EMPLOYMENT TERMINATION AND CONSULTING AGREEMENT

          This EMPLOYMENT TERMINATION AND CONSULTING AGREEMENT (the "Agreement")
is  dated  as  of  August  15,  2001  between  Safety-Kleen  Corp.,  a  Delaware
corporation  (including its successors and assigns, the "Company"), and David E.
Thomas,  Jr.,  a  Florida  resident  (the  "Executive").

          WHEREAS, the Executive currently serves as the Chief Executive Officer
and  Chairman of the Board of Directors (the "Board") of the Company pursuant to
an  Employment  Agreement  dated  as  of  August  23,  2000  (the  "Employment
Agreement"), and the United States Bankruptcy Court for the District of Delaware
(the  "Bankruptcy  Court")  entered  an Order on August 11, 2000 authorizing the
Company  to  enter  into  said  Employment  Agreement;

          WHEREAS, the Company and Executive desire to enter into this Agreement
to  confirm  the  Executive's and Company's rights and obligations in connection
with  the  Executive's  termination  of  his employment with the Company and its
subsidiaries  and  affiliates under the Employment Agreement, except for certain
continuing  provisions  and  future  obligations;

          NOW,  THEREFORE,  in  consideration  of the mutual covenants set forth
below,  the  Executive  and  the  Company  agree  as  follows:


          1.     Effective  Date  and  Termination  of  Employment.
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Notwithstanding  anything  herein  to the contrary, the "Effective Date" of this
Agreement  shall  be  the  date  this  Agreement has been fully executed by both
parties  and has been approved by the Bankruptcy Court, and this Agreement shall
not  be  binding  on  the  parties  hereto  until the Effective Date.  As of the
Effective  Date,  Executive  resigns  as  Chairman  of  the  Board  and as Chief
Executive  Officer  of  the  Company, and from all employment positions with the
Company and its subsidiaries; provided, however, that Executive is not resigning
as  a  member  of  the  Board  and  as  a  Vice-Chairman  of  the  Board.


          2.     Continued  Services.  As  of  the  Effective Date, Executive is
                 -------------------
hereby  designated, and shall be elected, as a Vice-Chairman of the Board of the
Company  and,  in  such  capacity,  Executive shall report directly to the Chief
Executive  Officer/Chairman  of  the  Board (the "CEO/Chairman") of the Company.
Subject to the payment of the "Per Diem Fee" (as hereinafter defined), Executive
shall,  in  his  capacity  as  a  Vice-Chairman,  render such services as may be
reasonably  requested  by  the CEO/Chairman, and at times and locations that are
mutually  agreeable to the Company and Executive, in connection with the sale of
the  waste  management business of the Company, any criminal proceedings against
the  Company  and any and all other claims or litigation against the Company, or
its  directors  or  officers.  In  connection  with  services  requested  by the
CEO/Chairman,  Executive shall be paid a consulting fee of up to $2,500 per day,


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or  portion  thereof,  (the  "Per  Diem Fee") as determined by the CEO/Chairman,
provided that such Per Diem Fee continues to be satisfactory to the CEO/Chairman
and  Executive.  Executive  shall also be reimbursed for all reasonable business
expenses,  in  each  case  subject  to  such  documentation  as  the Company may
reasonably request.  Under this Agreement, Executive shall not be reimbursed for
any  reimbursable  business expense in excess of a reasonable threshold selected
by  the  CEO/Chairman,  but  in  any  event not less than $500 per such expense,
without  prior  authorization  of the CEO/Chairman.  In rendering such services,
Executive  shall  be an independent contractor consultant to the Company and not
an  employee  of  the  Company.  Executive  is  free  to  pursue such full-time,
part-time  or  other  employment or consulting opportunities as he shall desire.
Executive  shall  receive his Per Diem Fee and expense reimbursements payable in
accordance  with  the Company's normal payroll practices, but no less frequently
than  monthly.  To  the  extent  necessary  in  connection  with the Executive's
services  hereunder,  the  Company  shall make available to Executive reasonable
office  facilities  and secretarial assistance in the Company's existing offices
in  Tampa,  Florida.


          3.     Termination  Compensation.  Subject  to  the payment of, and in
                 -------------------------
consideration  of, the bonus payment pursuant to Section 4 of this Agreement and
the  other  Company's  obligations  pursuant  to  Section  5  of this Agreement,
Executive  hereby  waives any rights to any other severance benefits to which he
might  otherwise  be  entitled under the Employment Agreement.  Without limiting
the  foregoing,  Executive  acknowledges and agrees that he will not receive any
severance  or  bonus payments pursuant to the terms of the Employment Agreement,
other  than  as  required  to  be paid pursuant to Sections 4 and 5 hereof.  The
Company  shall  pay  to  Executive,  in  accordance  with  its customary payroll
practices, an amount equal to Executive's accrued and unpaid salary, accrued and
unused  vacation  and  other  reimbursable  expenses  through the Effective Date
pursuant  to  Executive's  Employment  Agreement  in  full satisfaction thereof.
Except  as  provided  in  this  Agreement,  and  except  for any compensation or
benefits  offered to Board members, Executive shall not be entitled to any other
compensation  or  benefits  from  the  Company.


          4.     Plan  of  Reorganization/Sale  Bonus.  In  consideration of the
                 ------------------------------------
waiver  pursuant  to  Section 3 hereof, the Company shall pay, and the Executive
shall  receive: (a) a cash lump sum payment of $750,000 on the Effective Date of
this  Agreement;  and  (b)  an  additional  lump sum payment in cash of $750,000
within fifteen (15) days of the earlier to occur of: (i) the effective date (the
"Reorganization  Plan  Effective  Date")  of  a  plan  of reorganization for the
Company  under  Chapter  11  of  the  Bankruptcy  Code;  or  (ii)  a "Triggering
Transaction" (as hereinafter defined).  A "Triggering Transaction" is defined as
the date of the consummation of the sale, transfer or other disposition, whether
in  one  transaction  or a series of transactions, and whether or not done as an
asset sale or a sale of stock of a subsidiary or merger or consolidation, of all
or substantially all of the "Operating Assets of the Chemical Services Division"
(as  hereinafter  defined)  of  the  Company.  For  purposes  hereof,  the  term
"Operating  Assets  of  the Chemical Services Division" shall mean those ongoing
operating  assets  of  the  Company's  Chemical  Services Division, as currently
defined  by  the  Company,  and  expressly  excludes  any assets associated with


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"permitted sites" or other regulated operations where commercial operations have
ceased  or  which are either closed or in the process of being closed within the
next  twelve  (12)  months.

          5.     Continuing  Covenants,  Duties  and  Obligations.
                 ------------------------------------------------

          a.     Notwithstanding  anything herein or in the Employment Agreement
to  the  contrary, the rights, privileges, duties and obligations of the Company
and  Executive  under  Sections  3(e), 8 and 9 of the Employment Agreement shall
continue  in  accordance with the terms thereof and shall survive, in accordance
with their terms, any termination of the Employment Agreement or this Agreement.

          b.     In  order for Executive to perform the services as set forth in
Section 2 hereof, he will need and may request that the Company furnish him with
certain  records,  files, drawings, documents, equipment, materials and writings
received  from,  created  for  or belonging to the Company and its subsidiaries,
including  those  which  relate  to  or  contain  "Confidential Information" (as
defined  in  Section  8  of  the  Employment  Agreement),  or any copies thereof
(collectively,  the "Company Work Product").  For example, Executive will retain
his computer so that he may be accessible to the Company and receive his e-mail.
The  Company  will  determine  when  it  no  longer  needs the assistance of the
Executive  pursuant  to  Section  2  hereof,  and  when  the Company informs the
Executive of such determination, Executive will immediately deliver such Company
Work  Product  to  the  Company  or destroy same.  Nothing herein shall prohibit
Executive from retaining all Company Work Product he received in his capacity as
a  member  of  the  Board  or  any  of  its  committees.

          c.     Subject  to  and  as a part of the services for which Executive
will  be  compensated  pursuant  to Section 2 of this Agreement, Executive shall
cooperate  with  and  assist the Company in the investigation and prosecution of
any  claims  against  any  other  person  or  entity.

          d.     Until  the  Reorganization  Plan  Effective  Date,  the Company
shall  cause  the  Executive to be included in the slate of persons nominated to
serve  as  directors  on  the Board of the Company and the Company shall use its
best  efforts  to  have  the  Executive  elected and re-elected to the Board and
continue  to  serve  and  be  elected  as  a  Vice  Chairman.

          e.     As  soon  as  reasonably practicable after the date hereof, the
Company  shall reimburse the Executive for all reasonable legal fees incurred by
him  in  connection  with  the  negotiation,  preparation  and execution of this
Agreement  and  any related agreements up to a maximum reimbursement of $10,000.

          f.     In  keeping  with  the  Company's  obligations  set  forth  in
Section  5(a)  of  the Employment Agreement, for a period not to exceed eighteen
(18)  months  from  the  Effective  Date,  and  only  until  Executive  obtains
replacement  coverage,  the  Company shall continue to provide Executive and his
dependents  the  same  coverage  under  the  Company's  group  health plan as he


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currently  has,  or  fully  reimburse the cost of any premiums paid by Executive
pursuant  to  his  (or  any  of  his  eligible dependent's) election to have the
Company  provide  "continuation coverage" under the Company's group health plan.
In addition, the Company will cooperate with Executive's elections in connection
with  Executive's  accounts  or  balances  within  the  Company's 401(k) plan or
similar  retirement  or  benefits  plans.


          6.  Acknowledgments.   Executive hereby agrees and acknowledges that:
              ---------------

          (a)  he  has  received  and  carefully  read  all  of  this Agreement;

          (b)  he  has  been  provided a period of at least forty-five (45) days
               within  which  to  consider  the  terms  of  this  Agreement;

          (c)  he has been advised by the Company to consult with an attorney of
               his  choosing  in  connection  with  this  Agreement;

          (d)  he  fully  understands  the  significance of all of the terms and
               conditions  of  this  Agreement,  and  is  signing this Agreement
               voluntarily and of his own free will and assents to all the terms
               and  conditions  contained  herein;  and

          (e)  he is releasing the Company from claims he might have against the
               Company  under  the  Civil  Rights  Act  of  1964,  the  Age
               Discrimination  in  Employment  Act,  the  Workers Adjustment and
               Relocation  Notification  Act,  the  Employee  Income  Retirement
               Security  Act,  and  the Americans With Disabilities Act, and any
               other  claims  of  discrimination  or  retaliation in employment.


          7.     Binding  Effect;  Benefit.  This  Agreement  shall  inure  to
                 -------------------------
the  benefit  of  and  shall be binding upon the Company and Executive and their
respective  heirs,  descendants,  successors  and  assigns.

          8.     Entire  Agreement;  Amendments.  This  Agreement,  contains the
                 ------------------------------
entire  agreement  between  the parties, and supersedes all prior agreements and
understandings,  oral or written, between the parties hereto with respect to the
employment  and  termination  of  the Employment Agreement and the employment of
Executive,  except  that Sections 3(e), 8 and 9 of the Employment Agreement will
continue  to  survive in accordance with their respective terms.  This Agreement
may  be  amended  only  by an agreement in writing signed by the Executive and a
duly  authorized  officer  of  the  Company.

          9.     Headings.  The section headings contained in this Agreement are
                 --------
for  reference  purposes  only  and  shall  not  be  deemed to be a part of this
Agreement  or  to  affect  the  meaning  or  interpretation  of  this Agreement.


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          10.     Severability.  The  invalidity or unenforceability of any term
                  ------------
or  provision  of this Agreement shall not affect the validity or enforceability
of  any  other  term or provision of this Agreement, and this Agreement shall be
construed  in  all  other  respects  as  if the invalid or unenforceable term or
provision  were  omitted.

          11.     Governing  Law.  This  Agreement shall be construed both as to
                  --------------
validity  and  performance and enforced in accordance with the laws of the State
of Delaware without giving effect to the principles of conflict of laws thereof.

          IN  WITNESS  WHEREOF,  the  Company  and  Executive have executed this
Agreement as of the date first written above to be effective as of the Effective
Date.

                                     SAFETY-KLEEN  CORP.


                                     By:
                                     Name:
                                          -------------------------------
                                     Title:
                                           ------------------------------
                                                                "COMPANY"


                                     ------------------------------------
                                     DAVID E. THOMAS, JR.
                                                              "EXECUTIVE"


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