Exhibit (10)(dd)
                                                           JA&A Letter Agreement

JA&A SERVICES, LLC
                                4000 Town Center,
                                    Suite 500
                              Southfield, MI 48075




October 3, 2001



Mr. Ronald A. Rittenmeyer
Chairman of the Board of Directors, CEO and President
Safety-Kleen Corp.
1301 Gervais Street
Columbia, SC 29201

Dear Ron:

This letter outlines the  understanding  between JA&A Services,  LLC ("JAS") and
Safety-Kleen  Corp. (the  "Company") for the engagement of JAS,  effective as of
June 11, 2000, to provide certain  temporary  employees to the Company to assist
it in its  restructuring as described below.  Generally,  the engagement of JAS,
including any  JAS employee s who serve in Executive Officer [fn 1]   positions,
shall be under the  approval  of the Board of  Directors  of the Company and the
direct supervision of you or your delegates.

Upon signing this letter, the Company agrees that its engagement with Jay Alix &
Associates under letter of March 16, 2000 shall be deemed superceded,  effective
June 11, 2000,  by this  engagement  and the retainer  that is being held by Jay
Alix & Associates  ("JA&A") shall be transferred to JAS pursuant to the retainer
provisions of this agreement.

JAS will provide the  individuals  set forth on the following  Exhibits,  herein
referred to as temporary employees ("Temporary Employees"), subject to the terms
and  conditions  of  this  letter,   with  the  titles,  pay  rates,  and  other
descriptions set forth:

o  Exhibit A--Individuals with Executive Officer positions--full time
o  Exhibit B--Additional Temporary Employees--full time
o  Exhibit C--Additional Temporary Employees--part time
o  Exhibit D--Additional Temporary Employees--(1) no longer working on
   engagement, or (2) who billed less than 20 cumulative hours as of August 31,
   2001.

-----------------------
1 Executive  Officers for the purposes of this letter agreement is as defined in
the  Protocol  for  Engagements  of Jay Alix & Associates  and  Affiliates  (the
"Protocol")  as filed with the Delaware  Bankruptcy  Court.  For purposes of the
Protocol,  Executive  Officers shall include but is not  necessarily  limited to
Chief Executive Officer,  President,  Chief Operating Officer,  Treasurer, Chief
Financial Officer,  Chief Restructuring  Officer, Chief Information Officer, and
any other  Officers  having similar  roles,  power or authority,  as well as any
other Officers provided for in the Company's bylaws.


<PAGE>

Mr. Ronald A. Rittenmeyer
October 3, 2001
Page 2



JAS shall be compensated  for its services under this agreement at the rates set
forth on the Exhibits.  The Temporary  Employees  identified on Exhibits A and B
will devote substantially  full-time to the provision of services to the Company
under this  agreement,  unless JAS and the Company  agree to modify the terms of
this agreement.

We will  keep you  informed  as to our  staffing  and  will  not add  additional
Temporary  Employees to the  assignment  without  first  consulting  with you to
obtain your  concurrence  that additional  required  resources are not available
from another source.

The billing  rates will be in effect until  December  31,  2001,  after which we
reserve the right to revise our rates as we review and revise our billing  rates
each January 1.

In  addition to the fees set forth  above,  the  Company  shall pay  directly or
reimburse   JAS  upon  receipt  of  periodic   billings,   for  all   reasonable
out-of-pocket  expenses  incurred in  connection  with this  assignment  such as
travel, lodging,  postage,  telephone and facsimile charges. Payment of invoices
for expenses will be due upon receipt of the invoices.

We acknowledge that we received a retainer of $150,000 pursuant to the March 16,
2000 engagement letter and that such retainer was subsequently  increased, as of
June 9, 2000,  to  $295,547.33,  which is net of  prepetition  fees and expenses
incurred.  The  retainer  has been  transferred  to JAS from JA&A.  Any unearned
portion  of the  retainer  will be  returned  to you at the  termination  of the
engagement.

In addition to the monthly fees and expenses, JAS reserves the right to apply to
the  Bankruptcy  Court for a success fee based upon benefit  conferred  upon the
Company's estate by interim employees furnished by JAS.

The parties intend that an independent  contractor  relationship will be created
by this  agreement.  As an  independent  contractor,  JAS will have complete and
exclusive  charge of the  management and operation of its business and Temporary
Employees,  including hiring and paying the wages and other  compensation of all
its  Temporary  Employees and agents,  and paying all bills,  expenses and other
charges  incurred or payable with  respect to the  operation of its business and
Temporary  Employees.  Of course,  as an  independent  contractor,  neither  the
Temporary  Employees  nor JAS will be entitled  to receive  from the Company any
vacation pay, sick leave,  retirement,  pension,  or social  security  benefits,
workers' compensation, disability, unemployment insurance benefits, or any other
employee  benefits.  JAS will be responsible  for all  employment,  withholding,
income and other taxes incurred in connection  with the operation and conduct of
its business and Temporary Employees. Temporary Employees will not be considered
employees or agents of the Company for any purpose.


<PAGE>

Mr. Ronald A. Rittenmeyer
October 3, 2001
Page 3



JAS agrees to keep confidential all information  obtained from the Company,  and
neither JAS nor the  Temporary  Employees  will  disclose to any other person or
entity,  or use for any purpose other than  specified  herein,  any  information
pertaining  to  the  Company  which  is  either  non-public,   confidential,  or
proprietary  in nature  ("Information")  which it obtains or is given  access to
during the performance of the services provided hereunder.  The foregoing is not
intended to nor shall be construed as prohibiting JAS or the Temporary Employees
from disclosure pursuant to a valid subpoena or court order, but neither JAS nor
such Temporary Employees shall encourage,  suggest, invite or request, or assist
in securing, any such subpoena or court order, and the Temporary Employees shall
immediately  give notice of any such subpoena or court order by fax transmission
to the Company. Furthermore, JAS and the Temporary Employees may make reasonable
disclosures of Information to third parties in connection with their performance
of their obligations and assignments  hereunder except as otherwise directed. In
addition,  JAS will have the right to disclose to others in the normal course of
business their involvement with the Company.

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

The Company acknowledges that all information (written or oral) generated by the
Temporary  Employees in connection with their  engagement is intended solely for
the benefit and use of the Company  (limited to its  management,  including  its
Board of Directors) in considering  the  transactions  to which it relates.  The
Company agrees that no such  information  shall be used for any other purpose or
reproduced,  disseminated,  quoted or referred to with attribution to JAS at any
time in any  manner  or for any  purpose  other  than  accomplishing  the  tasks
referred  to  herein,   without  JAS's  prior  approval   (which  shall  not  be
unreasonably  withheld)  except as required by law. This  agreement will survive
the termination of the engagement.

The Company  acknowledges that it is hiring JAS purely to assist the Company and
its Board of Directors in the management and restructuring of the Company.  This
engagement  shall not constitute an audit,  review or compilation,  or any other
type of financial statement  reporting or consulting  engagement that is subject
to the  rules  of the  AICPA,  the  SSCS,  or  other  such  state  and  national
professional bodies.

In the event that Temporary  Employees become Statutory Officers of the Company,
the Company agrees that it will use reasonable  efforts to specifically  include
and cover JAS employees  serving as Statutory  Officers of the Company under the
Company's policy for directors' and officers' insurance.  No Temporary Employees
were or currently are Statutory Officers of the Company.  The obligations of the
parties as reflected herein shall survive the termination of the engagement.


<PAGE>

Mr. Ronald A. Rittenmeyer
October 3, 2001
Page 4



JAS's engagement to provide Temporary  Employees  hereunder may be terminated at
any time by written notice by one party to the other;  provided,  however,  that
notwithstanding  such  termination JAS will be entitled to any fees and expenses
due under the  provisions of the  agreement.  The  obligations of the parties as
reflected herein shall survive the termination of the engagement.

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

If we have any dispute arising between us, including any dispute with respect to
this agreement,  its  interpretation,  performance or breach,  and are unable to
agree on a  mutually  satisfactory  resolution  with 30 days,  either  party may
require  the matter to be settled by binding  arbitration.  If such  arbitration
shall occur, it shall be in the city of New York. We shall attempt for two weeks
to agree on a single  arbitrator.  If that effort  shall fail,  each party shall
appoint one  arbitrator.  The two  arbitrators  so chosen shall  attempt for two
weeks to select a third. If they are unable to agree,  the American  Arbitration
Association in New York City shall choose the third. The arbitration shall occur
using the rules and  procedures  of the American  Arbitration  Association.  The
decision  of the  arbitrator(s)  shall be  final,  binding  and  non-appealable.
However,  JAS agrees  that this  arbitration  provision  shall apply only to the
extent that the United States  Bankruptcy  Court,  or the United States District
Court if the  reference  is  withdrawn,  does  not  retain  jurisdiction  over a
controversy or claim.

We confirm that JAS, its Temporary Employees, and its  affiliates  [fn 2] do not
have any financial  interest or business  connection with the Company other than
as  contemplated  by this  agreement,  and we know of no fact or situation  that
would represent a conflict of interest for us with regard to the Company.  While
we are not  currently  aware of any other  relationships  that connect us to any
party in interest,  because JAS and its  affiliates  serve clients on a national
basis in numerous  cases,  both in and out of court,  it is possible that JAS or
its  affiliates  may have rendered  services to, or have  business  associations
with,  other  entities  which  had,  or have,  relationships  with the  Company,
including  creditors of the Company.  JAS and affiliates  have not, and will not
perform  services  for,  or  have  business   connections  with,  any  of  these
aforementioned entities in this matter involving the Company.

The  Company  agrees to  promptly  notify JAS if it  extends  (or  solicits  the
possible interest in receiving) an offer of employment to an employee of JAS and
agrees  that it will  pay JAS a cash  fee,  upon  hiring,  equal  to 150% of the
aggregate first year's annualized  compensation,  including any bonus or success
fee, to be paid to any person  working for the Company on


------------------------
2 JAS is a company that provides temporary employees.  Affiliates of JAS include
Jay Alix & Associates,  a financial  advisory and  consulting  firm,  The System
Advisory  Group,  providing  information  technology  services,  and the Questor
funds,  which are private  equity  funds that invest in special  situations  and
under-performing companies.


<PAGE>

Mr. Ronald A. Rittenmeyer
October 3, 2001
Page 5



behalf of JAS that the Company or any of its subsidiaries or affiliates hires at
any  time up to six (6)  months  subsequent  to the  date of the  final  invoice
rendered  by JAS  with  respect  to this  engagement.  This  agreement  does not
prohibit the Company from making  general  solicitations  for employment or from
soliciting  for employment  any  individuals  who have ceased to be employees or
agents of JAS prior to such solicitation.

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

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

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



<PAGE>

Mr. Ronald A. Rittenmeyer
October 3, 2001
Page 6



If these terms meet with your approval, please sign and return the enclosed copy
of this proposal.

We look forward to working with you.

Sincerely yours,

JA&A SERVICES, LLC



James A. Mesterharm
Principal

P/mrc/clients/safetykleen-JAS eng ltr 092401


Acknowledged and Agreed to:


SAFETY-KLEEN CORP.

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

Its:
         ----------------------------------------------

Dated:
         ----------------------------------------------



<PAGE>





                                JA&A Services LLC
                                  Employment by
                            Safety Kleen Corp. et al.


                                    Exhibit A
                               Temporary Employees
             Individuals With Executive Officer Positions--Full Time


-----------------------------------------------------------------------------
       Name              Description         Hourly Rate    Hourly Rate
                                                2000           2001
-----------------------------------------------------------------------------

Cohen, Herbert S.   Interim Controller          $400           $430
                    [fn 3]

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

McNally, David B.   Interim Chief Information   $400           $430
                    Officer
-----------------------------------------------------------------------------






































-------------------
3 Mr. Cohen held this title in the past and as of October 31, 2001, is no longer
providing services to the Company.

<PAGE>


                                    Exhibit B
                Additional Temporary Staff Employees - Full time


-----------------------------------------------------------------------------
        Name               Description          Hourly Rate   Hourly Rate
                                                   2000          2001
-----------------------------------------------------------------------------

Braley, Charles N.    Financial Planning            N/A          $220

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

Cox, Thomas P.        Bankruptcy Reporting,         N/A          $285
                      Cost Reduction Planning
-----------------------------------------------------------------------------

Dischner, John A.     Treasury Manager              N/A          $300

-----------------------------------------------------------------------------
Gluck, Robert J.      Manager of Accounts          $400          $430

                      Receivable and Payable
                      [fn 4]
-----------------------------------------------------------------------------

Horvat, Anthony M.    Financial Reporting and      $400          $430
                      Control
-----------------------------------------------------------------------------

Johnsson, Erik G.     Information Systems          $300          $390

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

Mesterharm, James A.  Assistant to CEO             $400          $500

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

Rakowski, Robert P.   Buyer Due Diligence, Cost     N/A          $350
                      Reduction Planning
-----------------------------------------------------------------------------

















4 Mr. Gluck had this role after the  inception of the case. At the present time,
he is not working at the Company.
<PAGE>


                                    Exhibit C
                Additional Temporary Staff Employees - Part time


-----------------------------------------------------------------------------
          Name                Description        Hourly Rate  Hourly Rate
                                                     2000         2001
-----------------------------------------------------------------------------

Brown, Marc J.          Lease Analyst, Claims        $265         $285
                        Reconciliation
-----------------------------------------------------------------------------

Dangremond, Robert N.   Restructuring                 $575        $595
                        Executive
                        [fn 5]
-----------------------------------------------------------------------------

Dudney, Louis           Manager of Lease              $400        $400
                        Analysts
-----------------------------------------------------------------------------

Gonzalez, Andrea R.     Lease Analyst, Claims         $220        $250
                        Reconciliation
-----------------------------------------------------------------------------

Moen, Marisa L.         Lease Analyst, Claims          N/A        $220
                        Reconciliation
-----------------------------------------------------------------------------

Szmadzinski, Joseph R.  Information Systems           $530        $595

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













5 Mr.  Dangremond  had this  role at the  inception  of the case on a  part-time
basis. At the present time, his role in the case has been substantially reduced.


<PAGE>


                                    Exhibit D
                      Additional Temporary Staff Employees
            (1) No Longer Working on Engagement as of August 31, 2001
         (2) Billed Less Than 20 Cumulative Hours as of August 31, 2001

-----------------------------------------------------------------------------
         Name                 Description        Hourly Rate   Hourly Rate
                                                     2000          2001
-----------------------------------------------------------------------------
(1) Angueira, Marta       Information systems        $375           N/A
-----------------------------------------------------------------------------
(1) Degraf, Michael       Lease analyst              $190           N/A
-----------------------------------------------------------------------------
(1) Montague, Kevin       Lease analyst              $160           N/A
-----------------------------------------------------------------------------
(2) DuHalde, Edward       Administration             $130          $130
-----------------------------------------------------------------------------
(2) Ebner, Michelle       Administration             $130          $130
-----------------------------------------------------------------------------
(2) Koch, Albert          Restructuring              $575          $575
-----------------------------------------------------------------------------
(1) Nelson, Matthew       Lease analyst              $190           N/A
-----------------------------------------------------------------------------
(2) Swift, Mari           Lease analyst               N/A          $220
-----------------------------------------------------------------------------
(1) Stallkamp, Tim        Lease analyst              $215          $215
-----------------------------------------------------------------------------
(2) Yerian, Jared         Lease analyst               N/A          $300
-----------------------------------------------------------------------------