AGREEMENT

         THIS  AGREEMENT  dated as of March 3, 2000, is made among  SAFETY-KLEEN
CORP., a Delaware corporation (the "Company"),  SAFETY-KLEEN  SERVICES,  INC., a
Delaware   corporation   ("Services"),   SAFETY-KLEEN   LTD.  a  New   Brunswick
corporation,  successor  in  interest  to Laidlaw  Environmental  Services  Ltd.
("Limited")  and  Kenneth W.  Winger  (the  "Executive"),  a  resident  of South
Carolina.  Company,  Services  and  Limited  all have their  principal  place of
business in Columbia,  South Carolina and are collectively referred to herein as
"Safety-Kleen"

         WHEREAS, Executive entered into a written arrangement with Laidlaw Inc.
("Laidlaw")  dated August 29, 1995 (the  "Laidlaw  Agreement")  wherein  Laidlaw
agreed,  among other  things to purchase the  residence  at 71 Reynolds  Street,
Oakville,  Ontario ("71 Reynolds") owned by Executive's wife, Lucille Ann Winger
("Lucille");  to allow  Lucille the right but not the  obligation to buy back 71
Reynolds  for U.S.  $444,000  during  the term of the  arrangement  upon 30 days
written  notice;  and to relocate  Executive  from  Columbia,  South Carolina to
Ontario;

         WHEREAS,   in  September  1995  and  in  accordance  with  the  Laidlaw
Agreement, Laidlaw purchased 71 Reynolds from Lucille;

         WHEREAS,  in April  1997  Laidlaw  sold  71  Reynolds  to  Limited,  an
affiliate of Laidlaw;

         WHEREAS,  the parties hereto now desire to enter this agreement between
Safety-Kleen  and the Executive in order to effectuate the intent of the parties
under the Laidlaw Agreement.

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained  herein,  and  for  other  valuable  consideration,  the  receipt  and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1.  71 REYNOLDS.    Lucille will have the right but not the  obligation
to buy back 71 Reynolds for  U.S.  $444,000  cash at any time during the term of
this  Agreement upon 30 days written notice (Buy  Back  Notice) to Safety-Kleen.
Such  Buy  Back  Notice  may  provide  for a  period  of up to 90 days  from the
date of the Buy Back Notice to close the purchase.

         Without the consent of  Executive  and Lucille,  Safety-Kleen  will not
sell 71 Reynolds during the term of this Agreement  except to Lucille and/or her
designee(s) as provided  above.  Safety-Kleen  will maintain 71 Reynolds in good
condition,  and will pay all  applicable  property  and like taxes and  maintain
adequate property insurance and liability  insurance so as to be able to sell 71
Reynolds back to Lucille in a condition  similar to that at the time of purchase
by Limited and free and clear of any encumbrances.


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<PAGE>

         Safety-Kleen  may, at its sole discretion,  rent 71 Reynolds for single
family  occupancy  for  individual  lease terms not to exceed one year except as
mutually agreed with Executive and Lucille.

         2.  RELOCATION  TO ONTARIO.  Safety-Kleen  agrees for a period of up to
twelve months after the  termination of this Agreement to pay for the relocation
of  Executive  and  Lucille and all of their  personal  effects to a location of
Executive's  choice in  Ontario  within a 100 km radius of  Burlington,  Ontario
within the existing  policies and practices of  Safety-Kleen,  including the buy
back for cash of Lucille's  residence at 3410  Heatherwood  Road,  Columbia,  SC
29205 based on the average of two bona fide then current appraisals.

         3.  TERMINATION.  This  Agreement may  be  terminated  at  any  time by
written  agreement of the Parties or operation of  the  provisions  of  any then
existing severance agreement between Safety-Kleen and Executive.

         4.  APPLICABILITY.  This Agreement is in addition to and not in lieu of
any prior  agreement among Company,  Services and Executive  which  specifically
provides benefits upon a change in control of the Company or Services. Executive
agrees  that  upon   performance  of  the   obligations  of  this  Agreement  by
Safety-Kleen,  Laidlaw  shall  have  no  further  obligation  to  perform  under
Paragraph 4 of the Laidlaw Agreement.

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

                               /s/ Kenneth W. Winger
                              -----------------------------------
                              Kenneth W. Winger (the Executive)

                              SAFETY-KLEEN CORP.
                              By: /s/ Paul Humpreys
                                 ---------------------------------
                              Paul H. Humphreys
                              Senior Vice President of Finance and Chief
                              Financial Officer

                              SAFETY-KLEEN SERVICES, INC.
                              By: /s Paul Humpreys
                                 ---------------------------------
                              Paul H. Humphreys
                              Senior Vice President of Finance and Chief
                              Financial Officer

                              SAFETY-KLEEN LTD.
                              By: /s/ Paul Humpreys
                                 ---------------------------------
                              Paul H. Humphreys
                              Senior Vice President of Finance and Chief
                              Financial Officer


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