SAFETY KLEEN CORP/
AMEND 1 TO 2ND A&R M&D AGREEMENT
<DOCUMENT>
<TYPE>EX-10.DD
<SEQUENCE>15
<FILENAME>ex-10dd.txt
<DESCRIPTION>AMEND 1 TO 2ND A&R M&D AGREEMENT
<TEXT>
        EX-10.DD
        AMENDMENT #1 TO SECOND A&R MARKETING AND DISTRIBUTION AGREEMENT

                               AMENDMENT NUMBER 1
                                       TO
                           SECOND AMENDED AND RESTATED
                      MARKETING AND DISTRIBUTION AGREEMENT
                                 BY AND BETWEEN
                           SAFETY-KLEEN SYSTEMS, INC.
                                       AND
                           SYSTEMONE TECHNOLOGIES INC.

         THIS  AMENDMENT  NUMBER 1 ("Amendment  Number 1") to the Second Amended
and Restated Marketing and Distribution Agreement between SystemOne Technolgies,
Inc.,  a Florida  corporation,  with offices  located at 8305 N.W.  27th Street,
Suite 107, Miami,  Florida 33122  (hereinafter  referred to as "SystemOne")  and
Safety-Kleen Systems, Inc., a Wisconsin corporation with offices located at 1301
Gervais Street, Suite 300, Columbia, South Carolina, 29201 (hereinafter referred
to as "Safety-Kleen") dated as of March 8, 2001 ("Marketing Agreement"), is made
this 25th day of June 2002, by and between SystemOne and Safety-Kleen.


                               W I T N E S S E T H

       WHEREAS,  SystemOne and Safety-Kleen entered into the Marketing Agreement
dated as of March 8, 2001; and

       WHEREAS, the Marketing Agreement provides that Safety-Kleen may terminate
the Initial Term, as defined therein, effective on the second anniversary of the
Effective Date, as defined therein,  by providing  irrevocable written notice to
SystemOne  of such  termination  at any time  prior to the 180th day  before the
second anniversary of the Effective Date; and

       WHEREAS,  the second  anniversary  of the  Effective  Date is on or about
December 29, 2002; and

       WHEREAS,   the  parties   desire  to  extend  the  period   during  which
Safety-Kleen may terminate the Initial Term; and

       WHEREAS,  the  parties  desire to modify the  Marketing  Agreement  so to
reflect these changes.

       NOW THEREFORE, for and in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged,  and subject to the terms and conditions contained
herein,  the  preamble and recitals  forming an integral  part hereof,  by their
signatures  hereto the parties agree that this  Amendment  Number 1 modifies the
above referenced Marketing Agreement in the manner set forth below.

                                                                               1
<PAGE>


1.        Section 2.1, insert the following  additional  language  immediately
following the Minimum Purchase Commitment chart

       "In the event that this  Agreement is  terminated in accordance
       with Section 4.2(a), Safety-Kleen shall be required to purchase
       only 1,041 Series 500 Equivalent Units for Contract Year 3."

2.        Section 4.2(a),  the entire paragraph is deleted and replaced with the
following:

       "Notwithstanding  anything in this  Agreement to the  contrary,
       Safety-Kleen  may terminate the Initial Term  effective on January
       29, 2003 by providing  irrevocable  written notice to SystemOne
       of such termination at any time on or before July 29, 2002."

3.         Notwithstanding  anything in this Amendment Number 1 to the contrary,
nothing  herein shall waive any right  Safety-Kleen  shall have to terminate the
Marketing   Agreement  in  accordance  with  Section  4.2(b)  of  the  Marketing
Agreement.

4.        To the extent there are any conflicts  between the terms  contained in
this  Amendment  Number 1 and those  contained in the Marketing  Agreement,  the
terms set forth in this Amendment Number 1 shall control.

5.        The Marketing  Agreement,  as amended,  shall remain in full force and
effect. This Amendment Number 1 shall become effective upon its execution by all
parties.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number 1 to be executed by their duly authorized representatives on the date
first above written.


Safety-Kleen Systems, Inc.                  SystemOne Technologies Inc.

By:     /s/ David M. Sprinkle               By:     /s/ Paul I. Mansur
    ----------------------------------           ---------------------------
Name:    David M. Sprinkle                  Name:  Paul I. Mansur
      --------------------------------            --------------------------
Title:   President                          Title:  Chief Executive Officer
       -------------------------------             -------------------------



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</DOCUMENT>
