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                        COMPANY INDEMNIFICATION AGREEMENT

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

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

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


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constitute  gross negligence or willful misconduct).  The obligations of Company
hereunder  shall be applicable to all Proceedings (as defined below) and Damages
as  set  forth  in  this  Agreement  regardless  of  when Proceedings or Damages
occurred  or accrued or such Proceedings are commenced or threatened, or whether
actions  or  omissions  or  other events on which they are based, allegedly took
place  or  failed to occur, before or after the effective date of this Agreement
or  the  commencement  or  termination  of  Indemnitee's service as an employee,
officer,  director  or  in any other capacity for the Company as contemplated in
the  Employment  Agreement.

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

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

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


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any  Director, officer, stockholder, beneficiary or other person affiliated with
the  Company,  or  any  other  person  in  any jurisdiction.  Without respect to
whether  Indemnitee prevails, in whole or in part, in connection with any of the
foregoing,  Company  will  pay and be solely financially responsible for any and
all  reasonable  attorneys' and related fees and expenses incurred by Indemnitee
in  connection  with  any  of  the foregoing; provided that a court of competent
jurisdiction  has  not  finally  adjudged,  after  exhaustion  of  all  appeals
therefrom, that in regards to such matters Indemnitee has been grossly negligent
or  guilty  of  intentional misconduct, and such gross negligence or intentional
misconduct  caused  such  matters.

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

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

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

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

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


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whether  actions or omissions or other events on which they are based, allegedly
took  place  or  failed  to  occur,  before  or after the effective date of this
Agreement  or  the  commencement  or  termination  of Indemnitee's service as an
employee,  officer,  director or in any other official capacity for the Company.

     10.     SEVERABILITY.  If  any provision of this Agreement shall be held to
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be  invalid or unenforceable for any reason, such invalidity or unenforceability
shall  not affect the validity or enforceability of the other provisions hereof,
and such provision shall be deemed to be amended or modified to the least extent
necessary  to  render  it  valid  and  enforceable.

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

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


                                        SAFETY-KLEEN  CORP.

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


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