALL ROAD), IN THE TOWNSHIP OF
ELGIN, KANE COUNTY, ILLINOIS.













                                      -5-