EXECUTION COPY

                              EMPLOYMENT AGREEMENT
                              --------------------

          AGREEMENT  by  and  between Safety-Kleen Corp., a Delaware corporation
(the  "Company"),  and  Ronald A. Rittenmeyer (the "Executive"), dated as of the
8th  day  of  August,  2001.

          WHEREAS, the Company has determined that it is in the best interest of
the  Company to employ the Executive as the Chairman of the Board, President and
Chief  Executive  Officer of the Company, and the Executive desires to serve the
Company  in  that  capacity  pursuant  to  the terms set forth herein; provided,
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however,  that  this  Agreement  shall  be subject to the proper approval of the
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United  States  Bankruptcy  Court  (the  "Bankruptcy  Court")  and  such  other
conditions  and  obligations  of  the  parties  as are set forth in Section 9(j)
hereof.

          NOW,  THEREFORE,  IT  IS  HEREBY  AGREED  AS  FOLLOWS:

          1.     Employment Period.  The Company shall employ the Executive, and
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the  Executive shall serve the Company, on the terms and conditions set forth in
this  Agreement,  during  the  Employment  Period  (as  defined  below).  The
"Employment  Period"  shall  mean the period beginning on the Effective Date and
ending on February 8, 2003, unless such employment is earlier terminated for any
reason  as  provided  herein.

          2.     Position  and  Duties.  During  the  Employment  Period,  the
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Executive  shall  serve  as Chairman of the Board, President and Chief Executive
Officer  of the Company and, as may be agreed to by Executive from time to time,
in  appropriate  positions  in  each subsidiary of the Company, with the duties,
functions,  responsibilities  and  authority  customarily  associated  with such
positions (but shall not be required to exercise control over the waste handling


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practices  of  the  Company  except in his role as Chairman, President and Chief
Executive  Officer),  and  shall report to the Board of Directors of the Company
(the  "Board").  During the Employment Period, the Executive shall be appointed,
elected and/or otherwise maintained by the Company as the Chairman of the Board,
President  and  Chief Executive Officer of the Company. The Executive shall not,
during  the term of this Agreement, engage in any other business activities that
will  unreasonably  interfere  with  the Executive's employment pursuant to this
Agreement;  provided however, the Company acknowledges and agrees that Executive
is  and  may  continue  to  (i) serve as the plan administrator of AFD Fund, the
post-confirmation  estate  of  AmeriServe  Food  Distribution,  Inc.  and  its
affiliated  debtors,  (ii)  serve  as  a  director  for Greenhill School and the
Wyoming  Seminary,  and  (iii)  manage personal and family investments. Further,
Executive  may, (i) subject to prior approval of the Board (which approval shall
not  be  unreasonably  withheld),  serve  as  a  director  of other noncompeting
companies,  and  (ii)  serve as an officer, director or otherwise participate in
educational,  welfare,  social,  religious  and  civic organizations. During the
Employment  Period,  the  Executive's  services  shall  be  performed  at  those
locations  where  the  Company conducts business throughout the United States as
the  needs  and  exigencies  of  the  business  of the Company from time to time
reasonably  require;  provided  however,  Executive  shall  not  be  required to
relocate  his  personal  residence  from  the  Dallas,  Texas  area.


          3.     Compensation.  (a)  Salary.  From  the  date  of this Agreement
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through  the end of the Employment Period, the Executive shall receive a monthly
salary  (the  "Salary")  of  $125,000,  payable in accordance with the Company's
normal  payroll  practices  for  executives.

          (b)    Other  Benefits.  In  addition  to  the  foregoing, during the
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Employment  Period:  (i)  the  Executive shall be entitled to participate in the
current  and  any  future  savings,  retirement,  fringe  benefit, and any other


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benefit  plans,  practices,  policies  and  programs of the Company on terms and
conditions  commensurate with those afforded to the previous Chairman and CEO of
the  Company,  but  in  no  event less than those applicable to peer executives;
provided,  however,  the  Executive  shall not be entitled to participate in any
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general bonus or severance plans, practices, policies or programs of the Company
(and  provided further that nothing herein will prevent the Board from approving
discretionary  bonus  plans  for  the  Executive);  (ii)  the Executive shall be
entitled  to  four  weeks  of vacation, effective and vested as of the Effective
Date,  and two weeks of additional vacation effective and vested as of the first
anniversary  of  the  Effective Date,  and (iii)  the Executive and, pursuant to
the  terms  of the applicable plan, practice, policy or program, eligible family
members,  as  the  case  may  be,  shall, effective as of the Effective Date, be
eligible  for  participation  in,  and shall receive all benefits under medical,
dental,  disability,  life insurance and other welfare benefit plans, practices,
policies  and  programs  provided  by  the  Company,  on  terms  and  conditions
commensurate  with  those  afforded  to  the  previous  Chairman  and CEO of the
Company, but in no event less than those applicable to peer executives, plus tax
"gross  up" on the amount of premiums paid and included in the Executive's gross
income  in  connection  therewith,  if  any  (provided, however, for purposes of
determining  (i)  disability  benefits  provided  to  the  Executive  under  any
long-term  disability  plan  of  the  Company  and  (ii) life insurance benefits
provided  to Executive under any life insurance program of the Company, (and for
such  purposes  only)  the  Executive's  annual salary from the Company shall be
deemed to be $750,000.).  In addition, the Company shall pay the reasonable fees
and  expenses  of  Executive's  counsel  and  other  professionals  incurred  in
connection  with  the  negotiation of, entering into and otherwise in connection
with  this  Agreement,  and  the  Exhibits  attached hereto, in an amount not to


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exceed  $75,000,  plus  tax  "gross up" thereon if any taxes based on income are
applicable.  Further,  the  Company  will  promptly  reimburse Executive for all
travel  and  other  business expenses that Executive incurs in the course of the
performance of his duties under this Agreement, including any commuting expenses
to/from  and living expenses in Columbia, SC. plus tax "gross up" thereon if any
taxes  based on income are applicable, in a manner commensurate with Executive's
position and level of responsibility with the Company, but in no event less than
those  applicable  to  peer  executives.

          (c)     For  purposes  of  this  Section  3,  the  Executive's  peer
executives  shall  be  other  senior  executives  employed  by  the  Company.

          4.     Termination  of  Employment.  (a)  Death or Disability.  In the
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event  of  the  Executive's  death during the Employment Period, the Executive's
employment  with  the  Company shall terminate automatically.  The Company shall
have  the  right  to  terminate  the  Executive's  employment  because  of  the
Executive's  Disability  during  the Employment Period.  "Disability" means that
(i)  the  Executive has been unable, for a period of 90 consecutive days, or for
periods aggregating  90 business days in any period of twelve months, to perform
the  Executive's  duties under this Agreement, as a result of physical or mental
illness  or injury, and (ii) a physician selected by the Company or its insurers
and  reasonably  acceptable  to  Executive  has  determined that the Executive's
incapacity  is  total  and  permanent  as  defined  in  the  Company's Long Term
Disability  Benefit  Plan.  A  termination  of the Executive's employment by the
Company for Disability shall be communicated to the Executive by written notice,
and  shall  be  effective  on  the  5th  day after receipt of such notice by the
Executive  (the  "Disability  Effective  Date"), unless the Executive returns to
full-time  performance of the Executive's duties before the Disability Effective
Date.


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          (b)     By  the  Company.  In  addition to termination for Disability,
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the  Company  may  terminate  the  Executive's  employment during the Employment
Period  for  Cause  or  without  Cause.  For purposes of this Agreement, "Cause"
means  that,  prior  to  any  termination,  the  Executive  shall  have:

               (i)  been  convicted  of  or  pled  no  contest to a felony crime
          involving fraud, embezzlement or theft or other felony crime resulting
          in imprisonment (excluding, without limitation, in any case any of the
          foregoing  related  to Limited Vicarious Liability, as defined below);

               (ii)  committed  intentional,  wrongful  and  material  damage to
          property  of  the Company, and any such act shall have been materially
          harmful  to  the  Company;  or

               (iii)  committed  intentional  wrongful  disclosure  of  secret
          processes  or confidential information of the Company and any such act
          shall  have  been  materially  harmful  to  the  Company.

For  purposes  of  this  Agreement,  no act or failure to act on the part of the
Executive  shall  be deemed "intentional" if it was due primarily to an error in
judgment  or  negligence,  but  shall  be  deemed  "intentional" only if done or
omitted  to  be  done  by the Executive not in good faith and without reasonable
belief  that  his  action  or  omission  was  in  the  interest  of the Company.
Notwithstanding  the  foregoing,  the Executive shall not be deemed to have been
terminated  for  "Cause"  hereunder  unless  and  until  there  shall  have been
delivered  to  the  Executive  a  copy  of  a  resolution  duly  adopted  by the
affirmative  vote of not less than three quarters of the Board then in office at
a meeting of the Board called and held for such purpose, after reasonable notice
to  the  Executive  and  an  opportunity  for  the  Executive, together with the
Executive's  counsel  (if  the Executive chooses to have counsel present at such
meeting),  to be heard before the Board, finding that, in the good faith opinion
of  the Board, the Executive had committed an act constituting "Cause" as herein
defined  and  specifying the particulars thereof in detail.  Nothing herein will
limit the right of the Executive or his beneficiaries to contest the validity or


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propriety  of  any  such termination with the Bankruptcy Court or otherwise. For
purposes  of  this  Agreement, Limited Vicarious Liability, as used above, shall
mean  any liability which is based on acts of the Company for which Executive is
charged  solely  as  a  result  of  his  offices  with  the  Company.

          (c)     Voluntarily by the Executive.  The Executive may terminate his
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employment  at  any time during the Employment Period by giving not less than 60
days  prior  written  notice  thereof  to  the  Company; provided, however, that
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Executive  may  terminate  his  employment  immediately  and without notice upon
either:  (i)  the  occurrence  of  any of the events  listed in Section 5(a)(i),
(ii),  (iii),  or  (v)  of  this  Agreement , or (ii) the occurrence of an event
constituting  Good  Reason  (as  defined  below) .

          (d)     Date of Termination.  The "Date of Termination" means the date
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of  the  Executive's death, the Disability Effective Date, the date on which the
termination  of  the  Executive's employment by the Company for Cause or without
Cause as set forth in notice from the Company is effective, or the date on which
the  termination  of the Executive's employment by Executive as set forth in any
notice  from  Executive  is  effective,  as  the  case  may  be.

          (e)     Involuntary  Termination.  (i)  An  "Involuntary  Termination"
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means:  (A)  a  termination  of the Executive's employment by the Company, other
than  for  Cause, death or Disability; and/or (B) a termination by the Executive
after  the  occurrence  of  an  event  constituting Good Reason (as that term is
defined  below).

               (ii) "Good  Reason"  means:

               (A)  Failure  to  elect  or  reelect or otherwise to maintain the
          Executive  in  the  office  and  the position with the Company (or any
          successor  entity  by  operation  of  law  or  otherwise) set forth in
          Section 2 of this Agreement, as the case may be, or the removal of the


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          Executive as a Director on or Chairman of the Board of the Company (or
          any  successor  thereto);

               (B)  (I)  A material adverse change in the nature or scope of the
          authorities, powers, functions, responsibilities or duties attached to
          the  Executive's position with the Company and any affiliated company;
          (II)  a  reduction in the Executive's Salary; or (III) the termination
          or denial of the Executive's rights to employee benefits or a material
          reduction  in the scope or value thereof, any of which is not remedied
          by the Company within 10 business days after receipt by the Company of
          written  notice  from  the  Executive  of  such  change,  reduction or
          termination,  as  the  case  may  be;

               (C)  The  Company,  without  the  prior  written  consent  of the
          Executive,  requires  the  Executive  to  have his principal residence
          changed,  to  any  location  outside  of  the  Dallas,  Texas  area;

               (D)  The  Company  shall fail to timely pay or satisfy any of its
          material  obligations  or  liabilities  for which the Executive could,
          based  on  the advice of counsel, reasonably be found to be personally
          liable,  provided  such  failure,  if  curable  without  liability  to
          Executive,  is  not  remedied  by  the Company within 10 business days
          after  receipt  by the Company of written notice from the Executive of
          such  failure;

               (E)  The Company shall fail to comply or be capable of continuing
          to comply in all material respects with any applicable laws, including
          any  environmental  laws  and  regulations,  or the Executive shall be
          required  to exercise control over the waste handling practices of the
          Company,  for  which  the Executive could in either case, based on the
          advice  of  counsel,  reasonably  be  found  to  be personally liable,
          provided  such  failure, if curable without liability to Executive, is
          not  remedied  by the Company within 10 business days after receipt by
          the  Company  of  written  notice  from  the  Executive  thereof;

               (F)  The  Company  shall  fail to maintain satisfactory liability
          insurance  as  required  under  Section  7(a)  hereof,  provided  such
          failure, if curable, is not remedied by the Company within 10 business
          days after receipt by the Company of written notice from the Executive
          of  such  failure;  or

               (G)  Without  limiting the generality or effect of the foregoing,
          any  material breach of this Agreement by the Company or any successor
          thereto  which,  if  curable, is not remedied by the Company within 10
          business  days after receipt by the Company of written notice from the
          Executive  of  such  breach.

          Any  item  in  (B), (D), (E), (F), or (G) above that is not curable or
          not  curable  without  liability  to  Executive,  will  immediately
          constitute  Good  Reason.


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          5.     Completion Fee; Obligations of the Company on Termination.  (a)
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Upon  the  first  to occur of the following events during the Employment Period,
the  Company  shall pay to the Executive, and the Executive shall be entitled to
receive,  a  cash  amount  equal to $1,750,000 (the "Completion Fee"):  (i)  the
Company's plan of reorganization under Chapter 11 of the Bankruptcy Code is made
effective,  (ii)  the  Company's  liquidation under Chapter 11 of the Bankruptcy
Code  is  substantially  completed, (iii) there is a conversion of the Company's
proceedings  under  Chapter  11  of  the  Bankruptcy  Code to a proceeding under
Chapter  7  of  the Bankruptcy Code, (iv) there is an Involuntary Termination of
the  Executive's  employment,  or (v) all or substantially all of the Company's,
including  any debtor affiliate's, assets are sold or disposed of in one or more
transactions,  or  any other sale, merger, consolidation, disposition or similar
transaction involving the Company and any debtor affiliate.  In addition, if any
of  the  events  listed  in  Section 5(a)(i), (ii), (iii), or (v) does not occur
prior  to the completion of the Employment Period and the Executive's employment
was  not  terminated  for Cause, death or Disability, upon the first to occur of
the  items  in  Section  5(a)(i),  (ii),  (iii),  or  (v)  at any time after the
completion of the Employment Period, the Company shall pay to the Executive, and
the  Executive  shall  be  entitled  to  receive,  a  cash  amount  equal to the
Completion  Fee. In any case, the Company expressly acknowledges and agrees that
payment of the Completion Fee shall be made, in the Executive's sole discretion,
by  the  Executive  drawing  upon  the Completion Letter of Credit following the
occurrence  of  the  first event entitling the Executive to payment of such fee.

          (b)     Death;  Disability.  If  the  Executive's  employment  is
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terminated  by  reason of the Executive's death during the Employment Period, or
by  reason  of  the  Executive's  Disability  during  the  Employment  Period in
accordance with Section 4(a) hereof, the Company shall pay to the Executive, the


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Executive's  estate  or  the  Executive's  legal  representative, as applicable,
within  10  days  after the Date of Termination, a lump-sum cash amount equal to
the  sum  any  portion  of  the Salary and any other compensation earned for the
period  up  to the Date of Termination that has not yet been paid, plus the cash
equivalent  of  any  accrued  but  unused  vacation.

          (c)     Cause;  Voluntary  Termination.  If the Executive's employment
                  ------------------------------
is  terminated  for  Cause or the Executive terminates his employment during the
Employment  Period  other  than in an Involuntary Termination, the Company shall
pay the Executive, within 10 days after the Date of Termination, a lump-sum cash
amount  equal to the sum of any portion of the Salary and any other compensation
earned  for the period up to the Date of Termination that has not yet been paid,
plus  the  cash  equivalent  of  any  accrued  but  unused  vacation.

          (d)     Involuntary  Termination.  If the  Executive's  employment  is
                  ------------------------
terminated  by  an Involuntary Termination, the Company shall pay the Executive,
within  10  days  after the Date of Termination, a lump-sum cash amount equal to
the  sum of: (i) any portion of the Salary and any other compensation earned for
the  period  up  to the Date of Termination that has not yet been paid, (ii) the
cash  equivalent  of  any  accrued  but  unused  vacation, (iii) the Salary that
Executive  would  have  earned  pursuant  to  this  Agreement  from  the Date of
Termination  until  February  8,  2003,  if such Involuntary Termination had not
occurred,  and  (iv)  the  Completion Fee. In addition, the welfare benefits set
forth  in Section 3(b) of this Agreement will continue, at no additional expense
to  Executive other than any expense Executive would have normally been required
to  pay  therefor  if  his  employment  had  continued,  until February 8, 2003.


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          (e)     In  addition  to  the  payments  and  benefits  to  which  the
Executive  or the Executive's estate may be entitled under Sections 5(a) through
(d)  above,  the  Executive  shall  be  entitled  to receive any vested or other
benefits to which he may be entitled pursuant to the terms and conditions of any
employee  benefit plan of the Company in which he may participate, and any other
amounts  due  under  this  Agreement.

          6.     Confidential  Information.   The  Executive  shall  keep
                 -------------------------
confidential  all secret or confidential information, knowledge or data relating
to  the  Company  or  any  of  its  affiliated  companies  and  their respective
businesses  that  the  Executive  obtains  or  obtained  during  the Executive's
employment  by  the  Company  or  any  of  its  affiliated  companies  and their
respective  businesses  and that is not public knowledge (other than as a result
of  the Executive's violation of this paragraph (a) of Section 6) ("Confidential
Information").  The  Executive  shall  not intentionally communicate, divulge or
disseminate Confidential Information at any time during or after the Executive's
employment  with  the  Company,  except  with  the  prior written consent of the
Company,  or  if  he  believes it is in the best interests of the Company, or as
otherwise  as  required  by  law  or  legal  process.

          7.     Indemnification; Letter of Credit.   (a) The Executive shall be
                 ---------------------------------
entitled to indemnification to the fullest extent provided to other officers and
directors  of  the  Company in accordance with the Certificate of Incorporation,
Articles  and  By-Laws  of  the  Company,  but in no event less than the maximum
extent  permitted  under  Delaware  law,  and  shall be covered by the Company's
current directors and officers' liability insurance (which shall at all times be
maintained  by  the  Company  throughout  the Employment Period and for a 6 year
"tail"  coverage period_thereafter  and  provide  coverage of not less than $125


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million  per  occurrence  and name Executive as an insured thereunder) and other
appropriate insurance maintained by the Company.  The Company shall, on the date
of  this  Agreement, duly execute the Company Indemnification Agreement attached
hereto  as  Exhibit  "A"  ("Company  Indemnification  Agreement").

          (b)     The  Executive  shall not be personally liable to the Company,
its  affiliates,  or  any  of  their  respective  creditors  or stockholders for
monetary  damages,  except  only  to  the  extent  that such damages are finally
adjudged  by  a court of competent jurisdiction, after exhaustion of all appeals
therefrom,  to have been caused by Mr. Rittenmeyer's gross negligence or willful
misconduct  (and  any  actions,  omissions  or  other  matters  taken with Court
approval  will  conclusively  be  deemed  not  to  constitute  negligence, gross
negligence  or  willful  misconduct).

          (c)     As  soon  as practicable following the date hereof,  but in no
event  later  than  August  21, 2001, the Company shall obtain and shall keep in
full force and effect throughout the Employment Period and until all obligations
to  pay  the Completion Fee pursuant to Section 5 under this Agreement have been
satisfied in full, a clean irrevocable standby letter of credit (the "Completion
Letter  of  Credit")  from  a money-center banking institution, in the amount of
$1,750,000, for the benefit of and in form and substance reasonably satisfactory
to  the  Executive (including prior notification to the Executive of the failure
to renew the letter of credit and the right of Executive to draw upon the letter
of  credit in the event of such failure), which he will, in his sole discretion,
draw  upon  to  satisfy  the  Company's obligations to pay the Completion Fee or
which  he  may draw upon to satisfy the Company's obligations to pay any amounts
due Executive under this Agreement or otherwise. The Company shall remain liable
for  any obligations under this Agreement to the extent such letter of credit is
insufficient  to  satisfy  the  obligations  hereunder.


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          (d)     As  soon  as  practicable following the date hereof, but in no
event  later  than  August  21, 2001, the Company shall obtain and shall keep in
full  force and effect until 18 months after the Executive's employment with the
Company  has  terminated,  a  clean  irrevocable standby letter of credit from a
money-center  banking institution, in the amount of $750,000, for the benefit of
and  in  form  and substance reasonably satisfactory to the Executive (including
prior notification to the Executive of the failure to renew the letter of credit
and  the  right  of  Executive to draw upon the letter of credit in the event of
such  failure), which he may draw upon at any time to satisfy any obligations of
the Company for which, based upon the advice of his counsel, the Executive could
reasonably  be  anticipated  to  be  found  personally  liable  or for which the
Executive  is  entitled  to  indemnification from the Company as provided in the
Company  Indemnification Agreement, including the defense of any claims relating
to  such  matters,  any deductible(s) and/or self insured retention(s) under any
insurance  policies, any premiums for "tail" or other insurance coverage, and to
satisfy  any obligations of the Company under this Agreement.  The Company shall
remain  liable  for  any  such  obligations under this Agreement and the Company
Indemnification Agreement to the extent such letter of credit is insufficient to
satisfy  the  obligations  hereunder  or  thereunder.

          8.     Successors.  (a)  This  Agreement  is personal to the Executive
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and,  without  the prior written consent of the Company, shall not be assignable
by the Executive otherwise than by will or the laws of descent and distribution.
This  Agreement  shall  inure  to  the  benefit  of  and  be  enforceable by the
Executive's  legal  representatives.


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          (b)     This  Agreement  shall  inure to the benefit of and be binding
upon  the  Company  and  its  successors  and assigns. The Company's obligations
pursuant  to  this  Agreement will survive any termination or expiration of this
Agreement.

          (c)     The  Company  shall  require  any successor (whether direct or
indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to  all  or
substantially  all  of  the  business  and/or assets of the Company expressly to
assume  and  agree  to perform this Agreement in the same manner and to the same
extent  that  the  Company  would  have  been  required to perform it if no such
succession  had  taken  place.  Except  as  set  forth in this Section 8(c), the
Company shall not assign this Agreement without the prior written consent of the
Executive,  which  consent  shall not be unreasonably withheld.  As used in this
Agreement,  "Company"  shall mean both the Company as defined above and any such
successor that assumes and agrees to perform this Agreement, by operation of law
or  otherwise.

          9.     Miscellaneous.  (a)  This  Agreement  shall be governed by, and
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construed  in  accordance  with,  the  laws  of  the  State  of Delaware without
reference to principles of conflict of laws.  The captions of this Agreement are
not  part  of  the  provisions  hereof  and shall have no force or effect.  This
Agreement  may not be amended or modified except by a written agreement executed
by  the parties hereto or their respective successors and legal representatives.
To the extent this Agreement shall be amended after the Effective Date, approval
of  the  Bankruptcy  Court shall not be required to the extent such amendment is
not  materially  adverse  to  the  Company.


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          (b)     All  notices  and  other  communications  under this Agreement
shall be in writing and shall be given by hand delivery to the other party or by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed  as  follows:

                 If  to  the  Executive:
                 ----------------------

                 Ronald  A.  Rittenmeyer
                 [Address on file with the Company]

                 With  a  copy  to:
                 -----------------

                 Kirkland  &  Ellis
                 200  East  Randolph  Drive
                 Chicago,  IL  60601
                 Attention:  James  H.M.  Sprayregen

                 If  to  the  Company:
                 --------------------

                 Safety-Kleen  Corp.
                 1301  Gervais  Street,  Suite  300
                 Columbia,  SC  29201
                 Attention:  General  Counsel
                 With  a  copy  to:
                 -----------------

                 Skadden,  Arps,  Slate,  Meagher  &  Flom
                 333  West  Wacker  Drive
                 Chicago,  IL  60606-1285
                 Attention:  David  Kurtz

                 Weil,  Gotshal  &  Manges  LLP
                 767  Fifth  Avenue
                 New  York,  NY  10153
                 Attention:  Harvey  R.  Miller


or  to  such  other address as either party furnishes to the other in writing in
accordance  with  this  paragraph  (b) of Section 9.  Notices and communications
shall  be  effective  when  actually  received  by  the  addressee.


                                       14
<PAGE>
     (c)     The  invalidity  or  unenforceability  of  any  provision  of  this
Agreement shall not affect the validity or enforceability of any other provision
of  this Agreement.  If any provision of this Agreement shall be held invalid or
unenforceable  in  part,  the remaining portion of such provision, together with
all  other  provisions of this Agreement, shall remain valid and enforceable and
continue  in  full  force  and effect to the fullest extent consistent with law.

     (d)     Notwithstanding  any other provision of this Agreement, the Company
may withhold from amounts payable under this Agreement all federal, state, local
and  foreign  taxes  that  are  required  to  be  withheld by applicable laws or
regulations.

     (e)     The  Executive's  or  the  Company's  failure to insist upon strict
compliance  with  any provision of, or to assert any right under, this Agreement
shall  not  be  deemed to be a waiver of such provision or right or of any other
provision  of  or  right  under  this  Agreement.

     (f)     The  Company  shall  promptly  reimburse  the  Executive  for  the
reasonable  legal fees and expenses incurred by the Executive in connection with
enforcing any right of the Executive pursuant to and afforded by this Agreement;
provided,  however,  that  the  Company's  obligations  for  such legal fees and
--------   -------
expenses  shall  only  apply  if,  in connection with enforcing any right of the
Executive  pursuant  to  and afforded by this Agreement, (i) a judgment has been
rendered  in  favor  of the Executive by a duly authorized court of law, (ii) an
arbitration  award  in favor of the Executive has been made or (iii) the Company
and  the  Executive  have  entered into a settlement agreement providing for the
payment  to  the  Executive  of  any  or  all amounts or benefits alleged by the
Executive to be due hereunder.  The Company will also promptly reimburse, or pay
directly  if  requested  by Executive, for the reasonable legal fees incurred by


                                       15
<PAGE>
Executive  to  obtain  personal  legal  advice  from  time-to-time  regarding
Executive's  duties,  responsibilities  and  liabilities  with  respect  to  the
Company.

     (g)     The  Executive  and  the  Company  acknowledge  that this Agreement
supersedes any other agreement, whether written or oral, between them concerning
the  subject  matter  hereof.  Exhibit "A" attached hereto will control over the
terms  herein  to  the  extent, and only to the extent, of any conflict with the
terms  herein.

     (h)     This  Agreement  may  be  executed in several counterparts, each of
which  shall  be  deemed an original, and said counterparts shall constitute but
one  and  the  same  instrument.

     (i)    The  Executive  and  the  Company  will  consult with each other and
jointly  approve  any  press  release  or  other  public statement regarding the
Executive's  appointment  and position with the Company.  Any such press release
or  other public statement shall indicate that the Executive's position with the
Company  is  subject  to  Bankruptcy Court approval and other conditions of this
Agreement.

     (j)     Unless  expressly  waived  by  the  Executive, this Agreement shall
become  effective  (the "Effective Date") on the date that each of the following
conditions  have  been  satisfied:

          (1)  The execution of the Company Indemnification Agreement, the terms
               of  which  are  incorporated  herein by reference and made a part
               hereof  as  though  fully  set  forth  herein.

          (2)  The  approval  by  the  Bankruptcy  Court  of  the  terms of this
               Agreement,  with  such approval order containing those provisions
               set  forth  on  Exhibit  "B" attached hereto, and containing such
               other provisions as the Executive may reasonably request limiting
               his  personal  liability  for  the  obligations  of  the Company.


                                       16
<PAGE>
          (3)  Such  amendments or clarifications to the Company's directors and
               officers'  liability insurance policies (the "D&O Policy") as may
               reasonably be necessary to assure the Executive of coverage under
               the  terms  of  the  present  D&O  Policy,  including,  without
               limitation,  to  provide  for  the  purchase by the Executive, if
               necessary,  of  "tail" coverage under the D&O Policy in the event
               of  nonpayment  of  premiums.

          (4)  The  Company's  obligations  under Sections 7 (c) and (d) of this
               Agreement  have  been  satisfied.


Upon  final execution of this Agreement by the parties hereto, the Company shall
promptly  take  all  commercially  reasonable  efforts to obtain approval of the
terms  of  this  Agreement  and  the  actions contemplated herein, including the
solicitation of the Company's critical customers, lenders and trade creditors in
supporting  the  approval of this Agreement by the Bankruptcy Court.  Until such
time  as  all  of  the foregoing conditions have been satisfied, the Executive's
employment  status  and  position with the Company shall be that of a common-law
employee,  and  under no circumstances shall the Executive have the status of an
officer  of  the  Company.

          (k)     In  the event that any of the conditions in Section 9(j) shall
not  have been satisfied by August 21, 2001, this Agreement shall be void and of
no  force;  provided,  however,  (i)  the  Executive  shall be reimbursed by the
            --------   -------
Company  for  any  reasonable expenses incurred prior to such date in connection
with  the matters contemplated by this Agreement, including, without limitation,
reasonable  attorney  fees  and  expenses  pursuant  to  Section  3(b)  of  this
Agreement,  (ii) the Executive shall be paid a per diem amount of $5,000 per day
in  respect  of  Executive's services commencing from the date of this Agreement
and  continuing  until the earlier of the date that Bankruptcy Court approval is
denied  or  August  21, 2001, and (iii) the terms of the Company Indemnification
Agreement  shall,  from  the  date of this Agreement, the effective date of such
Indemnification  Agreement,  remain  in  full  force  and  effect.


                                       17
<PAGE>
     IN  WITNESS  WHEREOF,  the  Executive has hereunto set the Executive's hand
and,  pursuant  to  the authorization of its Board of Directors, the Company has
caused  this  Agreement  to be executed in its name on its behalf, all as of the
day  and  year  first  above  written.



                           -----------------------------------------
                           Ronald  A.  Rittenmeyer,  Executive

                           SAFETY-KLEEN  CORP.;
                           subject to the approval of the Bankruptcy Court as
                           further provided in Section 9(j), except for purposes
                           of Section 9(k)


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


                                       18
<PAGE>
                                   EXHIBIT "A"

                        COMPANY INDEMNIFICATION AGREEMENT

     THIS COMPANY INDEMNIFICATION AGREEMENT (this "Agreement") is being executed
and  delivered  to RONALD A. RITTENMEYER ("Indemnitee") by SAFETY-KLEEN CORP., a
Delaware  corporation  ("Safety-Kleen"),  effective  as  of  August  8,  2001.

     Safety-Kleen  has  requested Indemnitee to serve as an employee, a director
and  the  Chairman  of  the  Board,  President  and  Chief  Executive Officer of
Safety-Kleen  and,  as  may  be  agreed  to  by  Executive from time to time, in
appropriate  positions  with  each  of  Safety-Kleen's  subsidiaries  (such
subsidiaries  and  affiliates  together  with  Safety-Kleen  being  collectively
referred  to  herein  as  the  "Company"),  pursuant  to that certain Employment
Agreement  between  Safety-Kleen and Indemnitee, dated as of August 8, 2001 (the
"Employment  Agreement"),  and in consideration of, and as a material inducement
for,  such  service,  the Company is hereby agreeing to bind itself to indemnify
Indemnitee  personally  under  the  conditions  set  forth  below.

     1.     OBLIGATION  TO  INDEMNIFY.  Company  hereby  agrees  to  indemnify
            -------------------------
Indemnitee  for,  and  release,  defend  and  hold  Indemnitee harmless from and
against  any  and  all  claims,  losses, costs, liabilities and other damages of
whatever  nature,  kind  or character, including but not limited to, liabilities
that would not have been incurred had Indemnitee not entered into the Employment
Agreement,  or  served  as  an employee, officer and/or director of the Company,
judgements,  demands,  assessments,  interest,  liabilities  under  the Employee
Retirement  Income  Security  Act of 1974, as amended (including excise taxes or
penalties,  plan  termination, withdrawal and funding liabilities), the value of
time  of  Indemnitee  at  the  rate  of  $5,000  a  day  (or  portion  thereof),
environmental  liabilities,  any obligations of the Company for which Indemnitee
is,  or  is  asserted  to  be,  personally  liable therefor, liabilities for the
Company's  employment  taxes  and any and all other taxes, penalties, excise and
similar  taxes,  impositions,  fines,  settlements,  and  reasonable  expenses,
including,  without limitation, attorney fees and Proceedings (as defined below)
in  any  way  related  to  or arising out of (a) Indemnitee being (and/or having
been)  an  employee,  officer  and/or  director of the Company or a trustee or a
fiduciary  to  any benefit plan, including without limitation, any act, omission
or  other  matter  in any way connected therewith, and/or (b) Indemnitee serving
(and/or  having  served)  the  Company in any other capacity contemplated by the
Employment  Agreement, including, without limitation, any act, omission or other
matter  in  any  way connected therewith (collectively, the "Damages").  Company
acknowledges  and  agrees that the foregoing terms of this section and the terms
of  the other sections of this Agreement are intended to apply REGARDLESS OF THE
TIMING,  GROUNDS  OR  NATURE  OF  ANY PROCEEDINGS OR DAMAGES, INCLUDING, WITHOUT
LIMITATION,  DAMAGES  BASED  ON  INDEMNITEE'S  NEGLIGENCE,  CONTRACT,  STATUTE,
INTENTIONAL  TORT,  STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INDEMNITEE
WAS  ADVISED  OR  AWARE  OF  THE POSSIBILITY OF SUCH DAMAGES, except only to the
extent  that  the  Damages  are  finally  adjudged  by  a  court  of  competent
jurisdiction,  after exhaustion of all appeals therefrom, to have been caused by
the  gross negligence or willful misconduct of Indemnitee (and any actions taken


<PAGE>
with  the  approval  of  the Bankruptcy Court will conclusively be deemed not to
constitute  gross negligence or willful misconduct).  The obligations of Company
hereunder  shall be applicable to all Proceedings (as defined below) and Damages
as  set  forth  in  this  Agreement  regardless  of  when Proceedings or Damages
occurred  or accrued or such Proceedings are commenced or threatened, or whether
actions  or  omissions  or  other events on which they are based, allegedly took
place  or  failed to occur, before or after the effective date of this Agreement
or  the  commencement  or  termination  of  Indemnitee's service as an employee,
officer,  director  or  in any other capacity for the Company as contemplated in
the  Employment  Agreement.

     2.     WITNESS  AND  OTHER  EXPENSES.  Company shall be obligated to pay or
            -----------------------------
promptly  reimburse  Indemnitee  for  reasonable  expenses,  including,  but not
limited to, attorneys' fees and other professional expenses, incurred by him, in
connection  with  his  appearance  as  a  witness or other participation, in any
threatened,  pending  or  completed  action, suit, or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative, formal or informal, and
whether  or  not  based  on  local,  state,  federal  or  foreign laws, rules or
regulations,  any appeal of such a threatened, pending or completed action, suit
or  proceeding,  or  any  inquiry  or  investigation  which could lead to such a
threatened,  pending  or  completed  petition,  suit,  or proceeding (any of the
foregoing  being  referred  to herein as a "Proceeding") because he is or was an
employee,  officer  and/or  director  of the Company or because he serves or has
served  the  Company  in  any  other  capacity  contemplated  by  the Employment
Agreement,  including,  without limitation, any act, omission or other matter in
any  way  connected  therewith.

     3.     ADVANCEMENT  OF  EXPENSES.  Reasonable  expenses, including, but not
            -------------------------
limited  to,  attorney's  fees,  incurred  by  Indemnitee  in  connection with a
Proceeding  in  which  he  is,  or  is threatened to be, named as a defendant or
respondent  shall be paid by Indemnitor, or promptly reimbursed, in advance of a
final  disposition  of  the  Proceeding,  if  Indemnitee  affirms  in writing to
Indemnitor  that,  in  good  faith,  Indemnitee  believes  he  is  entitled  to
indemnification  under  this  Agreement  and undertakes in writing to repay such
amounts  if  it  is  ultimately  determined  that Indemnitee is not so entitled.

     4.     ATTORNEY'S FEES. It is the intent of the Company that Indemnitee not
            ---------------
be  required  to  incur  legal fees and the related expenses associated with the
interpretation,  enforcement  or  defense  of  Indemnitee's  rights  under  this
Agreement  by litigation or otherwise because the cost and expense thereof would
substantially  detract  from  the benefits intended to be extended to Indemnitee
hereunder.  Consequently,  if  it should appear in good faith to Indemnitee that
the  Company  has  failed  to  comply  with  any  of  its obligations under this
Agreement  or  in  the  event  that  the  Company  or  any other person takes or
threatens to take any action to declare this Agreement void or unenforceable, or
institutes  any litigation or other action or proceeding designed to deny, or to
recover  from  Indemnitee  the  benefits  provided or intended to be provided to
Indemnitee  hereunder,  Company  irrevocably  authorizes Indemnitee from time to
time  to  retain  counsel  of Indemnitee's choice, at the expense of Company, to
advise  and  represent  Indemnitee  in  connection with any such interpretation,
enforcement or defense, including, without limitation, the initiation or defense
of  any  litigation  or other legal action, whether by or against the Company or
any  Director, officer, stockholder, beneficiary or other person affiliated with
the  Company,  or  any  other  person  in  any jurisdiction.  Without respect to
whether  Indemnitee prevails, in whole or in part, in connection with any of the
foregoing,  Company  will  pay and be solely financially responsible for any and


<PAGE>
all  reasonable  attorneys' and related fees and expenses incurred by Indemnitee
in  connection  with  any  of  the foregoing; provided that a court of competent
jurisdiction  has  not  finally  adjudged,  after  exhaustion  of  all  appeals
therefrom, that in regards to such matters Indemnitee has been grossly negligent
or  guilty  of  intentional misconduct, and such gross negligence or intentional
misconduct  caused  such  matters.

     5.     CUMULATIVE  RIGHT.  Nothing  herein  shall  be deemed to diminish or
            -----------------
otherwise  restrict  the  right  of  Indemnitee  to  indemnification  under  any
provision of the Certificate of Incorporation or By-laws of the Company or under
Delaware law, or from any other person, entity or otherwise.  To the extent that
Indemnitee  is,  or may be, entitled to indemnification from the Company and any
other persons or entities for the same matters as are covered by this Agreement,
Indemnitee  shall be under no obligation to seek indemnification from such other
persons  or  entities  for  any  obligations  of  Company  hereunder.

     6.     COVENANT  NOT  TO  SUE.  Company hereby covenants and agrees that it
            ----------------------
shall  not  institute,  reinstitute,  maintain,  or prosecute any action, claim,
suit,  proceeding,  or  cause  of  action  of any kind whatsoever, in any court,
administrative agency, or other forum, against Indemnitee that arises out of, or
relates  in  any  way  to,  the  matters  for  which  Indemnitee  is entitled to
indemnification  as contemplated by this Agreement, including but not limited to
any  action,  claim,  suit,  proceeding,  or cause of action for contribution or
indemnity.

     7.     GOVERNING LAW.  This Agreement shall be governed by and construed in
            -------------
accordance  with  Delaware  law.

     8.     OTHER  PARTIES.  This Agreement shall be binding upon Indemnitee and
            --------------
the Company and shall inure to the benefit of and be binding on their successors
and  assigns,  heirs,  personal  representatives and their estates.  The Company
shall not assign this Agreement without the prior written consent of Indemnitee,
which  consent  shall  not  be  unreasonably  withheld.

     9.     CONSIDERATION.  This  Agreement  is being delivered to Indemnitee in
            -------------
consideration  of  Indemnitee's services as an employee, officer and/or director
of the Company.  Indemnitee need not execute this Agreement for it to constitute
a binding obligation of the Company, nor shall the death, resignation or removal
from  office  or employment of Indemnitee after the termination of such service,
or  the termination, expiration or failure of the Employment Agreement to become
effective,  limit  or  terminate  the obligations of the Company hereunder.  The
obligations  of  the Company hereunder shall be applicable to all Proceedings in
which  Indemnitee  is  named,  or  threatened  to  be  named,  as a defendant or
respondent  or  with  respect  to  which  Indemnitee  is  a  witness  or  other
participant,  regardless  of  when  such actions are commenced or threatened, or
whether  actions or omissions or other events on which they are based, allegedly
took  place  or  failed  to  occur,  before  or after the effective date of this
Agreement  or  the  commencement  or  termination  of Indemnitee's service as an
employee,  officer,  director or in any other official capacity for the Company.

     10.     SEVERABILITY.  If  any provision of this Agreement shall be held to
             ------------
be  invalid or unenforceable for any reason, such invalidity or unenforceability
shall  not affect the validity or enforceability of the other provisions hereof,


<PAGE>
and such provision shall be deemed to be amended or modified to the least extent
necessary  to  render  it  valid  and  enforceable.

     11.     ENTIRE  AGREEMENT.  This  Agreement  contains  the entire agreement
             -----------------
among  the  parties  hereto  with  respect  to  the  subject  matter herein.  No
representations,  inducements,  promises,  or agreements, oral or otherwise with
respect  to  the subject matter herein, which are not embodied in this Agreement
shall  be  of  any force or effect.  No amendment, modification, termination, or
cancellation  of  this  Agreement shall be effective unless in writing signed by
both  parties  hereto.

          IN  WITNESS  WHEREOF,  pursuant  to  the authorization of its Board of
Directors,  Safety-Kleen  Corp.,  on  behalf  of  itself,  its  subsidiaries and
affiliates, has caused this Agreement to be duly executed, all as of the day and
year  first  above  written.


                                         SAFETY-KLEEN  CORP.

                                         By:
                                             --------------------------------

                                         Title:


<PAGE>
                                   EXHIBIT "B"

                                ORDER PROVISIONS


     1.     The  Motion  (which  must  be  mutually  agreeable)  is  granted.

     2.     The  Debtors  are  authorized and directed to enter into and perform
under  the  Employment  Agreement  and  the  Indemnification  Agreement.

     3.     The  Court  hereby  approves  the  Employment  Agreement  and  the
Indemnification  Agreement.

     4.     Executive  will  have  no  liability  in  his  capacity as Chairman,
President  and  Chief Executive Officer or in any other capacity contemplated by
the  Employment  Agreement  to  any  of  the  Debtors,  the  Debtors' respective
affiliates,  and/or  any of their respective creditors, shareholders, employees,
officers  and/or bankruptcy estates, and/or to any superseding trustee appointed
with respect to any such estates (whether under Chapter 11 or Chapter 7), and/or
any  other  person  or  entity  for any claim, loss, cost or other damage of any
nature,  except  only  to  the  extent that such liability, claim, loss, cost or
other  damage  is  finally  adjudged by a court of competent jurisdiction, after
exhaustion  of  all  appeals therefrom, to have been caused by Executive's gross
negligence  or  willful  misconduct  (and  any actions, omission or other matter
taken  with  Court  approval  will  conclusively  be  deemed  not  to constitute
negligence,  gross  negligence  or  willful  misconduct).

     5.     The  Court  hereby  authorizes  the  Debtors,  pursuant  to sections
364(c)(1) and (c)(2) of Title 11 of the United States Code, to (i) obtain one or
more  letters  of credit in an aggregate amount up to $2,500,000 from Chase Bank
of  Texas,  N.A.  (or  any other commercial bank satisfactory to the Debtors and
Executive) to support the Debtors' obligations in connection with the Employment
Agreement and Indemnification Agreement on such terms (including with respect to
fees  payable  to  the  issuer of such letters of credit and the indemnification
rights  of  such  issuer) as may be satisfactory to such issuer, the Debtors and
Executive, (ii) secure their obligations to reimburse the issuer of such letters
of  credit with the irrevocable pledge and deposit of cash collateral, with such
issuer in an aggregate amount equal to 105% of the face amount of the letters of
credit so issued, and (iii) execute and deliver such instruments and agreements,
and perform such acts (including, without limitation, the payment of fees to the
issuer,  and  reimbursement  of  the  issuer's  expenses, in connection with the
letters of credit so issued), as may be required in connection with the issuance
of  such  letters  of  credit.  The  issuer  of  the  letters of credit shall be
entitled  to  all of the protections of Section 364(e) of Title 11 of the United
States  Code  in  the  event  of  any  reversal or modification on appeal of the
authority  to obtain the letters of credit that is set forth herein.  The notice
given  by the Debtors of matters set forth herein constitutes due and sufficient
notice  thereof.

     6.     The  Debtor's  obligations  to  the  Executive  under the Employment
Agreement,  including  the  obligations of the Debtors under the Indemnification
Agreement,  are  granted  pari  passu  and  pro  rata treatment with the current


<PAGE>
Debtor-in-Possession  ("DIP")  financing, and are secured and perfected (without
any  further action), and are granted the superpriority claim status to the same
extent  and  superpriority as the DIP lenders. If the DIP financing is increased
above  $150  million, Executive's pari passu and pro rata treatment shall remain
at  the same level as if no increase in the DIP financing above $150 million had
occurred.  (1)

     7.     The  Court  shall  retain  jurisdiction  to  hear  and determine all
matters  arising  from  the  Order.




-------------------

(1)  Executive  will  be  entitled  to  a  percentage of all payments to the DIP
     lenders  determined  by dividing the amount of the Company's obligations to
     Executive  by the DIP financing outstanding (but not to exceed $150 million
     of  DIP  financing).


<PAGE>