[JAY ALIX & ASSOCIATES LETTERHEAD]


March 16, 2000



Messrs. David E. Thomas, Jr.
  and Grover C. Wrenn
Members of the Board of Directors
Safety-Kleen Corp.
1301 Gervais Street

Columbia, SC 29201

Re:  Crisis Management and Interim Executive Leadership

Dear Messrs. Thomas and Wrenn:

This letter outlines the understanding between Jay Alix & Associates, a Michigan
corporation  ("JA&A") and  Safety-Kleen  Corp. (the "Company") of the objective,
tasks,  work  product  and fees for the  engagement  of JA&A to  provide  crisis
management and interim executive leadership to the Company.

                                    OBJECTIVE

To provide  services to the  Company  customarily  provided by an interim  Chief
Financial  Official of the Company and to assist  management in stabilization of
the Company, as well as in the development of an operating and business plan and
development  and  proposal of a  turnaround  plan that  maximizes  value for the
Company's   stakeholders,   and  to  assist  in  the  exploration  of  strategic
alternatives on behalf of the Company to maximize its value.

                                      TASKS

o Assume the position of the Company's interim Chief Financial Officer ("CFO")

o Assist in the assessment of the current financial position of the Company.

o Meet with  Company  management  to review their  assessment  of the current
  situation and evaluate their input for the Company's turnaround.

o Assist in the development of intermediate and long-term operating plans.

o Meet with lenders and other  outside  parties as may be required  from time to
  time.


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Safety-Kleen Corp.
March 16, 2000
Page 2


o    Develop  and lead  employee  teams that will be focused on  integration  of
     mergers,  rationalization of product lines, reduction of overhead spending,
     realizing  supply chain economies and  maintaining  and enhancing  customer
     relationships.

o    Work with the Company's  various outside  auditors in their review of prior
     financial  statements and  adjustments  that may be required to them.  Also
     work with this group to make  required  filings of reports  required by the
     New York Stock Exchange and the Securities and Exchange Commission.

o    Meet regularly  with and report to the Company's  acting CEO and attend all
     meetings of the Board of Directors.

o    Perform  such  other  tasks  as may  normally  be  associated  with the CFO
     position or as may be mutually agreed upon.

                                  WORK PRODUCT

Our work product will be in the form of:

o    Information to be discussed with you and others, as you may direct.

o    Written  reports and analysis  worksheets to support our  suggestions as we
     deem necessary or as you may request.

                                    STAFFING

Jack McGregor  will become the  Company's  Interim CFO and will be the principal
responsibly for the overall engagement.  Jim Bonsall, who has previous operating
experience and provided  consulting  services to this industry,  will advise him
with respect to transportation, recovery and disposal services for hazardous and
solid wastes.  Al Koch will provide oversight advice and be available to consult
with  senior  management.  They will be assisted  by a staff of  consultants  at
various levels, all of whom have a wide range of skills and abilities related to
this  type  of  assignment.   In  addition,   we  have  relationships  with  and
periodically   retain  independent   contractors  with  specialized  skills  and
abilities to assist us.


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Safety-Kleen Corp.
March 16, 2000
Page 3


                            TIMING, FEES AND EXPENSES

We will commence this engagement immediately upon receipt of a signed engagement
letter and retainer.

Hourly  Fees.  This  engagement  will be staffed with  professionals  at various
levels,  as the tasks require.  For purposes of semi-monthly  billing,  our fees
will be based on the hours charged at our hourly rates, which are:

                   Principals                           $465 to $575

                   Senior Associates                    $360 to $495

                   Associates                           $265 to $375

                   Accountants and Consultants          $190 to $290

We review and revise our hourly billing rates  effective  January 1 of each year
The foregoing rates will not be changed prior to January 1, 2001.

Out-of-pocket  Cash  Expenses.  In  addition  to the fees set forth  above,  the
Company shall pay directly or reimburse JA&A upon receipt of periodic  billings,
for all  reasonable  out-of-pocket  expenses  incurred in  connection  with this
assignment such as travel, lodging, postage, telephone and facsimile charges.

Contingent  Success  Fees. In addition to hourly fees,  the Company  agrees that
JA&A is expected to materially  assist in helping to restructure  the operations
and capital structure of the Company and that in so doing, it will significantly
add to the Company's value for its stakeholders. Accordingly, the Company agrees
that it will pay JA&A one of the following contingent success fees:

(1)  A plan  confirmation  bonus in the  amount  of $2  million  if the  Company
     obtains   confirmation  of  its  Plan  of  Reorganization  under  the  U.S.
     Bankruptcy  Code  within  three  months  after the  filing of a Chapter  11
     proceeding.

(2)  A plan  confirmation  bonus in the amount of $1.5  million  if the  Company
     obtains   confirmation  of  its  Plan  of  Reorganization  under  the  U.S.
     Bankruptcy  Code  within  6  months  after  the  filing  of  a  Chapter  11
     proceeding.


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Safety-Kleen Corp.
March 16, 2000
Page 4



(3)  A plan confirmation bonus of $1 million if the Company obtains confirmation
     of its Plan of Reorganization  under the U.S. Bankruptcy Code within twelve
     months of its  Chapter  11  filing.  The plan  confirmation  bonus  will be
     decreased by $100,000 per month for each month that the confirmation of the
     Plan of  Reorganization  exceeds twelve months following the initial filing
     until the bonus has been reduced to  $500,000,  after which it shall not be
     further reduced.

(4)  The  Company  agrees  to pay a bonus  of $1  million  in the  event  that a
     substantial  portion of the business is sold pursuant to Section 363 of the
     U.S. Bankruptcy Code and such sale is followed by a conversion to a Chapter
     7 proceeding.

     The amounts  payable above shall be reduced by any  termination fee payable
     pursuant to the Termination and Survival provisions of this agreement.

Retainer.  We will require a retainer of $150,000 to be applied against the time
charges,  excluding  expenses,  specific  to  the  engagement.  We  will  submit
semi-monthly  invoices for services  rendered and expenses incurred as described
above,  and we will offset such invoices  against the retainer.  Payment will be
due upon receipt of the  invoices to  replenish  the retainer to the agreed upon
amount.  Any  unearned  portion of the  retainer  will be returned to you at the
termination of the engagement.

                           RELATIONSHIP OF THE PARTIES

The parties intend that an independent  contractor  relationship will be created
by this agreement. The employees of JA&A are not entitled to any of the benefits
that the Company provides for the Company's employees.

The Company also agrees not to solicit,  recruit or hire any employees or agents
of  JA&A  for a  period  of  two  years  subsequent  to  the  completion  and/or
termination of this agreement.


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Safety-Kleen Corp.
March 16, 2000
Page 5


                                 CONFIDENTIALITY

JA&A agrees to keep confidential all information  obtained from the Company JA&A
agrees  that  neither it nor its  directors,  officers,  principals,  employees,
agents or attorneys will disclose to any other person or entity,  or use for any
purpose other than specified herein,  any information  pertaining to the Company
or any affiliate thereof which is either non-public, confidential or proprietary
in nature  ("Information")  which it  obtains  or is given  access to during the
performance  of the  services  provided  hereunder.  JA&A  may  make  reasonable
disclosures of Information to third parties in connection with their performance
of their obligations and assignments hereunder.  In addition, JA&A will have the
right to disclose to others in the normal  course of  business  its  involvement
with the Company.

Information  includes  data,  plans,  reports,  schedules,  drawings,  accounts,
records, calculations, specifications, flow sheets, computer programs, source of
object codes,  results,  models, or any work product relating to the business of
the Company, its subsidiaries,  distributors,  affiliates,  vendors,  customers,
employees, contractors and consultants.

The Company  acknowledges that all advice (written or oral) given by JA&A to the
Company in connection with JA&A's  engagement is intended solely for the benefit
and  use  of  the  Company  (limited  to  its  management)  in  considering  the
transactions  to which it relates.  The Company agrees that no such advice shall
be used for any other purpose or reproduced, disseminated, quoted or referred to
at any time in any manner or for any purpose other than  accomplishing the tasks
and programs  referred to herein or in discussions with the Company's lenders or
debt holders,  without  JA&A's prior approval  (which shall not be  unreasonably
withheld) except as required by law. This agreement will survive the termination
of the engagement.

                           FRAMEWORK OF THE ENGAGEMENT

The Company  acknowledges that it is hiring JA&A purely to assist and advise the
Company in business  planning and restructuring and to provide crisis management
and interim  executive  leadership to the Company.  JA&A's  engagement shall not
constitute  and audit,  review or  compilation,  or any other type of  financial
statement reporting or consulting engagement that is subject to


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Safety-Kleen Corp.
March 16, 2000
Page 6


The rules of the AICPA, the SSCS. or other such state and national  professional
bodies.

                             INDEMNIFICATON OF JA&A

In  engagements  of this  nature  where  we act as  crisis  managers,  it is our
practice  to  receive  indemnification.  Accordingly,  in  consideration  of our
agreement to act on your behalf in connection with this engagement, you agree to
indemnify, hold harmless, and defend us (including our principals, employees and
agents) from and against all claims, liabilities, losses, damages and reasonable
expenses as they are incurred, including reasonable legal fees and disbursements
of counsel,  and the costs of our professional  time (our professional time will
be  reimbursed  at our  rates in  effect  when such  future  time is  required),
relating to or arising out of the engagement,  including any legal proceeding in
which  we may be  required  or agree  to  participate  but in which we are not a
party.  We, our  principals,  employees and agents may, but are not required to,
engage a single firm of separate counsel of our choice in connection with any of
the   matters   to  which   this   indemnification   agreement   relates.   This
indemnification agreement does not apply to actions taken or omitted to be taken
by us in bad faith.

                           INDEMNIFICATION OF OFFICERS

In addition to the foregoing  indemnification,  Jack McGregor shall be deemed to
be an officer of the  Company  and shall,  along with other JA&A  personnel  who
serve  as  officers  of  the  Company,  be  individually  covered  by  the  same
indemnification   and  directors'  and  officers'   liability  insurance  as  is
applicable to other officers of the Company.

The Company agrees that it will use its best efforts to specifically include and
cover  any JA&A  appointees  under  the  Company's  policy  for  directors'  and
officers'  insurance.  In the event that the  Company is unable to include  JA&A
appointees  under the Company's policy or does not have first dollar coverage as
outlined in the  proceeding  paragraph in effect for at least $10 million (e.g.,
such policy is not  reserved  based on actions that have been or are expected to
be filed against Officers and Directors alleging prior acts that may give use to
a  claim),  it is  agreed  that  JA&A  will  have the  right to  terminate  this
agreement.


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Safety-Kleen Corp.
March 16, 2000
Page 7


                            TERMINATION AND SURVIVAL

The agreement  may be  terminated at any time by written  notice by one party to
the other,  provided,  however,  that  notwithstanding  such  termination by the
Company, JA&A will be entitled to any fees and expenses due under the provisions
of the  agreement.  Such payment  obligation  shall insure to the benefit of any
successor or assignee of JA&A.

In the event that the Company  terminates  the agreement  prior to September 15,
2000 other than for cause (as defined in the next paragraph) it shall pay JA&A a
termination  fee of  $500,000  in addition to  reimbursing  cash  expenses.  The
termination fee shall be reduced by 50% of any fees previously paid.

Additionally,  unless  JA&A is  terminated  by the Company for cause (as defined
below) or if JA&A  terminates  this agreement for any reason,  in which case the
contingent  success  fee shall not be paid,  JA&A shall  remain  entitled to the
contingent  success  fee  that  otherwise  would be  payable  to it for any Plan
confirmation  that occurs within 12 months  following the  termination of JA&A's
agreement.  Cause  shall  mean a JA&A  representative  acting  on  behalf of the
Company is convicted of a felony or it is  determined in good faith by the Board
of Directors of the Company,  and after 30 days notice and  opportunity  to cure
either: (i) a JA&A representative  willfully engages in misconduct  injurious to
the  Company,  (ii) a JA&A  representative  breaches  any of his or its material
obligations  under this  Agreement;  or; (iii) a JA&A  representative  willfully
disobeys a lawful direction of the Board of Directors of the Company.

The   obligations   of  the   parties   under  the   Indemnification   of  JA&A,
Indemnification  of  Officers,  Confidentiality  and  Termination  and  Survival
sections of this  agreement  shall survive the  termination  of the agreement as
well as the other sections of this  agreement  that expressly  provide that they
shall survive termination of this agreement.

                                  GOVERNING LAW

This letter  agreement is governed by and construed in accordance  with the laws
of the State of Michigan  with  respect to  contracts  made and to be  performed
entirely therein and without regard to choice of law or principles thereof.


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Safety-Kleen Corp.
March 16, 2000
Page 8


If we have any dispute arising between us, including any dispute with respect to
this agreement,  its  interpretation,  performance or breach,  and are unable to
agree on a  mutually  satisfactory  resolution  with 30 days,  either  party may
require  the matter to be settled by binding  arbitration.  If such  arbitration
shall occur, it shall be in the city of Detroit,  Michigan. We shall attempt for
two weeks to agree on a single arbitrator. If that effort shall fail, each party
shall appoint one  arbitrator.  The two  arbitrators so chosen shall attempt for
two  weeks  to  select a  third.  If they are  unable  to  agree,  the  American
Arbitration Association in New York City shall choose the third. The arbitration
shall  occur,  using  the  rules  and  procedures  of the  American  Arbitration
Association.  The  decision  of the  arbitrator(s)  shall be final,  binding and
non-appealable.

                            CONFLICTS AND DISCLOSURE

We know of no fact or situation that would  represent a conflict of interest for
us with regard to the Company.

We do wish to make the following disclosures:

o    Jay Alix,  a principal  of JA&A is also the  Managing  Principal of Questor
     Partners Fund, L.P.  ("QPF") and Questor Partners Fund II, L.P. ("QPF II"),
     a $300  million  fund  and an $860  million  fund,  respectively,  each one
     investing in special situations and underperforming companies;

o    All of the principals of JA&A, including Mr. McGregor,  own general  and/or
     limited partnership  interests in one  or  more  of  the  following related
     entities:   QPF,  QPF II,  Questor  Side-by-Side Partners,  L.P.,  Questor
     Side-by-Side Partners II,  L.P.,  and Questor Side-by-Side Partners II 3(c)
     (1), L.P.;

o    We have in the  past,  however,  represented  one or more of the  Company's
     lending banks in certain of their credit  matters.  Of these,  we currently
     have a number  of  situations  that are  active  with  Bank One in  matters
     unrelated  to the  Company,  none of which is being  handled  by the  staff
     assigned to this engagement;

o    JA&A has in the past and is  presently  representing  a number of  entities
     that are  borrowers  of  certain  of the  Company's  major  lending  banks.
     Although a number of those situations are presently active,  none is to the
     best of our knowledge, related in any way to the Company.


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Safety-Kleen Corp.
March 16, 2000
Page 9


While we are not currently aware of any other  relationships  that connect us to
any party in interest,  because JA&A is a consulting firm that serves clients on
a national  basis in numerous  cases,  both in and out of court,  it is possible
that JA&A may have rendered services to or have business associations with other
entities which had or have relationships with the Company,  including  creditors
of the  Company.  JA&A has not and will not  represent  the  interests of any of
these aforementioned entities in this case, involving the Company.

                                  SEVERABILITY

If any  portion of the letter  agreement  shall be  determined  to be invalid or
unenforceable,  we each agree that the remainder  shall be valid and enforceable
to the maximum extent possible.

                                ENTIRE AGREEMENT

All of the above contains the entire  understanding  of the parties  relating to
the  services  to be  rendered by JA&A and may not be amended or modified in any
respect  except in writing  signed by the parties.  JA&A will not be responsible
for  performing any services not  specifically  described in this letter or in a
subsequent writing signed by the parties.

                                     NOTICES

All notices  required or permitted to be delivered  under this letter  agreement
shall be sent, if to us, to the address set forth in the head of this letter, to
the attention of Mr. Melvin R.  Christiansen,  and if to you, to the address for
you set forth above, to the attention of your General Counsel,  or to such other
name or address as may be given in writing to the other party. All notices under
the agreement  shall be sufficient if delivered by facsimile or overnight  mail.
Any notice shall be deemed to be given only upon actual receipt.

Should the Company seek protection  under Chapter 11 of the Bankruptcy  Code, it
agrees to affirm this agreement as part of its first day motions.


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Safety-Kleen Corp.
March 16, 2000
Page 10


If these terms meet with your approval, please sign and return the enclosed copy
of this proposal and wire transfer the amount to establish the retainer.

We look forward to working with you.

Sincerely yours,

Jay Alix & Associates

/s/ John G. McGregor

John G. McGregor
Principal

Acknowledged and Agreed to:

Safety-Kleen Corp.

By:              /s/ David E. Thomas
                 ----------------------
                                    Chairman of the Executive Committee
                 David E. Thomas, Director

Dated:           3/21/00
                 ----------------------