LIEN SUBORDINATION AGREEMENT

                                     between

               TORONTO DOMINION (TEXAS), INC., as Liquidity Agent


                                       and

             TORONTO DOMINION (TEXAS), INC., as Existing Debt Agent



                           DATED AS OF MARCH 16, 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>


                          LIEN SUBORDINATION AGREEMENT
                          ----------------------------

                  LIEN  SUBORDINATION  AGREEMENT (this  "Agreement") dated as of
                                                         ---------
March 16, 2000 between TORONTO DOMINION (TEXAS),  INC., a Delaware  corporation,
as administrative  agent and collateral agent for the Liquidity Lenders referred
to below  (in such  capacity,  the  "Liquidity  Agent"),  and  TORONTO  DOMINION
                                     ----------------
(TEXAS),  INC., a Delaware corporation,  as general administrative agent for the
Existing  Lenders  referred  to below  (in such  capacity,  the  "Existing  Debt
                                                                  --------------
Agent").
-----

                                    RECITALS
                                    --------

                  A. Safety-Kleen  Systems, Inc. (formerly known as Safety-Kleen
Corp.),   a  Wisconsin   corporation   ("Safety-Kleen"),   is  a  subsidiary  of
                                         ------------
Safety-Kleen  Corp., a Delaware  corporation  ("Parent").  The Liquidity  Agent,
                                                ------
Safety-Kleen,  Safety-Kleen Services, Inc., a Delaware corporation ("Services"),
                                                                     --------
and the several banks and other financial  institutions or entities from time to
time parties thereto  (collectively,  the "Liquidity Lenders") have entered into
                                           -----------------
that certain Demand Loan  Agreement  dated as of March 14, 2000 (as the same may
be amended, supplemented,  extended, renewed, restated, replaced, substituted or
otherwise  modified from time to time, the "Liquidity  Credit  Agreement") which
                                            ----------------------------
contains  certain terms and  provisions  concerning a loan made by the Liquidity
Lenders to Safety-Kleen in the aggregate  principal  amount of up to $20,000,000
(the "Liquidity  Loan"). The Liquidity Loan may be evidenced by promissory notes
      ---------------
of Safety-Kleen  made payable to the order of the relevant  Liquidity Lender (as
the same may be amended, supplemented,  modified, extended, restated or replaced
from  time  to  time,  the  "Liquidity  Notes").  The  Liquidity  Agent  is  the
                             ----------------
administrative  agent and collateral agent for the Liquidity Lenders pursuant to
the Liquidity Credit Agreement.

                  B. The Existing Debt Agent,  Parent,  Services,  the financial
institutions  described  and  defined  therein   (collectively,   the  "Existing
                                                                        --------
Lenders"),  Safety-Kleen  (Canada) Ltd., The Toronto-Dominion  Bank, as Canadian
-------
administrative  agent, TD Securities  (USA) Inc., as arranger,  Bank of America,
N.A., as syndication agent, and The Bank of Nova Scotia, Bank of America,  N.A.,
The First National Bank of Chicago and Wachovia Bank,  N.A., as managing  agents
have entered into that certain Amended and Restated Credit Agreement dated as of
April 3,  1998 (as the same may be  amended,  supplemented,  extended,  renewed,
restated,  replaced,  substituted  or otherwise  modified from time to time, the
"Existing  Credit  Agreement")  which  contains  certain  terms  and  provisions
 ---------------------------
concerning  loans and other extensions of credit made by the Existing Lenders to
Services  in  the  aggregate  principal  amount  of  up to  $2,100,000,000  (the
"Existing Debt"). The Existing Debt is evidenced by promissory notes of Borrower
 -------------
made  payable to the order of the relevant  Existing  Lender (as the same may be
amended,  supplemented,  modified,  extended,  restated or replaced from time to
time,  the  "Existing  Notes").  In  recognition  of the  benefits  conferred on
             ---------------
Safety-Kleen,  as a subsidiary  of Services,  from  Services  entering  into the
Existing  Credit  Agreement,  Safety-Kleen  executed that certain  Guarantee and
Collateral  Agreement dated as of April 3, 1998 (the  "Guarantee"),  pursuant to
                                                       ---------
which Safety-Kleen guaranteed to the Existing Debt Agent the prompt and complete
payment


<PAGE>
                                                                               3



and  performance by Parent when due of the Borrower  Obligations and the Working
Capital Obligations (each as defined in the Guarantee).  The Existing Debt Agent
is the general  administrative  agent for the Existing  Lenders  pursuant to the
Existing Credit Agreement and the Guarantee.

                  C. The Existing Debt is, and the Liquidity Loan shall be, each
secured by liens  encumbering the interests of Safety-Kleen in the real property
described  on Exhibit A attached and the  improvements  located or to be located
thereon (such  interests,  real  property and  improvements  being  collectively
referred to as, the "Property").
                     --------

                  D. The  Liquidity  Agent and the Existing Debt Agent desire to
enter into this  Agreement  for the purpose of  establishing  the  priorities of
their respective interests in the Property, and for the purpose of setting forth
certain  other  agreements  between them with respect to their  agreements  with
Safety-Kleen.

                                    AGREEMENT
                                    ---------

                  NOW, THEREFORE,  in consideration of the premises, the payment
of good and valuable  consideration,  the receipt and  sufficiency  of which are
hereby  acknowledged,  the Liquidity  Agent and the Existing Debt Agent agree as
follows:

                  1.    Defined Terms.  As used in this Agreement, the following
                        -------------
terms shall have the meanings hereinafter set forth:


                  Existing Credit Agreement:  As defined in the Recitals to this
                  -------------------------
         Agreement.

                  Existing Debt Documents: All loan documents,  loan agreements,
                  -----------------------
         notes, security agreements,  mortgages, guaranties, collateral security
         agreements and other  instruments  evidencing,  representing,  securing
         and/or guaranteeing the Existing Debt,  including,  without limitation,
         the Existing Notes and the Existing Mortgage, as any of the same may be
         amended,   supplemented,   extended,   renewed,   restated,   replaced,
         substituted or otherwise modified from time to time.

                  Existing Mortgage: That certain Mortgage,  Assignment of Rents
                  -----------------
         and  Leases and  Security  Agreement  dated as of May 22,  1998 made by
         Safety-Kleen in favor of the Existing Debt Agent securing  repayment of
         the  Existing  Debt and  encumbering  the  Property and recorded in the
         Recorder's  Office on May 22, 1998 as Document  98K044699,  as the same
         may be amended,  supplemented,  extended, renewed, restated,  replaced,
         substituted or otherwise modified from time to time.

                  Existing Notes:  As defined in the Recitals to this Agreement.
                  --------------


<PAGE>
                                                                               4



                  Existing  Obligations:  the  principal  amount of, and accrued
                  ---------------------
         interest on (including,  without limitation, any interest which accrues
         after the commencement of any case, proceeding or other action relating
         to the bankruptcy,  insolvency or reorganization of Safety-Kleen),  the
         Existing  Notes  and the  Existing  Credit  Agreement,  and  all  other
         indebtedness,  obligations  and  liabilities  of  Safety-Kleen  to  the
         Existing Debt Agent now existing or hereafter incurred or created under
         or with respect to or in  connection  with the  Existing  Notes and the
         Existing Credit Agreement.

                  Existing  Security  Documents:  The Existing  Mortgage and any
                  -----------------------------
         other mortgages, assignment of rents or security agreements executed in
         connection  with the Existing Debt from time to time as any of the same
         may be amended,  supplemented,  extended, renewed, restated,  replaced,
         substituted or otherwise modified from time to time.

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

                  Liquidity Credit Agreement: As defined in the Recitals to this
                  --------------------------
         Agreement.

                  Liquidity Loan:  As defined in the Recitals to this Agreement.
                  --------------
                  --------------

                  Liquidity Loan Documents: All loan documents, loan agreements,
                  ------------------------
         notes, security agreements,  mortgages, guaranties, collateral security
         agreements and other  instruments  evidencing,  representing,  securing
         and/or guaranteeing the Liquidity Loan, including,  without limitation,
         the Liquidity Credit  Agreement,  the Liquidity Notes and the Liquidity
         Mortgage,  as any of the same may be amended,  supplemented,  extended,
         renewed,  restated,  replaced,  substituted or otherwise  modified from
         time to time.

                  Liquidity  Mortgage:  The  Mortgage,  Assignment  of Rents and
                  -------------------
         Leases  and  Security  Agreement  dated as of the date  hereof  made by
         Safety-Kleen in favor of the Liquidity Agent securing  repayment of the
         Liquidity Loan and  encumbering  the Property and to be recorded in the
         Recorder's Office, as the same may be amended, supplemented,  extended,
         renewed,  restated,  replaced,  substituted or otherwise  modified from
         time to time.

                  Liquidity Notes: As defined in the Recitals to this Agreement.
                  ---------------

                  Liquidity  Obligations:   All  obligations,   liabilities  and
                  ----------------------
         indebtedness  of  Safety-Kleen   under  any  Liquidity  Loan  Document,
         including,  without limitation (A) the principal amount of, and accrued
         interest on (including,  without limitation, any interest which accrues
         after the commencement of any case, proceeding or other action relating
         to  the  bankruptcy,  insolvency  or  reorganization  of  Safety-Kleen,
         whether or not such interest would be allowed in such case,  proceeding
         or action), the Liquidity Loan, (B) all other indebtedness, obligations
         and  liabilities of Safety-Kleen to the Liquidity Agent now existing or
         hereafter  incurred or created under the Liquidity Loan Documents,  and
         (C) all


<PAGE>
                                                                               5



         other indebtedness,  obligations and liabilities of Safety-Kleen to the
         Liquidity Agent now existing or hereafter incurred or created.

                  Liquidity Security  Documents:  The Liquidity Mortgage and any
                  -----------------------------
         other mortgages, assignment of rents or security agreements executed in
         connection with the Liquidity Loan from time to time as any of the same
         may be amended,  supplemented,  extended, renewed, restated,  replaced,
         substituted or otherwise modified from time to time.

                  Parent:  As defined in the Recitals to this Agreement.
                  ------

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

                  Property:  As defined in the Recitals to this Agreement.
                  --------

                  Recorder's Office:   The Office of the Kane County Recorder of
                  -----------------
         Deeds, Elgin, Illinois.

                  Safety-Kleen:  As defined in the Recitals to this Agreement.
                  ------------

                  2.   Subordination and Priority. (a) The lien of the Liquidity
                       --------------------------
Security Documents and any future advances made thereunder shall be and remain a
first lien against the Property and the lien of the Existing Security  Documents
shall  at all  times,  whether  before,  after or  during  the  pendency  of any
bankruptcy,  reorganization or other insolvency  proceeding,  be junior, subject
and subordinate to the lien of the Liquidity  Security  Documents and any future
advances made thereunder.

                  (b)  Notwithstanding any provision of the Existing Mortgage to
the contrary,  all obligations of Safety-Kleen  thereunder and all rights of the
Existing Debt Agent,  including,  without limitation,  the Existing Debt Agent's
rights with respect to insurance proceeds, condemnation awards and assignment of
rents,  are and shall be  subordinate  and subject to the prior  obligations  of
Safety-Kleen  and the prior rights of the  Liquidity  Agent under the  Liquidity
Mortgage.

                  (c)  (A)  In  the  event  of  any  distribution,  division  or
application,  partial or complete, voluntary or involuntary, by operation of law
or otherwise, of all or any substantial part of the property, assets or business
of  Safety-Kleen  or the  proceeds  thereof  to any  creditor  or  creditors  of
Safety-Kleen  or (B) upon any  indebtedness  of  Safety-Kleen  becoming  due and
payable  by  reason  of any  liquidation,  dissolution  or other  winding-up  of
Safety-Kleen or its business or by reason of any sale, receivership, insolvency,
reorganization  or  bankruptcy  proceedings,   assignment  for  the  benefit  of
creditors,  arrangement  or any  proceeding by or against  Safety-Kleen  for any
relief under any bankruptcy,  reorganization or insolvency law or laws,  Federal
or state,  or any law,  Federal or state,  relating  to the  relief of  debtors,
readjustment of indebtedness, reorganization,  composition, or extension, or (C)
in the event that any of the Existing  Debt is declared due and payable prior to
its stated maturity (under circumstances when


<PAGE>
                                                                               6



the preceding  clause (A) or (B) shall not be  applicable),  or (D) in the event
that any of the Liquidity  Obligations have become, or have been declared to be,
due and payable (and have not been paid in accordance  with their  terms),  then
and in any such event,  any payment or  distribution  of any kind or  character,
whether  in  cash,  property  or  securities  which,  but for the  subordination
provisions  contained  herein,  would otherwise be payable or deliverable to the
Existing  Debt Agent upon or in respect of the Existing  Debt,  shall instead be
paid over or delivered to, and for the account of, the Liquidity  Agent, and the
Existing  Debt Agent shall not receive any such payment or  distribution  or any
benefit  therefrom  unless and until the Liquidity  Obligations  shall have been
fully paid and satisfied in cash.

                  (d) The  Existing  Debt Agent  agrees that any increase in the
amount of, or any extension, acceleration,  restructuring or refinancing of, the
Liquidity  Obligations  shall not affect the  obligations  of the Existing  Debt
Agent  hereunder so long as the principal  amount of such Liquidity  Obligations
does not exceed $20,000,000.

                  3.   Rights of Liquidity  Agent.  (a) Nothing herein contained
                       --------------------------
shall be deemed to preclude  the  Existing  Debt Agent from  appearing  or being
heard in any  bankruptcy,  insolvency,  or other similar  proceedings  affecting
Safety-Kleen,  nor from collecting from  Safety-Kleen  (or any other party which
may be liable  therefor) the full amount due to the Existing Debt Agent (through
subrogation to the rights of the Liquidity Agent or otherwise) after all amounts
due to the Liquidity Agent have been fully paid and satisfied by payment in full
in cash.

                  (b) Should any payment or  distribution  or  security,  or the
proceeds of any thereof,  be collected or received by the Existing Debt Agent in
respect  of the  Existing  Mortgage,  and  such  collection  or  receipt  is not
expressly permitted hereunder,  the Existing Debt Agent will forthwith turn over
the same to, and for the account of, the Liquidity  Agent,  in the form received
(except for the  endorsement  or the  assignment of the Existing Debt Agent when
necessary)  and,  until so turned  over,  the same shall be held in trust by the
Existing Debt Agent as the property of the Liquidity  Agent and kept  separately
from and not commingled with other assets or funds of the Existing Debt Agent.

                  (c) If at any time payment of all or any part of the Liquidity
Obligations  is  rescinded  or must  otherwise  be  restored  or returned by the
Liquidity Agent upon the  insolvency,  bankruptcy,  dissolution,  liquidation or
reorganization of Safety-Kleen or upon the appointment of a receiver, intervenor
or  conservator  of, or trustee  or  similar  officer  for  Safety-Kleen  or any
substantial  part of its property,  or otherwise and the Existing Debt Agent has
received  proceeds  of the  Existing  Mortgage,  the  Existing  Debt Agent shall
forthwith  turn over the same to, and for the account of, the  Liquidity  Agent,
until  the  Liquidity  Agent  has  received  the full  amount  of the  Liquidity
Obligations which have been so rescinded, restored or returned.


<PAGE>
                                                                               7



                  (d) The  Existing  Debt  Agent  hereby  waives  all  rights of
marshalling  of assets or  proration  of security  interests in the event of any
sale of the Property  pursuant to a foreclosure  of the Liquidity Loan Documents
or otherwise.

                  (e) The  Existing  Debt Agent agrees that it shall not acquire
any  lien,  by  subrogation  or  otherwise,  prior  in  right to the lien of the
Liquidity Loan Documents on any portion of the Property.

                  4.   Liquidity  Obligations.  The Existing Debt Agent consents
                       ----------------------
that,  without the necessity of any  reservation  of rights against the Existing
Debt Agent,  and without notice to or further assent by the Existing Debt Agent,
(i) any  demand  for  payment of any of the  Liquidity  Obligations  made by the
Liquidity Agent may be rescinded in whole or in part by the Liquidity Agent, and
any  of  the  Liquidity   Obligations  may  be  continued,   and  the  Liquidity
Obligations,  or the liability of  Safety-Kleen  or any other Person upon or for
any part thereof,  or any collateral  security or guaranty  therefor or right of
offset with respect  thereto,  or any obligation or liability of Safety-Kleen or
any other Person under the Liquidity Loan Documents,  may, from time to time, in
whole or in part,  be renewed,  extended,  modified,  accelerated,  compromised,
waived,  surrendered,  or released by the Liquidity Agent and (ii) the Liquidity
Loan Documents and any document or instrument  evidencing or governing the terms
of any other  Liquidity  Obligations  or any  collateral  security  documents or
guaranties  or  documents  in  connection  therewith  may be amended,  modified,
supplemented or terminated, in whole or in part, as the Liquidity Agent may deem
advisable from time to time, and any collateral security at any time held by the
Liquidity Agent for the payment of any of the Liquidity Obligations may be sold,
exchanged,  waived,  surrendered or released, in each case all without notice to
or further assent by the Existing Debt Agent, which will remain bound under this
Agreement,  and all without  impairing,  abridging,  releasing or affecting  the
subordination provided for herein,  notwithstanding any such renewal, extension,
modification,  acceleration,  compromise,  amendment,  supplement,  termination,
sale, exchange, waiver, surrender or release. The Existing Debt Agent waives any
and all  notice of the  creation,  renewal,  extension  or accrual of any of the
Liquidity  Obligations and notice of or proof of reliance by the Liquidity Agent
upon this  Agreement,  and the  Liquidity  Obligations,  and any of them,  shall
conclusively be deemed to have been created,  contracted or incurred in reliance
upon this Agreement,  and all dealings  between  Safety-Kleen  and the Liquidity
Agent shall be deemed to have been  consummated in reliance upon this Agreement.
The Existing Debt Agent  acknowledges  and agrees that the  Liquidity  Agent has
relied upon the subordination provided for herein in entering into the Liquidity
Loan Documents and in making funds  available to  Safety-Kleen  thereunder.  The
Existing Debt Agent waives notice of or proof of reliance of this  Agreement and
protest,  demand for payment and notice of default and nothing contained in this
Agreement will be construed to require reliance as a condition to enforcement of
any provision of this Agreement.

                  5.   Decisions  Regarding Collateral.  (a) Notwithstanding the
                       -------------------------------
existence of the Existing Debt  Documents,  the Liquidity Agent shall be free to
initiate proceedings, make modifications, grant consents and otherwise deal with
respect  to the  Property  or any  other  collateral  under the  Liquidity  Loan
Documents  in the same  manner and to the same extent as it would have been able
to do had the liens under the Existing Debt Documents not been granted.


<PAGE>
                                                                               8



Further,  if the  Liquidity  Agent,  acting under the Liquidity Loan  Documents,
consents  to or  approves  of any  action by  Safety-Kleen  with  respect to the
Property which will require the Existing Debt Agent's acquiescence or joinder or
other  affirmative  act to  implement,  then Existing Debt Agent shall grant its
consent,  execute any  necessary  instrument or take such other action as may be
required and the Existing Debt Agent hereby irrevocably  authorizes and empowers
the  Liquidity  Agent,  at the  Liquidity  Agent's  option and in the  Liquidity
Agent's sole  discretion,  as  attorney-in-fact  for the Existing  Debt Agent to
execute,  acknowledge  and deliver any necessary  instruments in the name of the
Existing Debt Agent and to do and perform any acts to effectuate  the provisions
of this  paragraph.  This power of attorney is a power  coupled with an interest
and cannot be revoked.

                  (b) If the  Liquidity  Agent  shall  at any  time  release  to
Safety-Kleen  any insurance  proceeds or  condemnation  award for the purpose of
restoration  of the  Property,  such  proceeds or award shall be applied to such
restoration  notwithstanding any provision in the Existing Debt Documents to the
contrary.

                  (c) If the Liquidity Agent shall enter into a  non-disturbance
agreement  with a tenant of any portion of the Property,  then the Existing Debt
Agent  shall be  obligated  to  execute a  non-disturbance  agreement  with such
tenant,  provided that such  agreement  shall not impose any  obligations on the
Existing Lenders.

                  (d) In the event that the Liquidity  Agent  enforces its right
to sell the Property  pursuant to the Liquidity  Mortgage,  the Liquidity  Agent
agrees to act in a commercially  reasonably  manner to maximize the value of the
Property.

                  6.   Distribution of Proceeds. The proceeds of (i) any sale or
                       ------------------------
refinancing  of the Property or any part thereof or any interest  therein,  (ii)
any insurance  proceeds or condemnation  awards in respect of the Property which
are not released to Safety-Kleen  for  restoration,  (iii) any other proceeds or
other payments or receipts on account of the Liquidity Mortgage and the Existing
Mortgage shall be applied to pay:

         (a)      first, all costs and expenses (including, without limitation,
                  -----
                  attorneys' fees and disbursements)  incurred by the Liquidity
                  Agent in collecting or realizing any such sums;

         (b)      second,  all interest and other amounts (other than principal)
                  ------
                  due to the Liquidity  Agent under the Liquidity Loan Documents
                  (including,  without  limitation,  interest accruing after the
                  commencement   of  a  bankruptcy,   reorganization   or  other
                  insolvency  proceeding  whether such  interest is allowable in
                  such proceeding or not);

         (c)      third,  to all principal on account of the Liquidity Loan due
                  -----
                  to the Liquidity Agent under the Liquidity Loan Documents;

         (d)      fourth,  principal  and  accrued  interest due to the Existing
                  ------
                  Debt Agent on account of the Existing Debt (including, without
                  limitation, interest accruing after the


<PAGE>
                                                                               9



                  commencement  of  a bankruptcy, reorganization or other insol-
                  vency  proceeding  whether  such interest is allowable in such
                  proceeding or not);

         (e)      fifth,  the balance, if  any,  to  Safety-Kleen  or  any other
                  -----
                  person lawfully entitled to suchamounts.

                  7.   Reinstatement.  This  Agreement  or  any provision hereof
                       -------------
shall continue to be effective, or be reinstated, as the case may be, including,
without  limitation the reinstatement of the Liquidity Agent, to its capacity as
the Liquidity  Agent with all of the rights set forth in this  Agreement,  if at
any time payment,  or any part thereof,  of any of the Liquidity  Obligations is
avoided,  rescinded or must  otherwise be restored or returned by the  Liquidity
Agent  upon  or  as  a  result  of  the  insolvency,  bankruptcy,   dissolution,
liquidation or  reorganization  of  Safety-Kleen,  or upon or as a result of the
appointment of a receiver,  intervenor or conservator  of, or trustee or similar
officer for, Safety-Kleen or any substantial part of its property, or otherwise,
all as though such payments had not been made.

                  8.   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.

                  9.   No Waiver.  No waiver  shall be  deemed to be made by the
                       ---------
Liquidity  Agent of any of its rights  hereunder,  or under the  Liquidity  Loan
Documents,  unless  the same shall be in  writing  and  signed by the  Liquidity
Agent,  and each  waiver,  if any,  shall be a waiver  only with  respect to the
specific  instances  involved  and  shall in no way  impair  the  rights  of the
Liquidity Agent in any other respect at any other time.

                  10.  Recordation of this Agreement. This Agreement is intended
                       -----------------------------
to be recorded in the Recorder's Office.

                  11.  Parties.  This Agreement shall be binding upon, and shall
                       -------
inure to the benefit of  the  Liquidity  Agent and Existing Debt Agent and their
respective successors  and assigns,  including,  without limitation,  all future
holders of the Liquidity Loan and the Existing Debt.

                  12.  Amendments.    No  provision  of  this Agreement shall be
                       ----------
waived, amended or supplemented except by written agreement of the party charged
with such waiver, amendment or supplement.

                  13.  GOVERNING LAW.      THIS AGREEMENT  AND  THE  RIGHTS  AND
                       -------------
OBLIGATIONS OF  THE  PARTIES  UNDER  THIS  AGREEMENT  SHALL  BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS.



<PAGE>
                                                                              10



                  14.  Submission  to  Jurisdiction.  Each party  hereto  hereby
                       ----------------------------
submits  to the  jurisdiction  of the  Courts  of the  State of New York and the
United  States  District  Court  of the  Southern  District  of New York for the
purpose of  resolution  of any and all  actions  brought  hereunder.  Each party
hereto  irrevocably  waives any  objections,  including  without  limitation any
objection  to the  laying  of  venue  or  based  on the  grounds  of  forum  non
conveniens,  which  it may now or  hereafter  have to the  bringing  of any such
action or proceeding in any such jurisdiction.

                  15.  WAIVERS OF JURY TRIAL.  THE LIQUIDITY AGENT, THE EXISTING
                       ---------------------
DEBT AGENT AND SAFETY-KLEEN HEREBY IRREVOCABLY  AND  UNCONDITIONALLY WAIVE TRIAL
BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY
COUNTERCLAIM THEREIN.

                  16.  No Third Party  Beneficiaries. Nothing  contained in this
                       -----------------------------
Agreement  shall be deemed to indicate that this Agreement has been entered into
for the benefit of any person  other than the  Liquidity  Agent and the Existing
Debt Agent.

                  17.  Notices. All notices required to be given hereunder shall
                       -------
be  sent  by  the methods  and  at the addresses set forth in the Liquidity Loan
Agreement or, in  the  case  of  the Existing Debt Agent, in the Existing Credit
Agreement.

                  18.  Counterparts.  This Agreement and the consent hereto may
                       ------------
be executed in counterparts, all of which,  taken together, shall constitute one
and the same instrument,   and any of the parties hereto may execute this Agree-
ment by signing any such counterpart.



<PAGE>
                                                                              11



                  IN  WITNESS  WHEREOF,  the  parties  hereto have executed this
Agreement as of the date first above written.


                                             Liquidity Agent:
                                             ---------------

                                             TORONTO DOMINION (TEXAS), INC.,as
                                             administrative agent and collateral
                                             agent for the Liquidity Lenders


                                             By: /s/ Warren Finlay
                                                 -----------------
                                                 Name:  Warren Finlay
                                                 Title:    President

                                             Existing Debt Agent:
                                             -------------------

                                             TORONTO DOMINION (TEXAS), INC.,
                                             as general amdinistrative agent for
                                             the Existing Lenders


                                             By: /s/ Warren Finlay
                                                 -----------------
                                                 Name:  Warren Finlay
                                                 Title:    President


<PAGE>
                                                                              12



                  The  undersigned,  Safety-Kleen,  hereby agrees to comply with
all the terms and provisions of this Agreement in all respects.

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


                                             By: /s/ Henry H. Taylor
                                                 -------------------
                                                 Name: Henry H. Taylor
                                                 Title:   Secretary


<PAGE>






COUNTY OF HARRIS                   )
          ------

STATE OF TEXAS                     )               ss.:
         -----



On the 16th day of March in the year 2000 before me,  the undersigned,  a notary
       ----
notary  public  in and for  said  State,  personally  appeared   Warren  Finlay
                                                                ----------------
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.

/s/ Stacey L. Ahrendt                                      [Notary Seal]
------------------------

    Notary Public


<PAGE>






COUNTY OF RICHLAND                 )
          --------

STATE OF SOUTH CAROLINA            )               ss.:
         --------------



On the 16TH day of March in the year 2000 before me, the undersigned,  a  notary
       ----
notary  public in  and for said State,  personally  appeared   Henry H.  Taylor
                                                              ------------------
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.

/s/ Helen P. Smith
----------------------------

    Notary Public
My commission expires 01-30-09


[Notary Seal]



<PAGE>



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

                            DESCRIPTION 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-