EX-10.KK
                      SOFTWARE END-USER LICENSE AGREEMENT

                                                                   [GRAPHIC] SAP
-----------------------------------------------------------------------mySAP.com
                                SAP AMERICA, INC.
                       SOFTWARE END-USER LICENSE AGREEMENT


This Agreement is made effective as of the 15th day of May, 2002, by and between
SAP  America,  Inc., a Delaware  corporation,  with offices at 3999 West Chester
Pike,  Newtown Square,  Pennsylvania 19073 ("SAP"),  and Safety-Kleen  Services,
Inc., a Delaware  corporation,  with offices at 1301 Gervais  Street,  Columbia,
South Carolina 29201 ("Licensee").

                                     RECITAL
       WHEREAS, SAP desires to grant to Licensee, and Licensee desires to accept
from SAP, a license to Use (as defined  herein) SAP's  proprietary  Software (as
defined  herein)  upon the terms and  conditions  hereinafter  set  forth;  NOW,
THEREFORE, SAP and Licensee agree as follows:

1.   DEFINITIONS.
     ------------
1.1  "AFFILIATE" means any legal entity located in the Territory directly or
indirectly controlled by Licensee or Safety-Kleen Corp., the parent company of
Licensee, through : (i) the holding of more than 50% of the voting securities of
another company; or ii) the holding of more than 50% of the ownership interest
in any other legal entity (including a partnership) providing Licensee has the
right to vote or appoint a controlling number of its directors or functional
equivalents. Any such entity shall be considered an Affiliate for only such time
as Licensee or Safety-Kleen Corp. continues to own such equity or ownership
interest. SAP agrees to negotiate in good faith to add entities on a case by
case basis to this Exhibit A upon the request of Licensee. An Affiliate shall
include the companies listed on Exhibit A for only such time as Licensee
continues to hold the specific equity interest stated in Exhibit A.

1.2    "BLUE BUSINESS" or "CHEMICAL  SERVICES  DIVISION" means that organization
which  primarily   provides   hazardous  and  non-hazardous   waste  collection,
treatment,  recycling,  disposal and destruction of hazardous and  non-hazardous
waste at Licensee owned and operated facilities.

1.3    "BUSINESS  THIRD PARTY" means any third party that requires access to the
Software in connection  with the operation of Licensee's  and/or its Affiliates'
business including, but not limited to, customers, distributors and suppliers.

1.4    "CORRECTION  LEVEL" means a change in the Software  between Versions made
generally available to SAP Licensees [e.g., 3.1(a)].

1.5    "DESIGNATED  UNIT" means each  individual  computer in which the Software
and  Third-Party  Database are installed.  Designated  Unit(s) may have, but the
term  "Designated  Unit(s)"  shall not  include,  multiple  application  servers
directly  networked  to such  Designated  Unit(s),  and  terminals  and personal
computers directly networked to the application servers.

1.6    "DOCUMENTATION"  means  SAP's  documentation,  in any  medium,  which  is
delivered to Licensee under this Agreement,  including  SAP's manuals,  training
materials,   program  listings,   data  models,  flow  charts,  logic  diagrams,
functional specifications,  instructions,  and complete or partial copies of the
foregoing.

1.7    "EXTENSION"  means an addition to the  Software  which does not require a
Modification.

1.8    "MODIFICATION"  means a change to the Software  which  changes the source
code.

1.9    "NAMED  USERS"  means  any  combination  of  users  licensed  under  this
Agreement.

1.10   "NON-PRODUCTIVE USE" means Use of  the Software solely for  Licensee's or
an authorized Affiliate's internal training, testing or developmental work.

1.11   "PRODUCTIVE  USE" means Use of the Software solely to operate  Licensee's
or an authorized Affiliate's business.

1.12   "PROGRAM  CONCEPTS" means the concepts,  techniques,  ideas, and know-how
embodied  and  expressed  in any  computer  programs or modules  included in the
Software, including their structure, sequence, and organization.

1.13   "PROPRIETARY  INFORMATION" means: (i) with respect to SAP and SAP AG, the
Software and  Documentation  and any  complete or partial  copies  thereof,  the
Program Concepts,  Third-Party Database, any other third-party software licensed
with  or as  part of the  Software,  benchmark  results;  and  (ii)  information
reasonably  identifiable as the confidential and proprietary  information of SAP
or  Licensee  or their  licensors  excluding,  any  part of the SAP or  Licensee
Proprietary  Information  which: (a) is or becomes publicly available through no
act or failure of the other party;  or (b) was or is rightfully  acquired by the
other party from a source other than the disclosing  party prior to receipt from
the disclosing party; or (c) becomes independently  available to the other party
as a matter of right.

1.14   "RELEASE"  means each  issuance of the  Software  developed by or for SAP
and/or SAP AG, excluding third party software,  identified by the numeral to the
left of the decimal point (e.g., 3.0).

1.15   "SAP  AG"  means  SAP   Aktiengesellschaft,   the  licensor  of  the  SAP
Proprietary Information to SAP.


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1.16   "SOFTWARE"  means (i) all software  specified  in agreed upon  Appendices
hereto,  developed  by or  for  SAP  and/or  SAP AG and  delivered  to  Licensee
hereunder; (ii) any Releases,  Versions, or Correction Levels of the Software as
contemplated by this Agreement;  and (iii) any complete or partial copies of any
of the foregoing.

1.17   "TERRITORY"  means the United States of America,  Canada,  Mexico and all
other countries in which SAP AG has wholly owned subsidiaries, which at the time
of this  Agreement,  included the  countries  specified in Exhibit B, subject to
United States export control laws as specified in Exhibit C.

1.18   "THIRD-PARTY  DATABASE" means third-party  proprietary  database software
licensed through SAP to Licensee.

1.19   "USE" means to load, execute,  access, employ, utilize, store, or display
the Software.

1.20   "VERSION"  means each issuance of each Release of the Software  developed
by or for SAP and/or SAP AG,  excluding third party software,  identified by the
numeral to the right of the decimal point (e.g., 3.1).

1.21   "YELLOW  BUSINESS"  or "BRANCH  SALES AND SERVICES  DIVISION"  means that
organization  which provides  cleaner  services for parts and other  specialized
services to automotive  repair,  commercial  and  manufacturing  customers.  The
division  provides  its  services  primarily  through  a  network  of  locations
supported by accumulation centers, recycling plants, oil refining plants and pcb
processing facilities.

2.     LICENSE GRANT.
       --------------
2.1    GRANT OF LICENSE.
       (a) Subject to this Agreement, SAP grants and Licensee accepts, a
non-exclusive, perpetual (unless terminated in accordance with Section 5 herein)
license to Use the Software, Documentation, other SAP Proprietary Information
and Third-Party Database provided by SAP to Licensee, at specified site(s)
within the Territory for Productive and Non-Productive Uses. This license does
not permit Licensee to: (i) Use the Software and Third-Party Database for a
service bureau application; (ii) sublicense or rent the Software or Third-Party
Database; or (iii) provide training to any third party except as specifically
permitted hereunder.

       (b) Licensee agrees to install the Software and Third-Party Database only
on Designated Unit(s), intranet server(s) or internet server(s) as identified by
Licensee  pursuant to this Agreement and which have been previously  approved by
SAP in writing or otherwise  officially  made known to the public as appropriate
for Use or  interoperation  with the Software and Third Party  Database [such as
through the Documentation or as found on SAPNet site (http://www.sap.com/service
/index.htm)].  Any individuals  directly or indirectly accessing the Software on
behalf of Licensee, its Affiliates or Business Third Parties must be licensed as
Named  Users.  The  maximum  number of Named  Users (or other  relevant  metric)
licensed to directly  or  indirectly  access the  Software,  and/or  Third Party
Database,  shall  be  specified  in  Appendices  to this  Agreement.  Access  by
non-Named Users may be authorized provided the appropriate  Software is licensed
in Appendices  hereto.  Licensee shall promptly provide written notice to SAP if
the number of Named Users or other relevant metric exceeds such maximum numbers.

       (c) Licensee may transfer the Software and Third-Party  Database from one
Designated  Unit to another at no additional  license fee except for  surcharges
for specific  installation  locations as stated in Exhibit C, and shall  provide
written  notice  to SAP  within  fifteen  business  days of  such  installation.
Licensee shall be responsible for the cost of any migration  tools,  Third-Party
Database costs, third-party software or additional Software required for the new
Designated Unit. The Software and Third-Party  Database must be promptly deleted
in their  entirety  from the  Designated  Unit no  longer  in Use and from  each
back-up copy for that Designated Unit.

       (d)  Licensee  may install or have  installed  the Software and any Third
Party  Database on any  reasonable  number of Designated  Units as necessary for
Licensee to exercise its rights hereunder.

       (e) Licensee may permit the services  provider(s)  reasonably selected by
Licensee  ("Outsourcers") to access the Software and Third Party Database solely
for the  purpose  of  providing  facility,  systems,  outsourcing,  development,
implementation,  processing,  maintenance,  support or other similar service, or
disaster  recovery  services to  Licensee,  its  Affiliates,  and those  parties
identified in and in the manner  provided in Section 10.3 in connection with the
business of Licensee for which the  Software is herein  licensed  PROVIDED:  (i)
SAP, Licensee, and such services provider execute a Confidentiality Agreement in
the form  attached  as Exhibit D or a form  which is  materially  equivalent  to
Exhibit D prior to such access; prior to such access; (ii) all employees of such
services  provider  authorized to access the Software shall be considered Users;
(iii) such services  provider  shall be permitted to Use the Software  solely to
operate the business of Licensee,  its Affiliates,  and those parties identified
in and in the manner  provided in Section 10.3 as set forth  herein,  (or in the
case of a disaster recovery vendor, to provide disaster recovery services only);
(iv) under no  circumstances  may such  services  provider  Use the  Software to
operate or provide processing services to any other party, or in connection with
such  services  provider's  own  business  operations;  (v)  Licensee  shall  be
responsible  for any  additional  Software,  migration  tools,  or  third  party
software needed to effect such transition; and (vi) Licensee expressly agrees to
indemnify  SAP, its  officers,  employees,  agents and  subcontractors  from and
against all claims, liabilities, losses, damages and costs (including reasonable
attorney fees) suffered by SAP arising form a breach by the services provider of
the conditions of this Agreement or the Confidentiality Agreement

2.2    AUTHORIZATION  OF  AFFILIATES TO USE THE  SOFTWARE.  Affiliates  shall be
authorized to Use the Software and Third-Party Database; PROVIDED that: (i) each
Affiliate  shall first sign and deliver to SAP its  agreement to be bound by the
terms herein in the form of Exhibit E attached  hereto;  and (ii) such Use shall
be subject to the following: (A) Licensee accepts responsibility for the acts or
omissions of


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such Affiliate as if they were Licensee's acts or omissions;  (B) Licensee shall
indemnify SAP against  losses or damages  suffered by SAP arising from breach of
this  Agreement by any such  Affiliate as if effected by Licensee;  and (C) such
Use shall not  constitute an  unauthorized  exportation  of any SAP  Proprietary
Information under U.S. Government laws and regulations.

2.3    AUTHORIZATION OF BUSINESS THIRD PARTIES TO ACCESS THE SOFTWARE.  Business
Third Parties may have access to the Software  provided (i) each Business  Third
Party accessing the Software shall execute a confidentiality  agreement pursuant
to Section 6.2 herein; (ii) all individuals directly or indirectly accessing the
Software on behalf of Business  Third  Parties shall be licensed as Named Users;
(iii)  Business  Third  Parties are  expressly  limited to screen  access to the
Software;  (iv) in no  circumstances  may Business  Third Parties have access to
Software source code; (v) in no  circumstances  shall Business Third Parties Use
the Software to operate or manage the business of such  Business  Third  Parties
(vi)  such  Use  shall  be  subject  to  the  following:  (A)  Licensee  accepts
responsibility  for the acts or omissions of such  Business  Third Parties as if
they were Licensee's acts or omissions; (B) Licensee shall indemnify SAP against
losses or damages  suffered by SAP arising from breach of this  Agreement by any
such Business Third Party as if effected by Licensee; and (C) such Use shall not
constitute an unauthorized  exportation of any SAP Proprietary Information under
U.S. Government laws and regulations.

2.4    AUDIT RIGHT.  Upon SAP's reasonable  request,  which shall not occur more
than once annually,  Licensee shall deliver to SAP a report,  as defined by SAP,
evidencing  Licensee's  usage of the  Software  licensed  under this  Agreement.
Should Licensee fail to produce such report within a reasonable  period of time,
SAP (or its authorized  representative)  reserves the right to access Licensee's
Software installation(s) during normal business hours to generate a usage report
and Licensee shall pay SAP's reasonable costs of generating such report.  In the
event an audit reveals Licensee's non-compliance with the terms of the Agreement
or if SAP has a good faith reason to believe that the usage report  generated by
Licensee  is   inaccurate,   SAP  shall  be  permitted  to  perform  a  re-audit
notwithstanding the one audit per year limitation.

       (a)   In the event  Licensee  does not  provide  the  report as  required
above,  during normal  business hours and at any time during which the Software,
Documentation,  Third-Party Database,  or other SAP Proprietary  Information are
being utilized, SAP, or its authorized  representative or licensors,  shall have
the right during normal business hours upon  reasonable  advance notice to audit
and inspect Licensee's or any Affiliate's utilization of such items, in order to
verify compliance with the terms of this Agreement.  SAP agrees to adhere to any
reasonable governmental and/or Licensee security rules and regulations governing
access to any Licensee Designated Site or Designated Unit(s) used by Licensee.

       (b)   In the  event an audit  reveals  that  Licensee  underpaid  License
and/or  Maintenance Fees to SAP, Licensee shall pay such underpaid fees based on
the prices and conditions stated in Appendices to this Agreement..

       (c)   If SAP  Proprietary  Information is given to Business Third Parties
pursuant to this  Agreement,  Licensee  shall  secure the right for SAP to audit
such Business  Third Party as specified in this Section.  Upon SAP's  reasonable
request,  Licensee shall deliver to SAP a report, as defined by SAP,  evidencing
Licensee's Usage of the Software licensed under this Agreement.

2.5    ARCHIVAL COPY; RESTRICTION ON COPIES; LEGENDS TO BE REPRODUCED.  Licensee
may make one (1) copy of the Software  for archival  purposes and such number of
backup copies of the Software as are consistent with Licensee's  normal periodic
backup  procedures.  Licensee shall maintain a log of the number and location of
all  originals  and copies of the  Software.  Licensee may reproduce or copy any
portion of the  Documentation  into  machine-readable  or  printed  form for its
internal  use and only as required to exercise  its rights  hereunder.  Licensee
shall include, and shall under no circumstances remove, SAP's and its licensors'
copyright,  trademark,  service  mark,  and  other  proprietary  notices  on any
complete or partial copies of the Software, Documentation, Third-Party Database,
or SAP  Proprietary  Information  in the same form and  location  as the  notice
appears on the original work. The inclusion of a copyright notice on any portion
of  the  Software,  Documentation,  Third-Party  Database,  or  SAP  Proprietary
Information shall not cause or be construed to cause it to be a published work.

2.6    LICENSE FOR  THIRD-PARTY  DATABASE.  The Software  requires a third-party
database  which may be  licensed  through  SAP or  directly  from a  third-party
database  licensor  approved  by SAP.  In the event  Licensee  obtains a license
directly from a  third-party  database  licensor,  any  restrictions  imposed on
Licensee  directly by such third-party  database licensor shall apply. SAP makes
no  representations  or  warranties  as  to  the  Third-Party  Database  or  its
operation.

3.     DELIVERY.  The licensed Software in  machine-readable  format (including,
       ---------
currently,  the Software's  application  source code.  Source code for the basis
system, however, shall not be delivered except as may be provided for in Section
11), and the Documentation, shall be delivered as specified in Appendices hereto
("Delivery"). Licensee shall be responsible for installation of the Software. At
Licensee's  request,  and in accordance  with the terms of this  Agreement and a
Professional Services Agreement to be negotiated, Licensee may elect and SAP may
agree to provide pre-installation support,  installation support, consulting and
training services ("Services") for the Software licensed hereunder.

4.     PRICE AND PAYMENT.
       ------------------
4.1    LICENSE FEES. In consideration of the license granted hereunder, Licensee
shall pay to SAP  license  fees for the  Software  on such terms as set forth in
Appendices hereto ("License Fees").  Fees for Maintenance  ("Maintenance  Fees")
shall be paid as set forth in Appendices hereto. Fees for Professional  Services
("Consulting  Fees")  shall  be paid as set  forth  in a  Professional  Services
Agreement.  SAP's  preferred  method of receiving  payment for all fees invoiced
under this  Agreement are by ACH or wire  transfer to the SAP account  listed on
the invoice.  Any fees  Licensee  does not pay when due and not disputed in good
faith shall accrue interest at the rate of 18% per annum,  but not to exceed the
maximum amount as allowed by law. Licensee also agrees to pay SAP all reasonable
costs and expenses of collection, including attorneys' fees.


<PAGE>

4.2    TAXES.  Fees and other charges  described in this Agreement,  or in SAP's
most recent List of Prices and  Conditions,  do not  include  federal,  state or
local sales, use, property,  excise,  service, or similar taxes now or hereafter
levied as a direct result of the Software  license  transactions as contemplated
by this Agreement  ("Tax(es)"),  all of which shall be for  Licensee's  account.
With respect to state/local  sales tax, direct pay permits or a valid tax-exempt
certificates  must be provided to SAP prior to the execution of this  Agreement.
If SAP is required to pay Taxes  (excepting  taxes on SAP's  income or franchise
taxes),  SAP shall invoice  Licensee for such Taxes.  Licensee  hereby agrees to
indemnify  SAP for and  hold it  harmless  from any  Taxes  and  related  costs,
interest and penalties paid or payable by SAP,  including late fees provided SAP
timely invoices  Licensee for such taxes and timely remits such payments made by
Licensee to the applicable taxing authority.

5.     TERM AND TERMINATION.
       ---------------------
5.1    TERM.  This  Agreement  and the license  granted  hereunder  shall become
effective  as of the date  first set forth  above and shall  continue  in effect
thereafter unless terminated under Section 5.2 .

5.2    TERMINATION.  This  Agreement  and the license  granted  hereunder  shall
terminate upon the earliest to occur of the following: (i) sixty (60) days after
Licensee  gives SAP  written  notice of  Licensee's  desire  to  terminate  this
Agreement, for any reason, but only after payment of all License and Maintenance
Fees then due and owing; (ii) sixty (60) days after SAP gives Licensee notice of
Licensee's  material  breach  of any  provision  of the  Agreement  (other  than
Licensee's breach of its obligations under Sections 6) including more than sixty
(60) days  delinquency  in  Licensee's  payment of any money due  hereunder  not
disputed in good faith,  unless Licensee has cured such breach during such sixty
(60) day  period;  or (iii) ten (10) days  after  SAP gives  Licensee  notice of
Licensee's  material  breach of Section 6 unless  Licensee has cured such breach
during such ten (10) day period;  (iv) immediately upon the occurrence of any of
the following events, which exist as to Licensee and remain uncured for a period
of more than thirty (30) days: (A) entry of an order for relief under Chapter 11
of the United States Code, appointment of a receiver or trustee in bankruptcy of
Licensee's  business or  property,  or an action under any state  insolvency  or
similar  law for the  purpose of  bankruptcy,  reorganization,  or  liquidation,
unless within the specified thirty (30) day period,  Licensee,  its receiver, or
its  trustee  in  bankruptcy   provides  to  SAP  adequate  written  assurances,
reasonably  acceptable to SAP, of Licensee's  continuing ability and willingness
to fulfill  all of its  obligations  under the  Agreement;  (B) the making of an
assignment  for the benefit of creditors;  or (C)  Licensee's  insolvency  which
means  Licensee  demonstrates  an inability to meet its  obligations  under this
Agreement when due.  Notwithstanding  the preceding (iv), SAP  acknowledges  and
agrees that the current  Chapter 11 bankruptcy  proceeding,  filed in the United
States  Bankruptcy  Court for the  District of  Delaware,  shall not be deemed a
qualifying  event  under  this  section  (iv)(A)  however  SAP  in  making  this
acknowledgement  does  not  waive  any  rights  it  may  have  under  applicable
bankruptcy or other laws.

5.3    EFFECT OF TERMINATION.  Upon any termination of this Agreement:  Sections
2.4,  4, 6, 7.6,  8, 9, 12.5,  12.6 and 12.7  shall  survive  such  termination;
Licensee's rights under Section 2 shall immediately  cease; and SAP and Licensee
each shall promptly  perform its obligations  under Section 5.4. In the event of
any termination  hereunder,  Licensee shall not be entitled to any refund of any
payments made by Licensee.  Termination of Maintenance or professional  services
provided to Licensee by SAP shall not terminate the license granted in Section 2
herein.

5.4    DUTIES UPON TERMINATION. Upon any termination hereunder, Licensee and its
authorized  Affiliates  shall  immediately  cease  Use  of all  SAP  Proprietary
Information  and shall  irretrievably  delete  and/or remove such items from all
computer hardware and storage media. Notwithstanding the foregoing, in the event
SAP is in material  breach of the  Agreement  and the Agreement is terminated by
Licensee, Licensee shall: (a) discontinue Use of the Software and all of the SAP
Proprietary  Information;  (b) destroy or return, as provided herein, the CDs of
the  Software and all of the SAP  Proprietary  Information;  and (c)  reasonably
destroy or delete the  Software  and all SAP  Proprietary  Information  from the
archival  and backup  copies.  Within  thirty  (30) days after any  termination,
Licensee  shall deliver to SAP at Licensee's  expense  (adequately  packaged and
insured  for  safe  delivery)  or  destroy  all  copies  of the SAP  Proprietary
Information. Licensee agrees an officer of Licensee's organization shall certify
in writing to SAP that it and each of its  authorized  Affiliates  has performed
the foregoing.  Within thirty (30) days after any termination,  SAP shall return
the Licensee Proprietary Information to Licensee.

6.     PROPRIETARY RIGHTS.
       -------------------
6.1    SAP PROPRIETARY INFORMATION.

       (a)   Licensee  acknowledges  that  ownership  of and title in and to all
intellectual  property  rights,  including  patent,  trademark,   service  mark,
copyright,  and trade secret rights, in the SAP Proprietary  Information are and
shall remain in SAP and its licensors.  Licensee  acquires only the right to Use
the SAP  Proprietary  Information  and does not acquire any ownership  rights or
title in or to the SAP Proprietary Information and that of SAP's licensors.

       (b)   Licensee shall not copy, translate,  disassemble, or decompile, nor
create or attempt to create,  by reverse  engineering  or otherwise,  the source
code from the object code of the Software.  In the event source code is provided
to Licensee,  SAP, in its sole discretion,  reserves the right to delete,  or to
require the deletion of, such source code and all copies  thereof in  Licensee's
possession or control  whenever a future Release,  Version,  or Correction Level
provides  for like  functionality  in an  object  code  format.  Subject  to the
Licensee  receiving  Maintenance,  SAP will  not,  however,  delete  or  require
deletion of such source code and all copies  thereof unless or until the parties
mutually agree upon the migration to a future  Release,  Version,  or Correction
Level.

       (c)   Subject to Section 6.3(b),  all Modifications and Extensions to the
Software  and  Documentation  shall  be  considered  part  of the  Software  and
Documentation for purposes of this Section 6.

6.2          PROTECTION  OF  PROPRIETARY  INFORMATION.  In order to protect  the
rights of SAP and its  licensors  and Licensee in their  respective  Proprietary
Information,  SAP and Licensee agree to take all  reasonable  steps and the same
protective precautions to protect the Proprietary Information from disclosure to
third parties as with its own proprietary and confidential information.  Neither
party shall,


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without the other party's  prior written  consent,  disclose,  provide,  or make
available any of the  Proprietary  Information of the other party in any form to
any person, except to its bona fide employees, officers, directors, consultants,
service  providers  or third  parties  whose  access is necessary to enable such
party to  exercise  its  rights  hereunder.  Each  party  agrees  that  prior to
disclosing any Proprietary Information of the other party to any third party, it
will obtain from that third party a written acknowledgment that such third party
will be bound by the same terms as  specified  in this Section 6 with respect to
the Proprietary Information and naming SAP or Licensee, as the case may be, as a
third party beneficiary.  To the extent any Proprietary  Information is required
to be  disclosed  pursuant to a  requirement  of a  government  agency,  a court
exercising proper jurisdiction,  or by operation of law, rule, or regulation the
disclosing  party may make such  disclosure  provided that the disclosing  party
will  promptly  notify  the other  party in  writing  prior to  making  any such
disclosure in order to facilitate the non-disclosing  party seeking a protective
order or other  appropriate  remedy from the proper  authority.  The  disclosing
party  agrees to  cooperate  with the other party in seeking such order or other
remedy.  The  disclosing  party  further  agrees  that if the other party is not
successful in precluding the requesting legal body from requiring the disclosure
of the  Proprietary  Information,  it will  furnish  only  that  portion  of the
Proprietary  Information  which is, in the opinion of its counsel,  required and
will  exercise  all  reasonable  efforts  to  obtain  reliable  assurances  that
confidential treatment will be accorded the Proprietary Information.

6.3    MODIFICATIONS AND EXTENSIONS.
       (a)   Licensee and at Licensee's direction, its authorized Affiliates and
Outsourcers may make  Modifications and Extensions to the Software  developed by
or for SAP  and/or  SAP AG  other  than  third  party  software,  for Use on the
Designated  Unit(s)  under the terms set forth in this section.  Licensee  shall
register  all  Modifications  to the  Software  with SAP  prior to  making  such
Modifications  through  the  SAPNet  R/3  Frontend  [formerly  known as  On-line
Software  Services  (OSS)].  Licensee  agrees  to  insert  in all  copies of the
Software as modified all copyright,  trade secret,  or other notices  thereon or
therein as SAP may from time to time direct.

       (b)   In the event  Licensee  without  SAP's participation  develops  any
Modification or Extension  (hereinafter  referred to as "Licensee  Extension" or
"Licensee Modification") to the Software, Licensee shall have all rights, title,
and interest in such  Licensee  Modification  or Licensee  Extension  subject to
SAP's rights in the Software.  Such Licensee Extension or Licensee  Modification
shall be  Licensee's  Proprietary  Information  subject  to SAP's  rights in the
Software. Licensee agrees to offer SAP the first right to negotiate a license to
or  assignment  of such  Licensee  Modification  or Licensee  Extension  and the
parties agree to negotiate such rights in good faith.  Should Licensee desire to
initiate such  negotiation,  Licensee shall provide to SAP all documentation and
material  pertaining  to  such  Licensee   Modification  or  Licensee  Extension
necessary  to permit SAP to  determine  if it desires to  exercise  its right to
negotiate.  SAP shall  advise  Licensee  of its  decision  within 120 days after
receipt of all such information.  In the event SAP declines or fails to exercise
its right to  negotiate,  within the 120 day period,  Licensee  shall be free to
enter into an agreement with a third party on terms no more favorable than those
offered to SAP. Licensee agrees that prior to SAP's waiver of its first right to
negotiate,  such Licensee Modification or Licensee Extension will be used solely
in connection with Licensee and its Affiliates'  business  operations,  and that
such Licensee Modification or Licensee Extension will not be marketed,  licensed
or sublicensed,  sold, assigned,  or otherwise  transferred or made available to
any third party or other entity except as expressly permitted in this Agreement,
including Section 2 and Section 10 of this Agreement .

       (c)   Unless otherwise agreed to in writing by the parties,  in the event
SAP develops either independently, or jointly with Licensee, any Modification or
Extension to the  licensed  Software,  such  Modification  or Extension  and all
rights  associated  therewith will be the exclusive  property of SAP and SAP AG,
and Licensee will not grant, either expressly or impliedly,  any rights,  title,
interest,  or licenses to such  Modifications  or Extensions to any third party.
Licensee shall be entitled to Use such  Modifications  and Extensions  developed
for or with Licensee on the Designated Unit(s) under the terms set forth in this
Agreement.  Licensee  agrees to assign all right,  title and  interest in and to
jointly  developed  Modifications  and  Extensions  to SAP.  Licensee  agrees to
execute,  acknowledge  and deliver to SAP all  documents  and do all  reasonable
things  necessary,  at SAP's  expense,  to enable SAP to obtain and secure  such
Modifications  or Extensions  throughout the world.  Licensee agrees to take all
reasonable  action  within  its  control  to secure  the  necessary  rights  and
obligations  from relevant  employees,  or third parties in order to satisfy the
above obligations.

       (d)   The parties hereto agree that the granting of any rights, title, or
interest to Licensee in any  Modification or Extension shall not be construed by
the parties hereto, any court of law or equity, or any arbitration panel to mean
that SAP has granted or given up any rights, title, or interest in or to the SAP
Proprietary Information.

       (e)   Licensee  agrees not to take any  action  that  would  limit  SAP's
independent development, sale, assignment,  licensing or use of its own Software
or Modifications or Extensions thereto.  Notwithstanding  the foregoing,  in the
event SAP does not  exercise  its first  right of refusal or waives  such right,
Licensee  may sell,  assign or license  the  Licensee  Modification  or Licensee
Extension without being in breach of the Agreement.

7.     PERFORMANCE WARRANTY.
       ---------------------
7.1    WARRANTY PERIOD; WARRANTY. SAP warrants that the Software will materially
conform to the functional  specifications contained in the Documentation for six
(6) months following Delivery (the "Warranty Period") when Used without material
alteration  on the  Designated  Unit(s).  SAP's  warranty is subject to Licensee
providing  SAP  necessary  access,  including  remote  access,  to the Software.
Licensee shall provide SAP with  sufficient  test time and support on Licensee's
Designated  Unit(s)  to  correct  the  defect.  SAP shall  use its  commercially
reasonable  efforts to effect a  satisfactory  remedy  within a reasonable  time
period after its receipt of notice as specified herein.  Services to be provided
by SAP during the Warranty Period shall include  Maintenance  Services described
in the  attached  Maintenance  Schedule.  In the event any SAP  Consultant  must
travel to Licensee's  facilities  during the Warranty  Period to ensure that the
Software will materially conform to the functional  specifications  contained in
the Documentation during the Warranty Period, such Consultant's expense shall be
borne by SAP.


<PAGE>


7.2    SCOPE OF WARRANTY.
       (a)   The warranty  set forth in this  Section 7 shall not apply:  (i) if
the Software is not used in accordance  with the  Documentation;  or (ii) unless
otherwise   agreed  to  in  writing  by  the  parties  to  any   Extensions   or
Modifications;  or (iii) if the defect is caused by a Modification or Extension,
Licensee, or a third-party software malfunction.

       (b)   SAP does not warrant that the Software  will operate  uninterrupted
or that it will be free from  minor  defects or errors  which do not  materially
affect such performance or that the  applications  contained in the Software are
designed  to meet  all of  Licensee's  or its  authorized  Affiliates'  business
requirements.

7.3    DISABLING CODE. SAP warrants that it has taken  reasonable  steps to test
the Software  licensed  pursuant this  Appendix for  Disabling  Code (as defined
herein) and to the best of its knowledge, the Software is free of Disabling Code
as of the date of  delivery  by SAP.  SAP  further  warrants  that it will  take
reasonable steps to test each future Release,  Version, and Correction Level for
Disabling Code.  Disabling Code is defined as computer  instructions that alter,
destroy  or  inhibit  the  licensed   Software  and/or   Licensee's   processing
environment,  including  but not  limited to other  program's  data  storage and
computer libraries,  programs that self-replicate  without manual  intervention,
instructions  programmed  to activate at a  predetermined  time upon a specified
event, and/or programs purporting to do a meaningful function but designed for a
different  function.  It is agreed this Section does not include screen lock-out
features for: (i) Users in excess of the number of Users  authorized  under this
Agreement;  (ii)  Use  of  an  unauthorized  copy  of  the  Software;  or  (iii)
unauthorized Modifications or Extensions.

7.4    VIRUS  PROTECTION.  SAP warrants  that it has taken  reasonable  steps to
ensure that the Software  licensed  under the Appendix (or  Appendices)  is free
from Computer Virus at the time of delivery by SAP. SAP further warrants that it
will take reasonable steps to test each future Release,  Version, and Correction
Level for  Computer  Virus.  "Computer  Virus" is defined as a computer  program
attached  to or a section of code hidden  within the  Software  that  performs a
function unauthorized by the Software  Documentation which adversely affects the
Software or Licensee's computer systems.

7.5    YEAR 2000  WARRANTY.  SAP warrants  that the Software  during the term of
this  Agreement  shall be  "Millennium  Compliant".  As used in this  Agreement,
"Millennium  Compliant"  shall mean the ability of the Software to  consistently
and accurately  process date data (including,  but not limited to,  calculating,
comparing,   and  sequencing)   from,   into,  and  between  the  twentieth  and
twenty-first  centuries,   including  leap  year  calculations,   when  used  in
accordance with  Documentation.  "Millennium  Compliant" shall include,  without
limitation,  the ability of the Software to provide the following functions: (i)
consistently and accurately handle information before,  during and after January
1, 2000,  including  but not limited to  accepting  date input,  providing  date
output, and performing calculations on dates or portions of dates; (ii) function
accurately  in  accordance  with the  Documentation  before,  during,  and after
January 1, 2000, without any change in operations  associated with the advent of
the new century;  (iii)  respond to two-digit  date input in a way that resolves
any ambiguity as to century in a disclosed,  defined and  predetermined  manner;
and (iv) receive,  process, store and provide output of date information in ways
that are unambiguous and accurate as to century.

7.6    EXPRESS  DISCLAIMER.  SAP AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES
EXPRESS OR IMPLIED,  INCLUDING  WITHOUT  LIMITATION,  ANY IMPLIED  WARRANTIES OF
MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE  EXCEPT TO THE EXTENT THAT
ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.

8.     INDEMNIFICATION.
       ----------------
8.1    SAP REPRESENTATION. SAP represents that its licensors own the Proprietary
Information  licensed by SAP  hereunder,  including  all  intellectual  property
rights  therein,  and that SAP has all rights from its  licensors  necessary  to
license,  in  accordance  with the  terms of this  Agreement,  such  Proprietary
Information to Licensee.

8.2    NO REPRESENTATION  REGARDING  COMBINATION USE. SAP and its licensors make
no representation with respect to the possibility of infringement by Combination
Use of the Software.  The parties agree that SAP has no duty to investigate  nor
to warn Licensee of any such possibility.  Provided,  however, that in the event
that SAP has actual knowledge of an infringement resulting from Combination Use,
SAP will use reasonable efforts to notify Licensee.  "Combination Use" means Use
of the Software in  conjunction  with any of the  following,  unless such Use is
prescribed  in the  Documentation:  (i) any software  other than the Software or
Third Party Database;  (ii) any apparatus other than a Designated  Unit;  and/or
(iii) any activities of Licensee or its authorized Affiliates not licensed under
this Agreement.

8.3    INDEMNIFICATION OF LICENSEE.

       (a)   Except for Combination  Use, SAP shall  indemnify  Licensee and its
authorized  Affiliates  (for  purposes of this Section  "Licensee")  against all
claims, liabilities, and costs, including reasonable attorneys' fees, reasonably
incurred in the defense of any claim brought  against  Licensee in the Territory
by third parties alleging that Licensee's Use of the Software and  Documentation
infringes or misappropriates:  (i) any United States or German patent; or (ii) a
copyright;  or (iii) trade secret rights; or (iv) any trademark rights; provided
that,  Licensee  promptly  notifies SAP in writing of any such claim (Licensee's
failure to notify SAP of any such claim will not relieve SAP of its  obligations
under this Section  8.3(a) except to the extent SAP is  prejudiced  thereby) and
SAP is permitted to control  fully the defense and any  settlement of such claim
as long as such settlement shall not include a financial obligation on Licensee.
Licensee  shall  cooperate  fully in the defense of such claim at SAP's expense,
and may appear,  at its own expense,  through counsel  reasonably  acceptable to
SAP. SAP may, in its sole discretion, settle any such claim on a basis requiring
SAP to substitute for the Software and Documentation  alternative  substantially
equivalent  non-infringing programs and supporting  documentation.  In the event
Licensee  contends  such  Software  and/or  Documentation  is not  substantially
equivalent  non-infringing  programs and/or supporting  documentation,  a senior
manager  from each party  agree to meet at a mutually  agreed  place and time to
resolve such dispute.


<PAGE>


       (b)   Except for Combination  Use, SAP shall  indemnify  Licensee and its
authorized Affiliates (for purposes of this Section "Licensee") up to the amount
of License  Fees paid under this  Agreement,  against all  claims,  liabilities,
judgments,   settlements,  and  costs,  including  reasonable  attorneys'  fees,
reasonably  incurred in the defense of any claim brought against Licensee in the
Territory by third  parties  alleging  that  Licensee's  Use of the Software and
Documentation infringes or misappropriates any right of a third party pertaining
to: (i) any Canadian or Mexican patent PROVIDED that, Licensee promptly notifies
SAP in writing of any such claim  (Licensee's  failure to notify SAP of any such
claim will not relieve SAP of its  obligations  under this Section 8.3(b) except
to the extent SAP is  prejudiced  thereby) and SAP is permitted to control fully
the defense and any  settlement of such claim as long as such  settlement  shall
not impose a financial obligation on Licensee. Licensee shall cooperate fully in
the defense of such claim at SAP's expense, and may appear with its own counsel,
at its own expense. SAP may, in its sole discretion,  settle any such claim on a
basis requiring SAP to substitute for the Software and Documentation alternative
substantially equivalent  non-infringing programs and supporting  documentation.
In the  event  Licensee  contends  such  Software  and/or  Documentation  is not
substantially  equivalent  non-infringing  programs and/or  supporting  documen-
tation,  a senior  manager  from each party  agree to meet at a mutually  agreed
place and time to resolve such dispute.

       (c)   In the event that any preliminary injunction, temporary restraining
order or final  injunction  shall be obtained  in the  Territory  preventing  or
otherwise limiting Licensee's  exercise of its rights under this Agreement,  SAP
shall, in addition to its obligations under Sections 8.3(a) and 8.3(b) above, at
its sole option and expense,  either:  (i) obtain the right for continued use of
the infringing Software or Documentation; or (ii) modify the infringing Software
and  Documentation  to  avoid  such   infringement   while  obtaining  at  least
functionally  equivalent and non-infringing  functionality;  or (iii) substitute
for the Software  and  Documentation  alternative  functionally  equivalent  and
non-infringing  software  and  supporting  documentation;  or (iv)  after  using
commercially  reasonable efforts to provide (i), (ii), or (iii) above, provide a
refund to Licensee of paid License Fees for that part of the Software subject to
such claim of  infringement,  (unless  such part is an integral  function of the
Software,  in which SAP will refund all paid  License  Fees).  All such  refunds
shall be depreciated on a seven (7) year straight line basis.

8.4    INDEMNIFICATION  OF SAP. Licensee shall indemnify SAP, and its licensors,
against all third party claims,  liabilities,  and costs,  including  reasonable
legal fees,  reasonably incurred in the defense of any claim (other than for the
infringement  of intellectual  property rights  specified in Section 8.3 above),
arising  out of  Licensee's  unauthorized  Use of the  Software,  Documentation,
Third-Party Database, and other SAP Proprietary Information, licensed under this
Agreement,  PROVIDED  that,  SAP promptly  notifies  Licensee in writing of such
claim and that  Licensee  is  permitted  to control  fully the  defense  and any
settlement of the claim.

8.5    SAP'S  RIGHT  TO  COMMENCE  INFRINGEMENT  ACTIONS.  SAP  alone  shall  be
responsible for taking such actions which it determines are reasonably necessary
or desirable in its sole  discretion  in  connection  with any  infringement  or
alleged  infringement  by a third  party  of any  portion  of the  Software  and
Documentation.  Licensee  shall not  undertake  any  action in  response  to any
infringement or alleged  infringement of the Software and Documentation  without
the prior  written  consent  of SAP,  which  consent  shall not be  unreasonably
withheld.  Licensee  agrees to cooperate with and assist SAP by taking  whatever
action which SAP determines to be reasonably  necessary or desirable.  SAP shall
reimburse Licensee for all reasonable  out-of-pocket costs including  reasonable
legal fees incurred by Licensee in providing such cooperation.

8.6    SAP'S DUTY TO INDEMNIFY LICENSEE.  THE PROVISIONS OF THIS SECTION 8 STATE
THE SOLE, EXCLUSIVE,  AND ENTIRE LIABILITY OF SAP AND ITS LICENSORS TO LICENSEE,
AND IS LICENSEE'S  SOLE REMEDY WITH RESPECT TO THE  INFRINGEMENT  OF THIRD-PARTY
INTELLECTUAL PROPERTY RIGHTS.

9.     LIMITATIONS OF LIABILITY.
       -------------------------
9.1    LICENSEE'S  REMEDIES.  Other than as provided for in Section 8.3 and 9.3,
but  subject  to the  limitation  in Section  9.3  herein,  Licensee's  sole and
exclusive  remedies  for any  damages  or loss in any  way  connected  with  the
Software or Services  furnished by SAP and its  licensors,  whether due to SAP's
negligence or breach of any other duty, shall be, at SAP's option: (i) SAP shall
use  commercially  reasonably  efforts to bring the  performance of the Software
into   substantial   compliance   with  the  functional   specifications;   (ii)
re-performance of Services; or (iii) after using commercially reasonable efforts
to provide (i) and (ii), return of an appropriate portion of any payment made by
Licensee  with respect to the  applicable  portion of the Software  (unless such
part is an integral function of the Software,  in which SAP will refund all paid
License Fees depreciated on a seven (7) year straight line basis) or Services.

9.2    SAP NOT  RESPONSIBLE.  SAP will not be  responsible  under this Agreement
for: (i) unless otherwise agreed to in writing by the parties, any alteration of
the Software to fit the  particular  requirements  of  Licensee;  or (ii) unless
otherwise  agreed to in writing by the parties,  the  correction  of any defects
resulting from  Modifications  or Extensions;  (iii) or as a result of misuse of
the Software by Licensee;  or (iv)  preparation  or  conversion of data into the
form  required  for use  with the  Software  or (v)  ensuring  the  security  of
Licensee's  networked   installation  of  the  Software.  THE  SOFTWARE  IS  NOT
SPECIFICALLY  DEVELOPED OR LICENSED  HEREUNDER  FOR USE IN ANY DIRECT AND ACTIVE
OPERATIONS OF ANY EQUIPMENT IN ANY NUCLEAR,  AVIATION,  MASS TRANSIT, OR MEDICAL
APPLICATIONS,  OR IN ANY OTHER INHERENTLY  DANGEROUS  APPLICATIONS.  THE PARTIES
HERETO  AGREE THAT USE OF THE SOFTWARE AND  THIRD-PARTY  SOFTWARE FOR  FINANCIAL
APPLICATION PURPOSES OR SUCH OTHER  ADMINISTRATIVE  PURPOSES SHALL NOT BE DEEMED
INHERENTLY DANGEROUS  APPLICATIONS IF SUCH USE DOES NOT AFFECT THE OPERATIONS OR
MAINTENANCE OF SUCH EQUIPMENT. SAP AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY
CLAIMS OR DAMAGES ARISING FROM  INHERENTLY  DANGEROUS USE OF THE SOFTWARE AND/OR
THIRD-PARTY SOFTWARE LICENSED HEREUNDER.


<PAGE>


9.3    LIMITATION OF LIABILITY. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING,
EXCEPT  FOR  DAMAGES  RESULTING  FROM  UNAUTHORIZED  USE  OR  DISCLOSURE  OF THE
PROPRIETARY  INFORMATION,  UNDER NO  CIRCUMSTANCES  SHALL SAP ITS  LICENSORS  OR
LICENSEE BE LIABLE TO EACH OTHER OR ANY OTHER  PERSON OR ENTITY FOR AN AMOUNT OF
DAMAGES  IN  EXCESS  OF THE  PAID  LICENSE  FEES  (EXCEPT  FOR  SAP'S  INDEMNITY
OBLIGATIONS  PURSUANT  TO  SECTION  8.3(a),  IN WHICH CASE THE AMOUNT OF DAMAGES
SHALL NOT  EXCEED  THREE (3)  TIMES THE PAID  LICENSE  FEES) OR BE LIABLE IN ANY
AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD
WILL OR  BUSINESS  PROFITS,  WORK  STOPPAGE,  DATA  LOSS,  COMPUTER  FAILURE  OR
MALFUNCTION,  OR EXEMPLARY OR PUNITIVE DAMAGES.  The provisions of the Agreement
allocate  the risks  between SAP and  Licensee.  The License  Fees  reflect this
allocation of risk and the limitations of liability herein.

The foregoing  limitation of liability an direct  damages only does not apply to
(i) personal  injury or death caused by the negligence or willful  misconduct of
SAP; or (ii) tangible  property  damage up to the amount by which such damage is
paid by SAP's liability insurance which is currently not less than $1,000,000.00
per occurrence, with $5,000,000.00 umbrella coverage. SAP represents herein such
coverage  will not be reduced  during the term of this  Agreement  without first
providing Licensee prior written notice.

9.4    SEVERABILITY OF ACTIONS. IT IS EXPRESSLY  UNDERSTOOD AND AGREED THAT EACH
AND EVERY  PROVISION  OF THIS  AGREEMENT  WHICH  PROVIDES  FOR A  LIMITATION  OF
LIABILITY,  DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE
PARTIES  TO BE  SEVERABLE  AND  INDEPENDENT  OF ANY  OTHER  PROVISION  AND TO BE
ENFORCED AS SUCH.

10.    ASSIGNMENT.
       -----------
10.1   Except as expressly set forth in this Agreement Licensee may not, without
SAP's prior written  consent,  which shall not be unreasonably  withheld assign,
delegate,  pledge, or otherwise transfer this Agreement, or any of its rights or
obligations  under this Agreement,  or the SAP Proprietary  Information,  to any
party  (including  any  Affiliate),  whether  voluntary  or by operation of law,
including by way of sale of assets, merger or consolidation. Except with respect
to any assignment  permitted by Section 10.2 or 10.4, or unless otherwise agreed
to by SAP in writing,  any permitted  assignment of this Agreement shall provide
that the  provisions of this  Agreement  shall continue in full force and effect
and that  Licensee  shall  guaranty  the  performance  of its assignee and shall
remain liable for all  obligations  hereunder.  SAP may assign this Agreement to
SAP AG.  This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

10.2   SALE OF LICENSEE.  Notwithstanding  10.1 above,  Licensee  shall have the
right to assign this  Agreement  (excluding all  third-party  software and Third
Party  Database  (SAP  however,  will assist  Licensee's  efforts to assign such
third-party software and Third-Party  Database)) at no additional license fee to
any entity  which  acquires all or  substantially  all of  Licensee's  operating
assets,  or to any entity which acquires all or  substantially  all of operating
assets of  Safety-Kleen  Corp.,  Licensee's  parent  company,  or to any  entity
incorporated  in the United States which  acquires all or  substantially  all of
operating assets of the Blue Business or the Yellow  Business,  provided however
that at the time of the  acquisition  Licensee is wholly  owned by  Safety-Kleen
Corp.,  or, in the event Licensee is merged or reorganized  pursuant to any plan
of merger or reorganization, subject to the condition that Licensee provides SAP
with:  (i) a statement,  signed on behalf of the  Assignee,  that such  Assignee
agrees  to  abide by the  terms of this  Agreement;  (ii)  evidence,  reasonably
satisfactory to SAP, of such Assignee's  corporate  authority to enter into this
Agreement;  and (iii) a copy of the Assignee's most current financial statement,
in  accordance  with  generally  accepted  accounting  principals   consistently
applied, showing that such Assignee has a minimum net worth, sufficient in SAP's
sole but reasonable judgment, to allow Assignee to perform its obligations under
this  Agreement.   SAP  acknowledges   that  Licensee  is  evaluating   numerous
restructuring  alternatives,   including  those  described  in  the  immediately
preceding sentence.

10.3   SALE OF LICENSEE BUSINESS UNIT - TRANSITIONAL  SERVICES.  Should Licensee
or Licensee's  parent company  Safety-Kleen  Corp.,  from time to time,  sell or
otherwise  transfer the assets  (whether all or a part of such assets) or equity
ownership of the Blue  Business,  the Yellow  Business,  any  Affiliate,  or any
division or business unit of Licensee or any of its Affiliates  (each  hereafter
referred to as "Business Unit"), and as part of such transfer Licensee agrees to
provide  transitional  services  to the  Business  Unit in  connection  with the
transfer of such  Business  Unit,  including the use of Software by Licensee for
such Business  Unit,  then  Licensee  shall have the right,  either  directly or
through  its  permitted  service  providers,  to do so for a period of seven (7)
months after the  completion of any such transfer with no additional  payment to
SAP. If Licensee,  as part of any agreement with such Business Unit, is required
to provide such  services for a period  beyond seven (7) months,  then  Licensee
shall have the right to so provide such  services for up to an  additional  five
(5) month period subject to a mutually agreed upon payment to SAP. Upon Licensee
no longer  providing  services to such Business Unit pursuant to this provision,
SAP agrees that SAP will offer to license the Software to such  Business Unit on
SAP's then current prices and terms and conditions in effect.  SAP  acknowledges
that  Licensee  is  evaluating  numerous  restructuring  alternatives  which may
require such transitional services.


<PAGE>


10.4   SALE OF LICENSEE  BUSINESS  UNIT - ASSIGNMENT  OF USERS.  Notwithstanding
10.1 above, Licensee shall have the right to transfer Users under this Agreement
(excluding all  third-party  software) to any entity  incorporated in the United
States,  Canada, or Mexico which acquires a Business Unit (as defined in Section
10.3), subject to the following conditions: (1) Licensee provides SAP with prior
written  notice of such transfer  specifying  the number and type of users being
transferred;  (2)  Licensee  provides SAP with a copy of the  Transferee's  most
current financial  statements,  in accordance with generally accepted accounting
principals consistently applied,  showing that such Transferee has a minimum net
worth,  sufficient in SAP's sole but reasonable judgment, to allow Transferee to
perform  its  obligations  under this  Agreement;  (3) the number of Users being
transferred  in any one  transfer  and in the  aggregate  is no more than twenty
percent  (20%)  of the  number  of Users  licensed  to Use the  Software  unless
otherwise  approved by SAP in writing,  which approval shall not be unreasonably
withheld;  (4) the acquiring  entity executes an SAP Software  End-User  License
Agreement and applicable Appendix upon transfer of the Users; (5) the Transferee
pays the difference  between  Licensee's  discounted  User fees and the standard
discounted  User fees per SAP's then current  price list  Transferee  would have
otherwise been entitled to based on the number of Users being  transferred;  (6)
Licensee  executes  an Appendix to the  Agreement  reducing  the number of Users
licensed to Licensee and Affiliates by the number of Users transferred;  (7) the
Transferee shall begin paying  Maintenance  Service fees upon execution of SAP's
Software End-User License Agreement at SAP's then current rates in effect, which
in no case shall the Maintenance  Fees be less than the Maintenance fee required
to support one hundred  fifty  (150) Named  Users.  In no event shall a transfer
reduce  Licensee's  payment  obligation  set  forth in this  Agreement  with the
exception of Maintenance Service fees which shall be proportionally reduced upon
completion  of the  transfer.  SAP  acknowledges  that  Licensee  is  evaluating
numerous  restructuring  alternatives which may require the transfer of Users in
connection with the acquisition of a Business Unit.

11.    ESCROW OF SOURCE CODE.
       ---------------------
11.1.  SAP warrants that the source code for those portions of the Software, not
otherwise delivered as source code,, has been or shall be deposited in an escrow
account maintained at DSI Technology Escrow Services,  Inc. Burlington,  MA (the
"Escrow Agent"), pursuant to an agreement between the Escrow Agent and SAP, (the
"Escrow Agreement").

11.2.  SAP will from time to time  deposit  into the  escrow  account  copies of
source code for Releases and Versions of the Software.

11.3   SAP or SAP's  trustee in bankruptcy  shall  authorize the Escrow Agent to
make and release a copy of the applicable  deposited  materials to Licensee upon
the occurrence of any of the following events:

       (a)   The  existence of any one or more of the  following  circumstances,
uncorrected  for more than thirty (30) days:  entry of an order for relief under
Title 11 of the United  States Code;  the making by SAP of a general  assignment
for the benefit of creditors;  the appointment of a general  receiver or trustee
in  bankruptcy of SAP's  business or property;  or action by SAP under any state
insolvency or similar law for the purpose of its bankruptcy,  reorganization, or
liquidation;  unless within the specified thirty (30) day period, SAP (including
its receiver or trustee in bankruptcy) provides to Licensee adequate assurances,
reasonably  acceptable to Licensee, of its continuing ability and willingness to
fulfill its maintenance obligations under this Agreement;

       (b)   SAP has ceased its on-going business  operations or that portion of
its business operations  relating to the sale,  licensing and maintenance of the
Software; or

       (c)   Failure of SAP to carry out the  material  maintenance  obligations
imposed on it pursuant to this Agreement after  reasonable  opportunity has been
provided to SAP and SAP AG to perform such obligations.

11.4.  In no event  shall  Licensee  have the  right to  access  the  applicable
deposited  materials  if SAP AG agrees to assume SAP's  maintenance  obligations
under this Agreement.

11.5   In the event of release  under this  Agreement,  Licensee  agrees that it
will treat and preserve the  deposited  materials as a trade secret of SAP AG in
accordance  with the same  precautions  adopted by Licensee to safeguard its own
trade secrets against  unauthorized use and disclosure and in all cases at least
with a reasonable degree of care.  Release under this provision shall not extend
Licensee any greater rights or lesser obligations than are otherwise provided or
imposed under this  Agreement.  This provision  shall survive any termination of
this Agreement.

12.    GENERAL PROVISIONS.
       ------------------
12.1   RIGHTS TO INJUNCTIVE  RELIEF.  Both parties  acknowledge that remedies at
law may be inadequate to provide SAP or Licensee with full  compensation  in the
event of  Licensee's  material  breach of  Sections  2, 6, 10 or 12.5,  or SAP's
material breach of Section 6 with respect to Licensee  Proprietary  Information,
and that the non-breaching  party shall therefore be entitled to seek injunctive
relief in the event of any such material breach.

12.2   SEVERABILITY.  It is the  intent of the  parties  that in case any one or
more of the provisions  contained in this Agreement  shall be held to be invalid
or unenforceable in any respect,  such invalidity or unenforceability  shall not
affect the other  provisions  of this  Agreement,  and this  Agreement  shall be
construed as if such invalid or unenforceable provision had never been contained
herein.

12.3   NO WAIVER.  If either party  should waive any breach of any  provision of
this  Agreement,  it shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provision hereof.

12.4   COUNTERPARTS.  This Agreement may be signed in two counterparts,  each of
which  shall be deemed an  original  and which  shall  together  constitute  one
Agreement.


<PAGE>
12.5   EXPORT CONTROL  NOTICE.  Regardless of any disclosure made by Licensee to
SAP of an  ultimate  destination  of the  Software,  Documentation,  Third-Party
Database,  and other provided SAP Proprietary  Information Licensee acknowledges
that the Software,  Documentation,  Proprietary Information, and the Third-Party
Database are being  released or transferred to Licensee in the United States and
are therefore subject to the U.S. export control laws. Licensee acknowledges its
exclusive  obligation  to ensure that its exports from the United  States are in
compliance with the U.S. export control laws. Licensee shall also be responsible
for  complying  with all  applicable  governmental  regulations  of any  foreign
countries  with  respect  to  the  use  of the  Proprietary  Information  by its
Affiliates outside of the United States. Licensee agrees that it will not submit
the  Software to any  government  agency for  licensing  consideration  or other
regulatory  approval  without the prior written  consent of SAP.  Licensee shall
defend,  indemnify, and hold SAP and its licensors harmless from and against any
and all claims,  judgments,  awards, and costs (including reasonable legal fees)
arising out of Licensee's noncompliance with applicable U.S. or foreign law with
respect to the use or transfer of the SAP  Proprietary  Information  outside the
United States by Licensee and its Affiliates.

12.6   CONFIDENTIAL TERMS AND CONDITIONS.  Licensee shall not disclose the terms
and  conditions  of this  Agreement  and the  pricing  contained  therein to any
third-party  except to its  authorized  Affiliates  as necessary for Licensee to
exercise  its  license  rights  under  Section  2, or except as  required  to be
disclosed   pursuant  to:  (i)  a  court  order;  (ii)  the  requirements  of  a
governmental  agency; or (iii) by operation of law, rule or regulation  provided
that SAP is consulted prior to such third-party disclosure.  Notwithstanding the
foregoing,  Licensee may disclose the terms and  conditions  of this  Agreement,
exclusive of any  Appendices  hereto except  Licensee may disclose the aggregate
amount of total license fee, and  maintenance  fees though  December 31 2002, in
the Licensee's  motion  seeking  authority to enter into this Agreement from the
United States Bankruptcy Court for the District of Delaware;  provided that such
motion shall indicate that copies of the Appendices shall not be attached due to
their sensitive and proprietary nature.  Neither party shall use the name of the
other party in publicity,  advertising,  or similar activity,  without the prior
written  consent of the other,  except that  Licensee  hereby  consents to SAP's
inclusion of Licensee's name in customer listings which may be published as part
of SAP's marketing efforts.

12.7   GOVERNING  LAW. This Agreement  shall be governed by and construed  under
the laws of the Sate of  Delaware  without  reference  to its  conflicts  of law
principles.  In the event of any  conflicts  between  foreign  law,  rules,  and
regulations,  and United States of America law, rules, and  regulations,  United
States of America law,  rules,  and  regulations  shall prevail and govern.  The
United Nations Convention on Contracts for the International Sale of Goods shall
not apply to this agreement.

12.8   NOTICES.  All  notices  or  reports  which are  required  or may be given
pursuant  to this  Agreement  shall be in writing and shall be deemed duly given
when  delivered to the respective  executive  offices of SAP and Licensee at the
addresses first set forth above.

12.9   FORCE  MAJEURE.  Any delay or  nonperformance  of any  provision  of this
Agreement  (other  than for the  payment of  amounts  due  hereunder)  caused by
conditions  beyond the  reasonable  control of the  performing  party  shall not
constitute  a breach of this  Agreement,  and the time for  performance  of such
provision,  if any,  shall be deemed to be  extended  for a period  equal to the
duration of the conditions preventing performance;  provided that in order to be
excused  from  delay or  nonperformance  the  performing  party  shall  take all
commercially reasonable actions to remedy the cause of such condition.

12.10  ENTIRE AGREEMENT.  This Agreement and each Appendix hereto constitute the
complete and exclusive statement of the agreement between SAP and Licensee,  and
all  previous  representations,  discussions,  and  writings  are merged in, and
superseded by, this Agreement.  This Agreement may be modified only by a writing
signed by both parties.  This  Agreement and each Appendix  hereto shall prevail
over any additional, conflicting, or inconsistent terms and conditions which may
appear on any purchase order or other document furnished by Licensee to SAP.

12.11  For so long as Licensee is receiving Software  Maintenance  Services from
SAP at SAP's terms then in effect and provided Licensee has not exceeded the Use
restriction set forth in herein,  if SAP reduces or eliminates the functionality
contained in Software  licensed by Licensee,  as identified  herein, in a future
Release or Version of the Software and offers such  functionality  as a separate
product,  Licensee  shall  be  entitled  to  license  such  functionality  at no
additional fee, excluding  third-party  software or additional Software fees, if
any.

IN WITNESS WHEREOF,  the undersigned,  intending to be legally bound,  have duly
executed this Agreement to become effective as of the date first above written.

SAP America, Inc.                       Safety-Kleen Services, Inc.
(SAP)                                   (Licensee)

Signature:   /s/ Charles F. Tisa        Signature: /s/ Jim Lehman
          -------------------------               ---------------------------
Print Name:   Charles F. Tisa           Print Name:   Jim Lehman
           ------------------------                --------------------------
Title:   Vice President                 Title:    Director
      -----------------------------           -------------------------------
Date:     5/23/02                       Date:     5/17/02
     ------------------------------          --------------------------------
                                                   (mySAP.com License Agreement)


<PAGE>


                                    Exhibit A
                                       to
                            SAP America, Inc. ("SAP")
    Software End-User License Agreement effective May 15, 2002 ("Agreement")
                                      with
                    SAFETY-KLEEN SERVICES, INC. ("Licensee")


                                 Affiliate List

Company                             State of Incorporation  Ownership Percentage
-------                             ----------------------  --------------------
USPCI of Mississippi, Inc.          Mississippi             50%

OSCO Treatment Systems of
Mississippi, Inc.                   Tennessee               50%

Curbside, Inc.                      California              49%


<PAGE>


                                    Exhibit B
                                       to
                            SAP America, Inc. ("SAP")
    Software End-User License Agreement effective May 15, 2002 ("Agreement")
                                      with
                       SAFETY-KLEEN SERVICES ("Licensee")



                                    Argentina
                                     Austria
                                    Australia
                                     Belgium
                                     Brazil
                                     Canada
                                      China
                                 Czech Republic
                                     Denmark
                                     France
                                     Germany
                                    Hong Kong
                                     Hungary
                                      India
                                    Indonesia
                                     Ireland
                                      Italy
                                      Japan
                                    Malaysia
                                     Mexico
                                   Netherlands
                                   New Zealand
                                   Philippines
                                     Poland
                                     Russia
                                    Singapore
                                  South Africa
                                   South Korea
                                      Spain
                                     Sweden
                                   Switzerland
                                     Taiwan
                                    Thailand
                                 United Kingdom
                                  United States
                                    Venezuela


<PAGE>


                                    Exhibit C
                                       to
                            SAP America, Inc. ("SAP")
    Software End-User License Agreement effective May 15, 2002 ("Agreement")
                                      with
                    SAFETY-KLEEN SERVICES, INC. ("Licensee")




               List of Prohibited Countries and Geographical Areas
               ---------------------------------------------------

                    Angola (areas controlled by UNITA rebels)
                     Bosnia (Bosnian-Serb controlled areas)
                                     Croatia
                                      Cuba
                                      Iran
                                      Iraq
                                      Libya
                                   Montenegro
                                   North Korea
                                      Syria
                                       and
any other country or geographical area prohibited under US export control law or
regulations applicable to the Software or by the Third Party Database provider
provided SAP first notifies Licensee in writing of any such Third Party Database
provider restrictions.

This list of prohibited countries and geographical areas is subject to change,
upon written notice to Licensee, in accordance with changes in US export control
law or regulations.

Surcharge for Specific Installation Locations:
----------------------------------------------
A one hundred percent (100%) surcharge on the per User license fee is applicable
to all Users accessing any version of the Software installed on a Designated
Unit located in C.I.S. countries (former Soviet Union block countries), Bahrain,
Egypt, Jordan, Qatar, Kuwait, Lebanon, Morocco, Mauritania, New-Palestine, Oman,
Saudi Arabia, Sudan Tunisia, United Arab Emirates, and Yemen.


<PAGE>
                                    EXHIBIT D
                                       to
                            SAP America, Inc. ("SAP")
    Software End-User License Agreement effective May 15, 2002 ("Agreement")
                                      with
                    SAFETY-KLEEN SERVICES, INC. ("Licensee")


                            CONFIDENTIALITY AGREEMENT
                            -------------------------

This  Confidentiality  Agreement  ("  Agreement")  made this ____th day of ____,
200__ between SAP America,  Inc.  having its principal place of business at 3999
West Chester Pike, Newtown Square,  Pennsylvania 19073 (hereinafter  referred to
___ as ___ "SAP"), ____ ____________________, ____ having ___ its ____ principal
____ place ___ of ____ business ____ at ___________________________ (hereinafter
referred to as "Vendor") and  Safety-Kleen  Services,  Inc. having its principal
place of  business at 1301  Gervais  Street,  Columbia,  South  Carolina  29201,
hereinafter referred to as ("Company").

All  terms as set  forth in the SAP  America,  Inc.  Software  End-User  License
Agreement  ("License  Agreement")  and  referred to herein,  shall have the same
meaning as set forth in the License Agreement unless otherwise modified herein.

WHEREAS,   SAP  is  in  the   business  of   providing   proprietary   software,
documentation, and related services to its Customers;

WHEREAS,  Pursuant to the License Agreement dated May 15, 2002,  between SAP and
Company,  SAP has licensed its  Software,  Documentation  and other  Proprietary
Information to Company for Use in its business operations;

WHEREAS, Company has engaged Vendor to perform certain facilities,  outsourcing,
development,  implementation  and/or information  systems management services as
set forth in the  __________________  Agreement between Vendor and Company dated
____________  ("Services")  that  will  require  Vendor  to have  access  to the
Software; and

WHEREAS,  SAP and/or  Company will disclose to Vendor the  Software,  whether in
source or object code, including unique concepts or techniques embodied therein,
Documentation, any Third-Party Database or Third-Party Software sublicensed from
SAP,  and any other  Proprietary  Information  for the sole  purpose of allowing
Vendor to provide the Services to Company;

NOW THEREFORE, in consideration of disclosure to Vendor of such Proprietary
Information, and intending to be legally bound, the parties agree as follows:

1.     Permissible Users.
       ------------------
       Vendor  agrees that it will use the  Proprietary  Information  solely for
providing  the  Services  to  Company.  Vendor  will  not  use  the  Proprietary
Information to process its own business  information or to provide processing or
facilities management or other services to any party other than Company.

2.     SAP Proprietary Information.
       ----------------------------
       (a)     Vendor  acknowledges  SAP's assertion that ownership of and title
in and to all intellectual property rights, including patent, trademark, service
mark, copyright, and trade secret rights, in the Proprietary Information are and
shall remain in SAP and SAP AG and their respective  licensors.  Vendor acquires
only the right to use the Proprietary Information under the terms and conditions
of this  Agreement and does not acquire any  ownership  rights or title in or to
the Proprietary Information and that of their respective licensors.

       (b)     SAP agrees that no restrictions are made upon Vendor with respect
to any  Proprietary  Information  that: (a) is already  rightfully  possessed by
Vendor without obligation of confidentiality;  or (b) is developed independently
by Vendor without  breach of this  Agreement;  or (c) is rightfully  received by
Vendor from a third party without obligation of  Confidentiality;  or (d) is, or
becomes, publicly available without breach of this Agreement.

       (c)     Vendor shall not remove any proprietary, copyright, trademark, or
service  mark  legend  from  the  Software,   Documentation  or  other  provided
Proprietary Information.

       (d)     Vendor  shall  maintain a log of the number and  location  of all
originals and copies of the Software. The inclusion of a copyright notice on any
portion of the  Software or  Documentation  shall not cause or be  construed  to
cause it to be a published work.

3.     Protection of Proprietary Information.
       --------------------------------------
       (a)     Vendor  agrees  that  it  will  not  disclose,  provide,  or make
available any of the Proprietary  Information in any form to any person,  except
to bona fide  employees,  officers,  or  directors  whose access is necessary to
enable Vendor to exercise its rights hereunder,  without the SAP's prior written
consent.

       (b)     Vendor shall not copy, translate,  disassemble, or decompile, nor
create or attempt to create the source code from the object code of the Software
licensed  hereunder or use it to create a derivative work,  unless authorized in
writing by SAP.
<PAGE>

       (c)     Vendor  acknowledges  that any  disclosure  to third  parties  of
Proprietary  Information  may  cause  immediate  and  irreparable  harm  to SAP,
therefore,  Vendor agrees to take the same protective precautions to protect the
Proprietary  Information  from  disclosure to third parties as it takes with its
own proprietary and Proprietary information of a similar nature.

4.     Duties Upon Termination.
       ------------------------
       Upon any termination hereunder, Vendor shall immediately cease Use of the
Proprietary Information and shall irretrievably delete the Software, Third-Party
Database and  Documentation  from all Vendor computer  hardware,  including CPU,
application servers, terminals, workstations, and data files. Within thirty days
after  any  termination,  Vendor  shall  deliver  to  SAP  at  Vendor's  expense
(adequately  packaged  and  insured  for safe  delivery)  or, at SAP's  request,
destroy all copies of the Proprietary  Information in every form. Vendor further
agrees to erase the Software and  Documentation  from any storage media.  Vendor
shall certify in writing to SAP that it has performed the foregoing.

5.     No Rights Transferred.
       ----------------------
       The furnishing of the Proprietary  Information  for the limited  purposes
set forth herein does not constitute  the grant,  option,  license,  sublicense,
assignment, or other form of transfer to Vendor of any rights, title or interest
in or to such Proprietary Information.

6.     Modifications and Extensions.
       -----------------------------
       Vendor,  under  the  terms  of this  Agreement,  expressly  warrants  and
represents  on its behalf,  and on behalf of its agents and  employees,  that no
Modifications or Extensions for the licensed  Software will be performed without
providing prior written notice to SAP. All  Modifications  and Extensions to the
Software  owned by SAP shall be considered  part of the Software for purposes of
this Agreement.

7.     Indemnification.
       ----------------
       (a)     Vendor   agrees  to   indemnify   and  defend  SAP,  its  parent,
affiliates,  its and their officers,  directors and employees,  from and against
any and all loss, claim or damage,  including  attorney's fees and costs,  which
SAP may  suffer,  that  arise  from or are in any way  connected  with  Vendor's
provision  of  the  Services  to  Company  or  breach  of  Vendor's  obligations
hereunder.

       (b)     ANYTHING  TO  THE  CONTRARY  HEREIN  NOTWITHSTANDING,   UNDER  NO
CIRCUMSTANCES  SHALL SAP BE LIABLE TO  VENDOR,  COMPANY  OR ANY OTHER  PERSON OR
ENTITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD
WILL OR  BUSINESS  PROFITS,  WORK  STOPPAGE,  DATA  LOSS,  COMPUTER  FAILURE  OR
MALFUNCTION,  ANY AND ALL OTHER  COMMERCIAL  DAMAGES OR LOSS,  OR  EXEMPLARY  OR
PUNITIVE  DAMAGES.  THE  FOREGOING  LIMITATIONS  OF LIABILITY  DOES NOT APPLY TO
PERSONAL INJURY OR DEATH CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
SAP.

8.     Assignment.
       -----------
       Vendor may not,  without SAP's prior written consent,  assign,  delegate,
sublicense,  pledge, or otherwise transfer this Agreement,  or any of its rights
or obligations under this Agreement.  Any permitted assignment of this Agreement
shall provide that the provisions of this Agreement shall continue in full force
and effect and that Vendor shall  guaranty the  performance  of its assignee and
shall remain liable for all obligations hereunder.

9.     Miscellaneous.
       --------------
       (a)     This Agreement  shall be binding upon and inure to the benefit of
the parties hereto and their permitted successors assigns.

       (b)     The  provisions of this  Agreement,  together with any agreements
incorporated or referred to herein,  shall (i) with regard to the subject matter
hereof,  supersede all prior agreements and  negotiations,  and (ii) be modified
only by a written agreement.

       (c)     In the event that any provision of this Agreement  shall, for any
reason, be determined to be invalid,  illegal,  or unenforceable in any respect,
the parties hereto shall  negotiate in good faith and agree to such  amendments,
modifications,  or supplements of or to this Agreement or such other appropriate
actions  as  shall,  to  the  maximum  extent   practicable  in  light  of  such
determination,  implement  and give effect to the  intentions  of the parties as
reflected  herein,  and the other  provisions  of this  Agreement  shall,  as so
amended, modified, or supplemented, or otherwise affected by such action, remain
in full force and effect.

       (d)     This Agreement  shall be governed by and construed  under the law
of Delaware without reference to its conflicts of law principles.


<PAGE>


This Agreement shall be in effect beginning on the date first above written and
shall continue in effect until otherwise agreed upon by the parties in writing.

IN WITNESS HEREOF, and intending to be legally bound, the parties have executed
this Agreement on the date and year first written above.

SAP AMERICA, INC.                                                       (Vendor)
                                         -------------------------------
By:                                      By:
     -----------------------------            --------------------------
Title:                                   Title:
       ---------------------------              ------------------------
Date:                                    Date:
      ----------------------------              ------------------------

SAFETY-KLEEN SERVICES, INC. (Company)

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


<PAGE>


                                    EXHIBIT E
                                       to
                            SAP America, Inc. ("SAP")
    Software End-User License Agreement effective May 15, 2002 ("Agreement")
                                      with
                    SAFETY-KLEEN SERVICES, INC. ("Licensee")



                         AUTHORIZED AFFILIATE AGREEMENT



This  Authorized  Affiliate  Agreement is made  effective as of the _____ day of
__________________, 200_ between SAP America, Inc., a Delaware Corporation, with
offices at 3999 West Chester Pike,  Newtown Square,  Pennsylvania  19073 ("SAP")
and  _____________________________________,  a  ________________________________
corporation,                   with                  offices                  at
__________________________________________________________________("Affiliate").

1.     Affiliate  is  entitled to have Named  Users  access the  Software on the
       Designated  Unit(s)  identified  in the  SAP  America,  Inc./Safety-Kleen
       Services ____ Software End-User License Agreement ("Agreement"),  subject
       to the  restrictions  on the  aggregate  number of Named Users  specified
       therein.

2.     Affiliate  agrees to be bound by all of the terms and  conditions  of the
       Agreement  and agrees  that SAP may  directly  enforce all such terms and
       conditions  against Affiliate as if Affiliate had executed such Agreement
       with SAP. Notwithstanding any other agreements to the contrary, Affiliate
       agrees  that  its  right  to Use SAP  Software  and  receive  Maintenance
       services shall be governed  solely by this  Agreement.  In the event that
       the Agreement is  terminated  for any reason,  or if Affiliate  ceases to
       meet the definition of "Affiliate" therein,  Affiliate agrees that all of
       its  rights  to  access  the  Software  will  cease  effective  as of the
       termination  date unless such Affiliate  executes a standard SAP End-User
       Software  License for the SAP  licensed  Software  at SAP's then  current
       license fees.

3.     Software and the number of Named Users  licensed  under the  Agreement by
       Licensee  and  allocated  to  Affiliate  hereunder  is as follows  (to be
       completed in the event such  authorized  Affiliate has an installation of
       the Software):

        Type of            Number of                              Quantity
       Named User         Named Users         Software            Licensed
       ----------         -----------         --------            --------

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

4.     Affiliate  represents  and  warrants  that it has the legal  capacity  to
       execute this Authorized Affiliate Agreement.

IN WITNESS WHEREOF,  the undersigned,  intending to be legally bound, have dully
executed this Authorized Affiliate Agreement.

SAP America, Inc                          ------------------------------------
(SAP)                                     (Affiliate)

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


<PAGE>


                        MAINTENANCE SCHEDULE ("Schedule")
                                       to
                            SAP America, Inc. ("SAP")
    Software End-User License Agreement effective May 15, 2002 ("Agreement")
                                      with
                    SAFETY-KLEEN SERVICES, INC. ("Licensee")


This Schedule is hereby  annexed to and made a part of the  Agreement  specified
above. In each instance in which  provisions of this Schedule  contradict or are
inconsistent  with the  provisions  of the  Agreement,  the  provisions  of this
Schedule  shall  prevail  and  govern,  and  the  contradicted  or  inconsistent
provisions of the Agreement shall be deemed amended accordingly.

1.     Licensee may request and SAP shall  provide,  to such degree as SAP makes
       such services generally  available in the Territory,  maintenance service
       ("MAINTENANCE") from SAP with respect to the Software. Maintenance by SAP
       is  limited  to  the  Customer  Competency  Center(s)  specified  herein.
       Maintenance  currently  includes  the  delivery  of  Releases,  Versions,
       Correction Levels and Software correction packages, support via telephone
       (24 hours, 7 days per week),, remote  support/update,  Early Watch Alert,
       and SAP's SAPNet - R/3  Frontend  [services  allowing  Licensee to obtain
       up-to-date on-line information  concerning known problems relating to the
       standard  Release of the Software in effect which have been  reported and
       solved by SAP AG or SAP and formerly known as On-line  Software  Services
       (OSS)].  Maintenance does not include the adaptation of any Modifications
       or  Extensions  developed by or for Licensee to new Releases or Versions.
       In  order  to  receive  Maintenance  hereunder,  Licensee  must  make all
       required remote support and update  connections to each Designated  Unit,
       at its expense, as requested by SAP. Maintenance will only be offered for
       the most  recent  Version  of the  Software  and the two prior  Versions,
       provided  Licensee is using the latest  Correction Level of such Version.
       Notwithstanding  the  foregoing,  in the  event  SAP  makes  commercially
       available a new Release,  SAP agrees to support as a part of  Maintenance
       the prior  Release of its  Software  for not less than twelve (12) months
       after the new Release is made commercially available

2.     mySAP Services:  Provided  Licensee is paying standard  Maintenance Fees,
       Licensee currently receives a choice of one of the following services per
       live installation per year:

         A.   One (1)  GoingLive  Check  for  any  new  Software  or  other  SAP
              application implementation;
         B.   GoingLive  Upgrade  Check for an  upgrade  to a higher  functional
              Release (e.g. from R/3 4.0 to 4.6); or
         C.   Two (2)  EarlyWatch  sessions for the  continual  optimization  of
              Licensee's already live system.

              To schedule  GoingLive Check or Early Watch sessions Licensee must
              contact  Americas  Customer  Support  Services at  800-677-7271 or
              internationally  at  610-355-6821  and choose option 6 to schedule
              these  services.  To assist  Licensee in this, SAP has established
              the following scheduling pre-requisites:

         A.   To receive the GoingLive Check or GoingLive Upgrade Check Licensee
              must inform SAP at least three (3) months prior to your go live or
              upgrade date.
         B.   To receive  the EarlyWatch service,  SAP requests a minimum of two
              (2) months advanced notification.

       Further information and detail about individual SAP services can be found
       on SAPNet site (http://www.sap.com/service/index.htm).

       LICENSEE  ACKNOWLEDGES  THAT  ITS  FAILURE  TO  UTILIZE  THE  MAINTENANCE
       SERVICES PROVIDED BY SAP SUCH AS  GOINGLIVE/UPGRADE  CHECK AND EARLYWATCH
       MAY PREVENT SAP FROM BEING ABLE TO IDENTIFY AND ASSIST IN THE  CORRECTION
       OF POTENTIAL  PROBLEMS  WHICH,  IN TURN,  COULD RESULT IN  UNSATISFACTORY
       SOFTWARE PERFORMANCE.

3.     In order to receive Maintenance,  Licensee agrees to promptly disclose to
       SAP and  provide  copies  to SAP of any  Modifications  and to  keep  and
       maintain adequate and current records of all Modifications (which records
       shall be made reasonably available to SAP).  Modifications and Extensions
       shall be protected as  Proprietary  Information as set forth in Section 6
       of the Agreement.

4.     Maintenance,  from SAP, for the Software licensed hereunder is limited to
       the following site(s):

             3141 Data Drive, Rancho Cordova, California 95670 U.S.

             _______________________________________ Asia-Pacific

             _______________________________________ Europe

5.     In order  to  receive  Maintenance,  Licensee  agrees  to  establish  and
       maintain Customer  Competency  Center(s) ("CCC") at the site(s) specified
       above within twelve (12) months of the Effective Date of this Schedule in
       accordance  with the  following.  Each CCC must maintain an internal Help
       Desk to provide  first  level  support to  Licensee's  Users  relating to
       technology and application software questions or problems.  Such internal
       Help Desk(s) must be staffed during  Licensee's normal working hours, but
       no less than (8) eight hours a day,  (5) five days a week.  All Users may
       have access to SAPNet - R/3 Frontend however, only Licensee CCC employees
       are authorized to contact SAP after  attempting to resolve the matter via
       Licensee's  internal  Help  Desk.  Each CCC shall  coordinate  Licensee's
       Modification and Extension  notification and disclosure  requirements and
       shall  coordinate  Licensee's  development  requests.  Licensee's  CCC is
       responsible  for the  administration  and management of the  requirements
       specified  in the  Agreement  including,  but not limited to,  performing
       periodic  self audits to ensure  Licensee's  compliance  with the license
       grant,  maintaining master and installation data and managing the receipt
       of new Releases,  Version, and Correction Levels of the Software.  In the
       event Licensee


<PAGE>


       does not establish and maintain CCC(s) in accordance with the above,  SAP
       reserves  the  right  to  reasonably  increase  Licensee's  then  current
       maintenance  percentage  factor  then in  effect.  In the event  Licensee
       experiences and reports an error or defect (or perceived error or defect)
       in the  Software and reports such error or defect in the Software to SAP,
       while receiving Maintenance, SAP will determine if there is such an error
       or defect with the Software, and then SAP will respond in accordance with
       the Software Maintenance Response Schedule "1" attached hereto.

6.     Maintenance Fees shall be paid annually in advance and shall be specified
       in Appendices to the Agreement.  In addition,  Licensee shall be invoiced
       an  annual  fee of USD  1,500 for up to three  (3)  SAPNet  R/3  Frontend
       [formerly known as On-line Software Services (OSS)] connections.

       Maintenance Services offered by SAP may be changed annually by SAP at any
       time upon three (3) months prior written notice subject to limitations on
       increases  agreed to between the parties.  After Year 1, the  Maintenance
       Fees  and  any   limitations  on  increases  are  subject  to  Licensee's
       compliance with the CCC requirements specified above.  Maintenance may be
       terminated  by  Licensee  in writing  at any time upon three (3)  months'
       prior written notice to SAP. . SAP may terminate Maintenance service only
       if: (i) this  Agreement is  terminated;  (ii)  Maintenance  Service is no
       longer available to similarly situated licensees in the Territory;  (iii)
       Licensee  has not  migrated  to a  supported  Release  or  Version of the
       Software as set forth in Section  1above;  or (iv) Licensee has failed to
       pay Maintenance Service fees not disputed in good faith after thirty (30)
       days written notice of Licensees  failure to pay Maintenance Fees by SAP.
       Licensee  shall be entitled to a pro-rata  refund of prepaid  Maintenance
       Fees upon termination of Maintenance Service.

7.     In the event Licensee elects not to commence  Maintenance  upon the first
       day  of  the  month  following  initial  Delivery  of  the  Software,  or
       Maintenance  is  otherwise  declined  for some  period  of  time,  and is
       subsequently  requested  or  reinstated,  SAP will  invoice  Licensee the
       accrued  Maintenance  Fees  associated  with  such  time  period  plus  a
       reinstatement fee.

8.     In the event Licensee licenses a Third Party Database, then SAP agrees to
       coordinate  correction  efforts with such Third Party Database  vendor in
       the event a defect is caused by the Third-Party  Database.  Additionally,
       as updates or corrections  are made available to SAP for such Third Party
       Database,   and  the  Software  is   compatible   with  such  updates  or
       corrections,  SAP will provide the updates and corrections to Licensee as
       made available through such Third Party Database vendor.

9.     A further  description of the Maintenance stated in items 1 and 2 in this
       Schedule which is subject to change is as follows:

The SAP EARLY WATCH SERVICE is a special  service  offered for proactive  system
diagnosis.  The purpose of this service is to maintain  system  performance  and
availability  at a high level.  Teams of experts analyze  licensee's  production
mySAP.com  solutions,  conducting a technical analysis of both the SAP Basis and
mySAP.com  components.  This analysis includes the step-by-step  optimization of
central background processing and frequently used queries and record the results
in a status report which makes recommendations for solution tuning.

SOFTWARE CORRECTION PACKAGES:

ON-LINE CORRECTION SUPPORT
SAP  provides  compressed  bundles of  corrections  to problems in a  licensee's
mySAP.com Software in the form of support packs and legal change patches,  which
are made  available to a licensee in the  SAPNet-R/3  Frontend and through SAP's
Solution  Manager/Service  Marketplace.  A licensee will not need to enter these
corrections  manually but can download them from SAP's service systems (SAPNet -
R/3 Frontend and/or Solution  Manager/Service  Marketplace) and import them into
licensee's mySAP.com system via a user-friendly interface.

GOING LIVE
The  Going  Live  Service  Package  prepares  an R/3  system  for the  start  of
production. The Going Live Standard Service covers the following 3 sessions:

SESSION 1 - ANALYSIS
The first  inspection,  Analysis,  checks the major system  components of an R/3
installation  with regards to system  consistency  and  reliability.  This check
concentrates on the operating system parameters and the database  configuration,
the  configuration of the Basis system,  distribution of SAP processes among the
individual  servers,  and the  relationship  between  hardware  and the quantity
structure. This check should take place before the planned go live date.

SESSION 2 - OPTIMIZATION
The second inspection,  Optimization, supports the customer in a near-production
system  environment.  This application  examination goes beyond merely analyzing
the  key  transactions  from a  technical  perspective,  and  searches  for  the
transactions  with high  resource  consumption.  The  results are used to decide
whether  adjustments are necessary to the system  configuration  or the database
and system sizing.  Ideally,  this check is performed 2 weeks prior to the start
of production.

SESSION 3 - VERIFICATION
The Going  Live  is  completed  by the final  inspection,  Verification,  which
examines the system  components  again and validates all recommended  changes of
the two prior sessions. This check is performed when the system is in productive
operation. To ensure trouble free operation, it is completed two weeks after the
start of productive activities.


<PAGE>


                                  SCHEDULE "1"
                                  ------------

Software Maintenance Response Schedule:
---------------------------------------

Licensee  will  classify  each  error  or  defect  in the  Software  or  related
Documentation  and will report such error or defect to SAP for correction  based
on the following criteria:

Error Classification       Criteria
--------------------       --------
         1                 Very High Priority:  Production System Shutdown
                           System shutdown or severe restrictions in the
                           production SAP system that prevent productive work.

         2                 High Priority:  Productive System
                           Severe loss of functionality, significant
                           restrictions in a productive system.

         3                 Medium Priority:  Production or Test System
                           An individual function s not performing properly.

         4                 Low Priority:  Production or Test System
                           Design or documentation problem.

SAP shall use commercially reasonable efforts to respond to error reports
according to the following schedule:

Error Classification       1st Level        2nd Level           3rd Level
--------------------       ---------        ---------           ---------
         1                 1 hour           4 hours             next Version

         2                 48 hours         3 days              next Version

         3                 7 days           15 days        as appropriate

         4                 10 days          45 days        as appropriate

*  Provided such error is reported by Licensee to SAP prior to SAP's close
of development for such Version.

Level Identification

Level 1 - Acknowledgment of receipt of error report.

Level 2 - Commence patch, work around, temporary fix and documentation
correction pages.

Level 3 - Official object code fix, update or major release and/or updated
manuals.

Licensee must supply SAP with reproducible errors in order for this schedule to
apply.

For non-reproducible errors, SAP will use reasonable efforts to correct the
error, but shall not be bound by the above schedule.



<PAGE>








                          APPENDIX 1 AND SCHEDULE 1 TO
                      APPENDIX 1 ARE CONFIDENTIAL AND WERE
                         INTENTIONALLY REDACTED FROM THE
                               LICENSING AGREEMENT