SAFETY KLEEN CORP/
SK EUROPE SALE AND PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.D
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>SK EUROPE SALE AND PURCHASE AGREEMENT
<TEXT>


                                DATED 6 JULY 2000

                         (1) SAFETY-KLEEN EUROPE LIMITED

                                     - and -

                               (2) SK EUROPE, INC.

                                     - and -

                             (3) SAFETY-KLEEN CORP.

                                      and -

                           (4) THE ELECTRA SUBSCRIBERS

                                      and -

                          (5) ELECTRA EUROPEAN FUND LP

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

                                    AGREEMENT

                     for the sale and purchase of shares and
                      loan stock held by SK Europe, Inc. in
                           Safety-Kleen Europe Limited
                     --------------------------------------









                              ASHURST MORRIS CRISP

                                 Broadwalk House
                                 5 Appold Street
                                 London EC2A 2HA

                               Tel: 020-7638 11 11
                               Fax: 020-7972 7990

                             BJH/E450.00023/709397.1


<PAGE>


THIS AGREEMENT is made on the 6th  day of July 2000
BETWEEN:-

(1)      SAFETY-KLEEN  EUROPE LIMITED whose  registered  office is at 390 London
         Road, Isleworth, Middlesex TW7 5AN (the "COMPANY");

(2)      SK EUROPE,  INC.  whose  registered  office is at 1301 Gervais  Street,
         Columbia,  South  Carolina,   29201,  United  States  of  America  ("SK
         EUROPE");

(3)      SAFETY-KLEEN  CORP.  whose  registered  office is 1301 Gervais  Street,
         Columbia, South Carolina 29201, United States of America ("SK CORP.");

(4)      THE  ELECTRA  SUBSCRIBERS  whose  names  and  addresses  are set out in
         schedule 3 ("ELECTRA SUBSCRIBERS"); and

(5)      ELECTRA EUROPEAN FUND LP whose registered office is at PO Box 431, 13 -
         15 Victoria  Road,  St Peter Port,  Guernsey,  Channel  Islands GYI 3ZD
         ("EEF").

WHEREAS

(A)      On 9 June  2000,  SK Corp.  and  certain  of its  direct  and  indirect
         subsidiaries,  including SK Europe,  each filed a voluntary petition in
         the United  States  Bankruptcy  Court for the District of Delaware (the
         "Bankruptcy  Court") initiating cases (the "Cases") under chapter 11 of
         title  I 1,  United  States  Code  (the  "Bankruptcy  Code")  and  have
         continued in the  possession  of their assets and in the  management of
         their  businesses  pursuant to Sections 1107 and 1108 of the Bankruptcy
         Code.

(B)      SK Europe  has agreed to sell the Shares and the Loan Stock it holds in
         the Company to EEF on the terms set out in this agreement.

(C)      On and with effect from Completion,  SK Europe will cease to be a party
         to the  Subscription  Agreement  (as defined  below) and SK Europe,  SK
         Corp. and their  respective  affiliates  shall be released from certain
         obligations  with  respect to the Company  pursuant to the Release Deed
         (as defined below).

(D)      SK Corp.  and SK Europe intend that the  transactions  contemplated  by
         this  agreement  shall  constitute a sale in  accordance  with Sections
         363(b) and (f) of the Bankruptcy Code (the "Sale") and  consummation of
         the transactions contemplated by this agreement shall be subject, among
         other things, to the entry by the Bankruptcy Court of an order, in form
         and substance reasonably acceptable to EEF, authorizing the sale.

THE PARTIES AGREE AS FOLLOWS:-

I        INTERPRETATION

1.1      In this agreement the following words and expressions and abbreviations
         have the following meanings, unless the context otherwise requires:-

         "BUSINESS DAY" means a day  (excluding  Saturdays and Sundays) on which
         banks generally are open in London and New York, NY for the transaction
         of normal banking business;


                                      -1-
<PAGE>


         "COMPLETION"  means  the  completion  of the sale and  purchase  of the
         Shares and the Loan Stock in accordance with clause 3;

         "COMPLETION DATE" means the date on which Completion occurs;

         "CONFIDENTIAL INFORMATION" means the Group Confidential Information and
         the SK Confidential Information;

         "CONTRIBUTION  AGREEMENT"  means the  contribution  agreement  dated 23
         December 1998 among (1) SK Europe, (2) SK Corp. and (3) the Company;

         "DEFERRED CONSIDERATION" has the meaning set forth in clause 2.2;

         "ENCUMBRANCE" means all mortgages,  liens, pledges,  charges,  security
         interests  or  encumbrances  of any kind or other third party rights of
         any nature whatsoever;

         "ESCROW   ACCOUNT" means the sterling  interest bearing deposit account
         to be opened with National  Westminster Bank plc, London and into which
         the Deferred Consideration is to be paid;

         "ESCROW ACCOUNT  INSTRUCTION LETTER" means the letter from, inter alia,
         SK Europe and EEF to the Escrow Agent relating to the Escrow Account in
         substantially the form of Exhibit A hereto;

         "ESCROW AGENT" means Ashurst Morris Crisp of Broadwalk  House, 5 Appold
         Street, London EC2A 2HA;

         "EUROPEAN STATE" means the countries listed in Schedule 4;

         "FINAL  ORDER" means an order of the  Bankruptcy  Court as to which the
         time to appeal,  petition for  certiorari,  or move for  reargument  or
         rehearing  with  respect to the Sale Order shall have expired and as to
         which no such  appeal,  petition  or motion  shall be pending or in the
         event that an appeal,  writ of certiorari  or motion for  reargument or
         rehearing  has been  sought with  respect to the Sale  Order,  the Sale
         Order shall have been  upheld by the  highest  court to which such Sale
         Order shall have been appealed, or from which certiorari, reargument or
         rehearing was sought and the time to take any further appeal,  petition
         for certiorari or move for reargument or rehearing shall have expired;

         "GROUP"  means the Company and its  subsidiaries  from time to time and
         "GROUP COMPANY" means any one of them;

         "GROUP CONFIDENTIAL  INFORMATION" means all information relating to any
         Group  Company's  business,  financial  or other  affairs  which is not
         publicly known;

         "LICENCE"  means the trademark  licence  dated 23 December 1998 between
         (1) Safety-Kleen Systems, Inc. and (2) Safety-Kleen UK Limited;

         "LOAN  STOCK"  means  the  (pound  symbol)  19,848,889  two  per  cent.
         unsecured loan stock 2010 of the Company held by SK Europe  constituted
         pursuant to a loan stock instrument dated 23 December 1998;


                                      -2-
<PAGE>


         "RELATED  PERSON" means in relation to any party its holding  companies
         and the  subsidiary  companies  from  time  to  time  of  such  holding
         companies, all of them and each of them as the context admits;

         "RELEASE DEED" means the deed of release in  substantially  the form of
         Exhibit B hereto;

         "RENT  DIFFERENTIAL"  means the difference  between the rent payable by
         Safety-Kleen  UK  Limited  as  lessee  of the UK  Lease  and  the  rent
         specified  as  payable  by the  Company  pursuant  to clause 4.7 of the
         Contribution  Agreement in respect of the  sub-lease to be taken out by
         the Company as  specified  pursuant  to clause 4.7 of the  Contribution
         Agreement;

         "SAFETY-KLEEN DIRECTORS" means Messrs Grover, Wrenn and Dave Thomas;

         "SALE ORDER  APPROVAL  DATE" means the 10th day  following  the date on
         which the Sale Order shall have been entered on the docket by the Clerk
         of the Bankruptcy Court;

         "SERVICES AGREEMENT AMENDMENT  AGREEMENT" means the amendment agreement
         to the Services  Agreement (as defined  therein) in  substantially  the
         form of Exhibit C hereto;

         "SHARES" means the 2,640,000  issued ordinary shares of 1p each held by
         SK Europe in the capital of the Company;

         "SHORT-FORM  LICENCE" means the licence between Safety-Kleen UK Limited
         and SK Corp. in substantially the form of Exhibit D hereto;

         "SK  CONFIDENTIAL  INFORMATION"  means  all  information,  which is not
         publicly known, relating to the business, financial or other affairs of
         any member of the SK Group;

         "SK GROUP" means SK Corp.  and any company  which is a subsidiary of SK
         Corp.,  a holding  company of SK Corp.  or a subsidiary of such holding
         company and "MEMBER OF SK GROUP" shall be construed accordingly;

         "SUBSCRIPTION   AGREEMENT"  means  the  subscription  and  shareholders
         agreement  dated  23  December  1998  among  (1) the  Company,  (2) the
         Managers  (as defined  therein),  (3) SK Europe,  (4)  Electra  Fleming
         Limited  (now  Electra  Partners  Europe  Limited)  and (5) the Electra
         Subscribers;

         "TRADEMARK ASSIGNMENT" means the trademark assignment between SK Corp.,
         Safety-Kleen Systems, Inc. and Safety-Kleen UK Limited in substantially
         the form of Exhibit E hereto;

         "TRADEMARK  SIDE LETTER" means the side letter between  Safety-Kleen UK
         Limited and SK. Corp in substantially the form of Exhibit F hereto;

         "TRANSACTION  DOCUMENTS" means, as the context admits,  this agreement,
         the Trademark  Assignment,  the Services Agreement Amendment Agreement,
         the Escrow Account  Instruction Letter, the Release Deed, the Trademark
         Side Letter,  the share  transfer form referred to in clause 3.2(a) and
         the loan transfer form referred to in clause 3.2(b);


                                      -3-
<PAGE>



         "UK  LEASE"  has the  meaning  given to that  term in the  Contribution
         Agreement; and "UK LEASE EXPIRY DATE" means 31 October 2009.

  1.2    In this agreement unless otherwise specified, reference to:-

         (a)      a  "SUBSIDIARY"  or "HOLDING  COMPANY" is to be  construed  in
                  accordance with section 736 of that Act;

         (b)      a  document  in the  "AGREED  TERMS"  is a  reference  to that
                  document  in  the  form  approved  and  for  the  purposes  of
                  identification signed by or on behalf of each party;

         (c)      a "PARTY"  means a party to this  agreement  and  includes its
                  permitted assignees (if any) and/or the successors in title to
                  substantially the whole of its undertaking;

         (d)      the  reference  to  "RELATED  PARTIES"  in clause 4.1 means in
                  respect  of EEF the  Electra  Subscribers,  in  respect of the
                  Company  the  members of the Group and in respect of SK Europe
                  the members of the SK Group;

         (e)      a "PERSON"  includes any person,  individual,  company,  firm,
                  corporation,  government,  state or  agency  of a state or any
                  undertaking  (whether or not having separate legal personality
                  and  irrespective  of the  jurisdiction in or under the law of
                  which it was incorporated or exists);

         (f)      a  "STATUTE"  or  "STATUTORY   INSTRUMENT"  or  any  of  their
                  provisions  is to be  construed as a reference to that statute
                  or statutory instrument or such provision as the same may have
                  been amended or re-enacted before the date of this agreement;

         (g)      "CLAUSES",  "PARAGRAPHS"  or  "SCHEDULES"  are to clauses  and
                  paragraphs of and schedules to this agreement;

         (h)      "WRITING"  includes  any  methods of  representing  words in a
                  legible form (other  than writing on an  electronic  or visual
                  display screen) or other writing in non-transitory form;

         (i)      words  denoting the singular shall include the plural and vice
                  versa and words denoting any gender shall include all genders;

         (j)      the time of day is reference to time in London, England.

1.3      The schedules  form part of the operative  provisions of this agreement
         and references to this agreement  shall,  unless the context  otherwise
         requires, include references to the schedules.

2.       SALE AND PURCHASE

2.1      Upon the terms of this  agreement,  SK  Europe as legal and  beneficial
         owner with good and marketable  title shall sell and EEF shall purchase
         the Shares and the Loan Stock with effect from Completion free from any
         Encumbrance.


                                      -4-
<PAGE>


2.2      The initial  consideration for such sale and purchase of the Shares and
         of the Loan Stock shall be (pound symbol) 22,898,208.  In addition, EEF
         shall,  subject to clause 6, pay the sum of (pound symbol) 840,681 (the
         "DEFERRED CONSIDERATION") in respect of the Shares and the Loan Stock.

3.       COMPLETION

3.1      Unless the parties shall otherwise  agree,  Completion shall take place
         at such  place as SK Europe  and EEF as soon as  practicable  but in no
         event more than fifteen days after the Sale Order  Approval  Date.  EEF
         will  use   reasonable   endeavours   to  complete   the   transactions
         contemplated by this agreement within 7 days of the Sale Order Approval
         Date.

3.2      EEF's obligation to purchase the Shares and Loan Stock shall be subject
         to the conditions (or waiver by EEF of any such conditions) that:

         (a)      SK Europe  shall  deliver  to or, if EEF shall so agree,  make
                  available to EEF:

                  (1)      a  transfer  in the  form  as set out in  Schedule  I
                           transferring  the  Shares to EEF (or as it may before
                           Completion direct);

                  (ii)     a  transfer  in the  form  as set out in  Schedule  2
                           transferring  the  Loan  Stock  to EEF  (or as it may
                           before Completion direct);

                  (iii)    the share certificate in respect of the Shares;

                  (iv)     the certificate in respect of the Loan Stock;

                  (v)      letters of  resignation in the agreed terms signed by
                           the Safety-Kleen  Directors  acknowledging  that they
                           have  no  claims  against  any  member  of the  Group
                           whether for loss of office or otherwise provided that
                           such  release  shall not  result in the  Safety-Kleen
                           Directors  losing any right of  indemnification  that
                           they had, now have or may have against the Company in
                           connection  with  their  acting as  directors  of the
                           Company;

                  (vi)     the   Trademark    Assignment    duly   executed   by
                           Safety-Kleen Systems, Inc. and SK Corp;

                  (vii)    the  Services  Agreement   Amendment  Agreement  duly
                           executed by Safety-Kleen Systems, Inc.;

                  (viii)   the Release Deed duly  executed by the members of the
                           SK Group that are a party to such deed;

                  (ix)     the Escrow Account  Instruction  Letter duly executed
                           by SK Corp.;

                  (x)      the Trademark  Side Letter duly executed by SK Corp.;
                           and

                  (xi)     the Short-Form Licence duly executed by SK Corp.;

         (b)      This  agreement and the  transactions  contemplated  hereunder
                  shall have been duly  approved by the Board of Directors of SK
                  Corp.


                                      -5-
<PAGE>


         (c)      the Bankruptcy  Court shall have entered an order, in form and
                  substance  reasonably  acceptable  to EEF (the "SALE  ORDER"),
                  which:

                  (i)      approves  a sale of the Shares and Loan Stock to EEF,
                           pursuant to Sections 363(b) and (f) of the Bankruptcy
                           Code,  free and clear of liens,  claims and interests
                           and containing  findings of fact and rulings that EEF
                           is  a  good  faith  purchaser  and  entitled  to  the
                           protections of Section 363(m) of the Bankruptcy Code;

                  (ii)     approves  an  assignment  of  the  trademarks  to the
                           Company as  specified  in the  Trademark  Assignment,
                           pursuant to Sections 363(b) and (f) of the Bankruptcy
                           Code, free and clear of liens,  claims and interests,
                           and containing  findings of fact and rulings that the
                           Company is a good faith purchaser and entitled to the
                           protections of Section 363(m) of the Bankruptcy Code;
                           and

                  (iii)    approves the assumption by Safety-Kleen Systems, Inc.
                           of the  Services  Agreement,  dated 23 December  1998
                           (the  "SERVICES  AGREEMENT"),   between  Safety-Kleen
                           Systems,  Inc.  and the  Company,  as  amended by the
                           Services Agreement Amendment Agreement;

         (d)      the Sale Order shall have become a Final Order;

         (e)      no stay or other  injunction  shall have been  granted  and be
                  continuing which suspends the effectiveness of the Sale Order;

         (f)      Safety-Kleen  Systems,  Inc.  shall have  assumed the Services
                  Agreement,  as amended  by the  Services  Agreement  Amendment
                  Agreement, pursuant to Section 365 of the Bankruptcy Code; and

         (g)      SK Europe and SK Corp.  shall have  assumed  the  Contribution
                  Agreement,  dated as of 23  December  1998 (the  "CONTRIBUTION
                  AGREEMENT"),  among SK Europe,  SK Corp.  and the Company,  as
                  amended  hereby,  pursuant  to Section  365 of the  Bankruptcy
                  Code.

3.3      SK  Europe's  obligations  to sell the Shares  and Loan Stock  shall be
         subject  to  the  conditions  (or  waiver  by SK  Europe  of  any  such
         conditions) that:

         (a)      on Completion EEF shall:

                    (i)  procure  the  transfer  by  wire   transfer  of  (pound
                         symbol) 22,898,208 in immediately available funds to an
                         account or accounts designated by SK Europe;

                  (ii)   procure the transfer of the Deferred Consideration to
                         the Escrow Account;

                  (iii)  procure  that  the  Release  Deed duly  executed by the
                         parties thereto other than  any  party thereto which is
                         a member of the SK Group is delivered to SK Europe;


                                      -6-
<PAGE>


                  (iv)     procure  the  Escrow   Account   Instruction   letter
                           executed  by  the  parties  thereto,  other  than  SK
                           Europe, is delivered to SK Europe;

                  (v)      procure   that  a   counterpart   of  the   Trademark
                           Assignment  duly executed by  Safety-Kleen UK Limited
                           and the Company, is delivered to SK Europe;

                  (vi)     procure   that  the  Services   Agreement   Amendment
                           Agreement, duly executed by the Company, is delivered
                           to SK Europe;

                  (vii)    procure that the Trademark  Side Letter duly executed
                           by the Company is delivered to SK Europe; and

                  (viii)   the Short-Form  Licence duly executed by Safety-Kleen
                           UK Limited;

         (b)      This  agreement and the  transactions  contemplated  hereunder
                  shall have been duly  approved by the Board of Directors of SK
                  Corp.;

         (c)      the Bankruptcy Court shall have entered the Sale Order;

         (d)      the Sale Order shall have become a Final Order; and

         (e)      no stay or other  injunction  shall have been  granted  and be
                  continuing which suspends the effectiveness of the Sale Order.

3.4      On Completion,  the Company shall pay to SK Corp. (or as it may direct)
         the sum of $1,177,450 in full and final  settlement of all amounts owed
         by the Group to the SK Group,  and all amounts  owed by the SK Group to
         the Group, on inter-company  account as at 30 April 2000 (being the end
         of "period 4 2000").  Subject to receipt of that payment, SK Corp. (for
         itself and each member of the SK Group)  accepts,  and the Company (for
         itself and each member of the Group)  makes,  such  payment in full and
         final settlement of all amounts due or accrued from the Group to the SK
         Group, and from SK Group to the Group, on intercompany account as at 30
         April 2000. SK Corp. (for itself and on behalf of each member of the SK
         Group) for good and valuable  consideration hereby releases each member
         of the Group from any claims,  actions,  rights or demands SK Corp.  or
         any  member  of the SK Group  has  against  any  member of the Group in
         respect of any fact,  matter or thing occurring on or prior to 30 April
         2000 provided that the release given  hereunder  does not extend to any
         rights that SK Corp.  or any other  member of the SK Group has pursuant
         to or arising out of the Contribution  Agreement and does not extend to
         any  rights  that SK Corp.  or any other  member of the SK Group has in
         relation  to the  Arma-Kleen  2000  profit  sharing  arrangements.  The
         Company (on behalf of itself and each member of the Group) for good and
         valuable  consideration  hereby releases SK Corp. and all other members
         of the SK Group from any claims, actions, rights or demands the Company
         or any member of the Group has  against SK Corp or any other  member of
         the SK Group in respect of any fact,  matter or thing  occurring  on or
         prior to 30 April 2000 provided that the release given  hereunder  does
         not extend to any rights  that the  Company or any other  member of the
         Group has pursuant to or arising out of the Contribution  Agreement and
         does not extend to any rights that the  Company or any other  member of
         the  Group  has in  relation  to the  Arma-Kleen  2000  profit  sharing
         arrangements.


                                      -7-
<PAGE>


3.5      Each party shall use its commercially  reasonable endeavours to fulfill
         or obtain the  fulfillment of the conditions to Completion set forth in
         clauses 3.2 and 3.3 of this agreement.

3.6      SK Corp.  will take all necessary  action  necessary in accordance with
         applicable law and its governing  documents to convene a meeting of its
         Board of Directors as promptly as  practicable,  but no later than July
         11, 2000, to consider and vote upon the approval of this  agreement and
         the transactions contemplated hereunder.

4.       CAPACITY

4.1      Each of the Company,  EEF and SK Europe severally warrants to the other
         parties that:

         (a)      except, in the case of SK Europe and its related parties,  for
                  any required approval of the Bankruptcy Court, it, and each of
                  its related  parties,  has full power and  authority  to enter
                  into and perform the Transaction  Documents and the provisions
                  of the  Transaction  Documents  and any other  document  to be
                  entered  into   pursuant  to  this   agreement  or  the  other
                  Transaction  Documents,  when executed,  will constitute valid
                  and binding  obligations  of it and of its related  parties in
                  accordance  with  their  respective  terms  except  as  may be
                  limited by bankruptcy, insolvency, reorganisation, moratorium,
                  fraudulent   transfer  and  other   similar   laws   affecting
                  creditors'  rights  generally  and by equitable  principles of
                  general applicability;

         (b)      except, in the case of SK Europe and its related parties,  for
                  any required  approval of the Bankruptcy  Court, the execution
                  and delivery of, and the  performance by it and by its related
                  parties of their obligations under, the Transaction Documents
                  will neither:

                  (i)      result in a breach of any provision of the Memorandum
                           or  Articles  of  Association  or the  constitutional
                           documents  applicable to it or to its related parties
                           or any material  contract or agreement to which it or
                           any of its related parties is a party; nor

                  (ii)     result in a breach of any material order, judgment or
                           decree of any court or  governmental  agency to which
                           it or any of its  related  parties  is a party  or by
                           which it or any of its related parties is bound;

         (c)      the  execution,  delivery  and  performance  by it  and by its
                  related   parties  of  the   Transaction   Documents  and  the
                  consummation   by  it  and  by  its  related  parties  of  the
                  transactions  contemplated  thereby  are  within  the  company
                  powers  of it and of its  related  parties  and have been duly
                  authorised by all necessary  company  action.  The Transaction
                  Documents constitute valid and binding agreements of it and of
                  its related  parties,  enforceable  against it and its related
                  parties  in  accordance  with  their  terms  except  as may be
                  limited by bankruptcy, insolvency, reorganisation, moratorium,
                  fraudulent   transfer  and  other   similar   laws   affecting
                  creditors'  rights  generally  and by equitable  principles of
                  general applicability; and

         (d)      no  action  is  pending  or,  to  the  best  knowledge  of it,
                  threatened  before any government  agency which seeks to delay
                  or prevent the consummation of the  transactions  contemplated
                  by the Transaction Documents.


                                       -8-

<PAGE>


4.2      SK Europe warrants to EEF that it is the lawful owner of the Shares and
         Loan Stock and upon sale and delivery of, and payment for,  such Shares
         and Loan Stock, as provided herein, subject to any required approval of
         the Bankruptcy  Court,  it will convey to EEF, with good and marketable
         title, such Shares and Loan Stock, free and clear of all Encumbrances.

5.       PROTECTION OF GOODWILL

5.1      SK Corp.  and SK Europe  hereby  undertake  to procure  that (except as
         otherwise agreed in writing with the Company,  the Electra  Subscribers
         and EEF)  neither  SK  Corp.,  SK  Europe  nor any of their  respective
         subsidiaries  will  either  solely or  jointly  with any  other  person
         (either on its own  account or as the agent of any other  person) for a
         period of 2 years from Completion:-

         (a)      carry on or be engaged or  concerned  or (except as the holder
                  of shares in a listed  company which confer not more than five
                  per  cent.  of the  votes  which  can  generally  be cast at a
                  general  meeting  of  the  company)   interested  directly  or
                  indirectly in a business in any European State that carries on
                  any of the following  activities:  the parts cleaner and paint
                  gun cleaner service business;  the hazardous and/or industrial
                  waste  collection  and  handling,  transportation,  treatment,
                  recycling,  storage,  sale of car care  chemicals  and  allied
                  products and disposal business;

         (b)      solicit or accept the custom of any person in respect of goods
                  to be sold or services to be  provided in any  European  State
                  that are  competitive  with those  manufactured or supplied by
                  any member of the Group  during the period of 12 months  prior
                  to Completion, such person having been a customer of the Group
                  in respect of such goods or services during such period;

         (c)      induce, solicit or endeavour to entice to leave the service or
                  employment  of any member of the Group,  any person who during
                  the period of 12 months prior to Completion was an employee of
                  any  member of the  Group  occupying  a senior  or  managerial
                  position.

5.2      SK Corp.  and SK Europe agree that the  undertakings  contained in this
         clause  5 are  reasonable  and are  entered  into  for the  purpose  of
         protecting the goodwill of the business of each member of the Group and
         that accordingly the benefit of the undertakings may be assigned by the
         Company,  the Electra Subscribers and EEF and their successors in title
         without the consent of SK Corp. or SK Europe.

5.3      Each  undertaking  contained in this clause 5 is and shall be construed
         as separate and  severable  and if one or more of the  undertakings  is
         held to be against  the public  interest  or  unlawful or in any way an
         unreasonable  restraint of trade or  unenforceable  in whole or in part
         for  any  reason  the  remaining  undertakings  or  parts  thereof,  as
         appropriate, shall continue to bind SK Corp. and SK Europe.

5.4      If any undertaking  contained in this clause 5 shall be held to be void
         but would be valid if deleted in part or reduced in  application,  such
         undertaking  shall apply with such deletion or  modification  as may be
         necessary to make it valid and  enforceable.  Without  prejudice to the
         generality of the  foregoing,  such period (as the same may  previously
         have been reduced by virtue of this clause 5.4) shall take effect as if
         reduced by six months  until the  resulting  period  shall be valid and
         enforceable.


                                      -9-
<PAGE>


5.5      Nothing in this agreement prohibits any member of the SK Group from:

         (a)      supplying  products or services to a United  States of America
                  military  base which is located in a European  State  provided
                  that such products or services do not compete with products or
                  services  supplied  or offered  for supply by the Group in the
                  European State in which the military base is located; or

         (b)      pursuing  an  opportunity  to supply a  particular  product or
                  service to any party  located in any  European  State  under a
                  name that is not similar to and can not be  confused  with the
                  name Safety-Kleen where the Company has elected in writing not
                  to pursue such opportunity and the Company shall, if requested
                  by a member of the SK Group,  promptly  inform in writing such
                  member of the SK Group whether the Company intends to pursue a
                  particular  opportunity in a European State. The Company shall
                  not  unreasonably  delay responding to a request made pursuant
                  to  this  clause  5.5(b) for  confirmation  as to whether  the
                  Company intends to pursue a particular opportunity.

6.       ESCROW ACCOUNT

6.1      The  parties  acknowledge  that  they have  been  unable to obtain  the
         landlord's  consent to the assignment to and assumption by SK Europe of
         the UK Lease pursuant to the Contribution Agreement.  Accordingly,  and
         as an inducement to EEF to enter into this agreement, the parties agree
         that the covenant contained in clause 4.7 of the Contribution Agreement
         shall be  waived,  and the  undertaking  contained  in clause 6.2 shall
         replace such covenant in its entirety.

6.2      SK Europe  undertakes to pay the Rent  Differential to the Company on a
         calendar  quarterly  basis  within 15 days of the  Company  serving  an
         invoice to SK Europe (in accordance with the  requirements of clause 16
         of this agreement) for the proportion of the Rent Differential  payable
         in respect of the preceding quarter ("RENT INVOICE") until the UK Lease
         Expiry Date.

6.3      In consideration of SK Europe  undertaking to pay the Rent Differential
         on a quarterly  basis pursuant to this clause 6, EEF shall,  subject to
         such  quarterly  payments  being  made by SK Europe,  pay the  Deferred
         Consideration  to SK Europe in quarterly  instalments  by directing the
         Escrow Agent to pay such instalments of the Deferred Consideration,  as
         and when they become payable, to SK Europe but in no event more than 10
         days  after the  receipt of  payment  of the Rent  Differential  by the
         Company.

6.4      If SK Europe fails to comply with a payment  obligation  in clause 6.2,
         the  Company  shall  be  entitled  to  serve a  notice,  in the form of
         Appendix A to the Escrow Account Instruction Letter, ("PAYMENT NOTICE")
         on the  Escrow  Agent  directing  the  Escrow  Agent  to pay (i) to the
         Company,  out of funds held in the Escrow  Account,  an amount equal to
         the difference between the amount specified in the Rent Invoice and the
         amount,  if any,  paid by SK Europe to the  Company  in respect of such
         invoice and the obligation of SK Europe to the Company arising pursuant
         to clause 6.2 shall be reduced by a  corresponding  amount,  as will be
         the Deferred  Consideration  payable by EEF; and (ii) to SK Europe,  as
         Deferred  Consideration,  an amount equal to the proportion of the Rent
         Differential that was payable, and that was


                                      -10-
<PAGE>


         paid by SK Europe. Any notice served by the Company on the Escrow Agent
         hereunder  shall be  served on SK Europe at the same as it is served on
         the Escrow Agent.

6.5      If the  Company or EEF falls to comply with its  obligation  to procure
         the  payment of the  Deferred  Consideration  in clause  6.3, SK Europe
         shall be entitled  to serve a notice,  in the form of Appendix B to the
         Escrow Account  Instruction  Letter,  on the Escrow Agent directing the
         Escrow  Agent to pay to SK Europe,  out of the funds held in the Escrow
         Account,   an  amount   equal  to  the   proportion   of  the  Deferred
         Consideration  that was  payable  by the EEF,  that was not  paid.  Any
         notice  served by SK  Europe on the  Escrow  Agent  hereunder  shall be
         served on the  Company  at the same time as it is served on the  Escrow
         Agent.

6.6      In the  event  that an SK  Europe  fails to  comply  with  its  payment
         obligation in clause 6.2 for four consecutive  calendar  quarters,  the
         Escrow Agent shall upon notice from the  Company,  remit to the Company
         the balance  standing to the credit of the Escrow  Account and, at such
         time as the  balance  standing  to the credit of the Escrow  Account is
         paid to the Company,  EEF shall have no further  obligation  to pay the
         Deferred  Consideration and SK Europe shall have no further  obligation
         in respect of the Rent Differential.

6.7      Within fifteen Business Days following the UK Lease Expiry Date, if the
         Company has not issued a Payment Notice in respect of the final quarter
         of the UK Lease,  SK Europe may  direct  the Escrow  Agent to pay to SK
         Europe  the amount  held in the Escrow  Account at such time by serving
         notice to this effect on the Escrow  Agent and on the  Company.  If the
         Company has issued a Payment  Notice in respect of the final quarter of
         the UK Lease then the Escrow shall,  as provided in the Escrow  Account
         Instruction  Letter,  pay firstly to the Company an amount equal to the
         lesser of (i) the Rent  Differential for the final quarter and (ii) the
         amount  standing to the credit of the Escrow Account and secondly to SK
         Europe, the balance,  if any, of the amount held in the Escrow Account.
         Any  payments  made to the  Company  pursuant  to this  clause 6.6 will
         discharge  fully and finally the  obligation  of SK Europe  pursuant to
         clause 6.2. Any payments made to SK Europe  pursuant to this clause 6.6
         will be in full and final  satisfaction of EEF's  obligation to pay the
         Deferred Consideration to SK Europe.

6.8      EEF  appoints  the Company as its agent to hold any monies  received by
         the Company from the Escrow Agent pursuant to this clause 6.

6.9       The parties acknowledge that the  amount payable by SK Europe pursuant
          to this clause 6, in  respect  of  the  Rent  Differential,  has  been
          calculated on the basis that  the  effective  rental  payable  by  the
          Company has been increased by (pound symbol) 20,000 per annum and that
          the  Company  may,  for the  remainder  of the  term of the UK  Lease,
          utilise 2 floors of the premises covered by the UK Lease.

6.10     If the Company vacates, or is required by the Lessor of the UK Lease to
         vacate,  the  premises  that are the  subject  of the UK Lease (the "UK
         PREMISES") prior to the UK Lease Expiry Date ("TERMINATION  DATE"), the
         Company shall serve a written  notice,  counter signed by the Lessor of
         the UK Premises,  on SK Europe (in accordance with the  requirements of
         clause 16 of this agreement) setting out the amount (if any) payable by
         the Company to the Lessor in respect of the rental  obligations  of the
         Company under the UK Lease for the unexpired term of the UK Lease,  the
         proportion (in  percentage  terms) which that amount bears to the total
         rent which  would have been  payable  under the UK Lease by the Company
         following  the  Termination  Date had the Company been the tenant under
         the UK Lease until the UK Lease


                                      -11-
<PAGE>


         Expiry Date (the "RENT PERCENTAGE").  The Company or SK Europe may, ten
         Business Days after the Termination  Date, serve a Notice on the Escrow
         Agent  directing  the Escrow  Agent to pay (i) to the  Company,  out of
         funds  held  in the  Escrow  Account,  an  amount  equal  to  the  Rent
         Percentage  multiplied  by the  then  current  balance  of  the  Escrow
         Account;  and (ii) to SK Europe, as Deferred  Consideration,  an amount
         equal to the  balance of the Escrow  Account  after the  payment to the
         Company referred to in clause 6.10(i) has been paid by the Escrow Agent
         and the  Company or SK  Europe,  as the case may be,  shall  direct the
         Escrow Agent to pay such amounts as soon as possible  after  receipt of
         such Notice.  Any payments made to the Company  pursuant to this clause
         6.10 will  discharge  fully and  finally  the  obligation  of SK Europe
         pursuant to clause 6.2. Any payments made to SK Europe pursuant to this
         clause 6.10 will be in full and final  satisfaction of EEF's obligation
         to pay the Deferred Consideration to SK Europe.

7.       CONFIDENTIAL INFORMATION

7.1      Neither SK Europe nor SK Corp.  shall,  and each of them shall  procure
         that no  other  member  of the SK  Group or any  director,  officer  or
         employee or adviser or agent of the SK Group shall,  use or disclose to
         any person Group  Confidential  Information.  Neither the Company,  the
         Electra  Subscribers nor EEF shall, and each of them shall procure that
         no member of the Group or any director,  officer or employee or adviser
         or  agent  of the  Group  shall,  use or  disclose  to  any  person  SK
         Confidential Information.  It is acknowledged that this clause 7.1 does
         not  prevent  any party from using  information  which,  at the time it
         intends using such  information,  relates solely to it or to any of its
         Related Persons.

7.2      Clause 7.1 does not apply to:-

         (a)      disclosure  of  Group  Confidential  Information  to or at the
                  written  request  of EEF or at the  written  request of any of
                  EEF's Related Persons;

         (b)      disclosure of SK Confidential Information to or at the written
                  request  of SK Corp.  or at the  written  request of any other
                  member of the SK Group;

         (c)      use or disclosure of Confidential  Information  required to be
                  disclosed by law or  regulations,  including the US securities
                  laws and the rules and  regulations  thereunder,  or the rules
                  and   regulations  of  the  London  Stock  Exchange  or  other
                  applicable  exchange or regulatory  body under whose rules the
                  disclosing party is bound;

         (d)      disclosure  of   Confidential   Information  to   professional
                  advisers  for the  purpose of  advising  any member of a party
                  hereto;

         (e)      disclosure of  Confidential  Information by a member of the SK
                  Group to another  member of the SK Group or by a member of the
                  Group to another member of the Group; or

         (f)      Confidential  Information  which becomes  publicly known other
                  than by any breach of clause 7.1.

8.        ANNOUNCEMENTS


                                      -12-
<PAGE>


         Each of the parties  undertakes  with the others that it shall  neither
         before nor after Completion make any announcement (otherwise than as is
         required  by law or by  the  rules  or  regulations  of any  securities
         exchange or regulatory  body under whose rules the announcing  party is
         bound) concerning the terms of this agreement or any of the Transaction
         Documents without the prior written consent of the Company,  EEF and SK
         Europe and the terms of any such announcement  which is required by law
         or the rules or regulations  of any  securities  exchange or regulatory
         body shall be the subject of prior  consultation  between the  parties.
         Nothing  in  this  clause  will   prevent  any  party  from  making  an
         announcement  which contains only information which was contained in an
         announcement  previously  made in  compliance  with  this  clause or in
         accounts of any member of the Group  published in compliance  with this
         clause.  Communications with investors in any Electra funds, or in EEF,
         shall not constitute  announcements for the purpose of this clause (but
         shall be subject to the confidentiality  provisions contained in clause
         7).

9.       COSTS

         Unless  expressly  otherwise  provided  in this  agreement  each of the
         parties shall bear its own legal,  accountancy and other costs, charges
         and expenses  connected  with the  negotiation  and  completion of this
         agreement. To the extent that any stamp duty is payable on the transfer
         of the Shares or on the  transfer  of the Loan Stock  pursuant  to this
         agreement, such stamp duty shall be payable by EEF.

10.      EFFECT OF COMPLETION

         The terms of this agreement (insofar as not performed at Completion and
         subject as specifically  otherwise  provided in this  agreement)  shall
         continue in force after and notwithstanding  Completion.  Other than as
         expressly set forth  herein,  the terms of the  Contribution  Agreement
         shall remain in full force and effect.

11.      FURTHER ASSURANCES

11.1     Each of the parties shall from time to time forthwith  upon  reasonable
         request  from the others (and at the  requesting  parties'  cost) do or
         procure the doing of all acts and/or  execute or procure the  execution
         of all such documents in a form  reasonably  satisfactory  to the party
         concerned  for the  purpose  of  vesting  in EEF  the  full  legal  and
         beneficial  title to the Shares and Loan Stock and otherwise giving EEF
         and SK Europe the full benefit of this  agreement,  including,  without
         limitation,  to obtain all authorisations necessary for the performance
         by the parties of their respective obligations hereunder, including the
         authorisations of the Bankruptcy Court.

11.2     Following Completion, the Company and its affiliates shall (at the cost
         of SK Corp.) cooperate, and shall cause its subsidiaries to co-operate,
         with the  reasonable  requirements  of SK Corp.,  SK  Europe  and their
         respective  affiliates and independent public accountants in connection
         with any audit or tax reporting matters, including, but not limited to,
         providing access to historical accounting records and accountants' work
         papers and providing any necessary  management  representation  letters
         with respect to financial  statements  covering the period ending on or
         prior  the  Completion   provided  that  any  parties   requiring  such
         assistance  sign a  confidentiality  deed in such form as is reasonably
         required by the Company.


                                      -13-
<PAGE>


11.3     Section  5.5(c)(ii) of the Contribution  Agreement is hereby amended by
         adding the following words after the words "subparagraph (a) above":

                  "and any  refunds  or  credits  of Taxes  (including  interest
                  thereon)  received by or  credited to the Company  relating to
                  any competent authority proceeding under any income tax treaty
                  for royalties  received by the Company or its affiliates  from
                  affiliates  with  respect to any taxable  period  ending on or
                  before the  Closing  Date (where such refund or credit has not
                  been  taken  into   account  in  the   Financial   Statements)
                  notwithstanding the fact that the Company includes such refund
                  or credit on a tax return for a taxable  period  ending  after
                  the Closing Date"

11.4     Each of SK Corp. and SK Europe shall,  and shall cause their respective
         subsidiaries,  as applicable, to, assume the Services Agreement and the
         Contribution Agreement, each as amended, pursuant to Section 365 of the
         Bankruptcy Code.

11.5     (a)      Neither SK Corp., SK Europe or any of their  affiliates or any
                  of their or their affiliates' respective directors,  officers,
                  employees,  agents  or  representatives  ("Affiliates")  shall
                  solicit, or initiate,  directly or indirectly,  any inquiries,
                  discussions  or proposals for an acquisition of the Shares and
                  Loan Stock (an "Acquisition Proposal"); PROVIDED that, subject
                  to compliance with the provisions of clause 11.5(b), SK Corp.,
                  SK Europe and their affiliates may provide  Information to and
                  negotiate   with  any  person  from  which  they   receive  an
                  unsolicited  Acquisition  Proposal;  and PROVIDED FURTHER that
                  the  foregoing  shall not be deemed to prohibit or restrict SK
                  Corp., SK Europe or their  affiliates from making  appropriate
                  filings with the Bankruptcy Court to obtain  authorization for
                  the transactions contemplated herein.

         (b)      Prior  to, SK  Corp.,  SK  Europe  or any of their  affiliates
                  providing any  information or entering into  discussions  with
                  any person in  connection  with an  Acquisition  Proposal,  SK
                  Corp. will promptly notify EEF and indicate in such notice the
                  identity  of  the  offeror   and  a  complete   and   accurate
                  description of the material terms thereof and provide EEF with
                  a copy of any writing  evidencing such  Acquisition  Proposal,
                  and  thereafter  keep EEF informed of any material  changes to
                  the terms and conditions of such Acquisition Proposal.

12.      ENTIRE AGREEMENT

12.1     Each  party on behalf of  itself  and as agent for each of its  Related
         Persons acknowledges and agrees with the other parties (each such party
         acting  on  behalf  of  itself  and as agent  for  each of its  Related
         Persons) that:-

         (a)      this agreement  together with the other Transaction  Documents
                  constitute the entire and only  agreement  between the parties
                  and their  respective  Related Persons relating to the subject
                  matter of the Transaction Documents;

         (b)      neither it nor any of its Related Persons have been induced to
                  enter into any Transaction Document in reliance upon, nor have
                  they been  given,  any  warranty,  representation,  statement,
                  assurance,  covenant,  agreement,  undertaking,  indemnity  or
                  commitment  of  any  nature   whatsoever  other  than  as  are
                  expressly  set out in the  Transaction  Documents  and, to the
                  extent  that any of them have  been,  it  (acting on behalf of
                  itself and as agent on behalf of each of its Related  Persons)
                  unconditionally


                                      -14-
<PAGE>


                  and  irrevocably  waives any claims,  rights or remedies which
                  any of them might otherwise have had in relation thereto;

         PROVIDED  THAT the  provisions  of this clause 12 shall not exclude any
         liability which any of the parties or, where appropriate, their Related
         Persons would otherwise have to any other party or, where  appropriate,
         to any other party's Related Persons or any right which any of them may
         have to  rescind  this  agreement  in respect  of any  statements  made
         fraudulently by any of them prior to the execution of this agreement or
         any  rights  which  any of them  may  have  in  respect  of  fraudulent
         concealment by any of them.

13.      VARIATIONS

         This  agreement may be varied only by a document  signed by each of the
         parties hereto.

14.      WAIVER

14.1     A waiver of any term,  provision  or condition  of, or consent  granted
         under,  this agreement  shall be effective only if given in writing and
         signed by the waiving or consenting party and then only in the instance
         and for the purpose for which it is given.

14.2     No failure or delay on the part of any party in  exercising  any right,
         power or  privilege  under  this  agreement  shall  operate as a waiver
         thereof,  nor shall any single or partial  exercise  of any such right,
         power or privilege  preclude any other or further  exercise  thereof or
         the exercise of any other right, power or privilege.

14.3     No  breach  of any  provision  of this  agreement  shall be  waived  or
         discharged  except  with the  express  written  consent of the  parties
         hereto.

14.4     The rights and remedies  herein  provided are  cumulative  with and not
         exclusive of any rights or remedies provided by law.

15.      INVALIDITY

15.1     If any provision of this  agreement is or becomes  invalid,  illegal or
         unenforceable IN any respect under the law of any jurisdiction:-

         (a)      the  validity,  legality and  enforceability  under the law of
                  that jurisdiction of any other provision; and

         (b)      the validity, legality and enforceability under the law of any
                  other jurisdiction of that or any other provision,

         shall not be affected or impaired in any way.

16.      NOTICES

16.1     Any  notice,  demand or other  communication  given or made under or in
         connection with the matters  contemplated by this agreement shall be in
         writing  and shall be  delivered  personally  or sent by fax or prepaid
         first  class  post (air mail if posted to or from a place  outside  the
         United Kingdom):-


                                      -15-
<PAGE>


         In the case of the Company to:-

         Safety-Kleen Europe Limited
         390 London Road
         Isleworth,
         Middlesex TW7 5AN

         Fax:     0208 490 9084
         Attention:     Hyman Bielsky

         In the case of the Electra Subscribers and EEF to:-

         Electra Partners Europe Limited
         65 Kingsway
         London, WC2B 6QT

         Fax:     0207 242 1806
         Attention:     Robert Clarke/Peter Wilson

         In the case of SK Corp. to:

         Safety-Kleen Corp.
         1301 Gervais Street
         Columbia
         South Carolina 29201
         United States of America

         Fax:     001 803 933 4345
         Attention:     Grover Wren/Henry Taylor

         With copies to:

         Paul, Weiss, Rifkind, Wharton & Garrison
         1285 Avenue of the Americas
         New York, NY 10019
         United States of America

         Fax:     001 212 757 3990
         Attention:     Kenneth M. Schneider

         and shall be deemed to have been duly given or made as follows:-

         (a) if personally  delivered,  upon  delivery at  the  address  of  the
             relevant party;

         (b) if sent by first class post,  five  Business Days after the date of
             posting;

         (c) if sent by air mail, 5 Business Days after the date of posting; and

         (d) if sent by fax, when despatched;


                                      -16-
<PAGE>


         provided that if, in  accordance  with the above  provisions,  any such
         notice,  demand or other  communication would otherwise be deemed to be
         given or made after 5.00 p.m. on a Business Day such notice,  demand or
         other communication shall be deemed to be given or made at 9.00 a.m. on
         the next Business Day.

16.2     A party may notify the other  parties to this  agreement of a change to
         its name, relevant addressee, address or fax number for the purposes of
         clause 16.1  provided that such  notification  shall only  be effective
         on:-

         (a)      the date  specified in the  notification  as the date on which
                  the change is to take place; or

         (b)      if no date is  specified  or the date  specified  is less than
                  five  Business  Days after the date on which  notice is given,
                  the date falling five  Business  Days after notice of any such
                  change has been given.

17.      COUNTERPARTS

         This  agreement  may be  executed in any number of  counterparts  which
         together shall constitute one agreement.  Any party may enter into this
         agreement by executing a counterpart  and this agreement shall not take
         effect until it has been executed by all parties.

18.      GOVERNING LAW AND JURISDICTION

18.1     This agreement (and any dispute,  controversy,  proceedings or claim of
         whatever nature arising out of or in any way relating to this agreement
         or its formation) shall be governed by and construed in accordance with
         the law of the State of New York applicable to agreements  entered into
         and to be performed wholly within such state.

18.2     The parties hereby irrevocably submit to the exclusive  jurisdiction of
         the United States Bankruptcy Court for the District of Delaware for the
         purpose of any action or proceeding  arising out of or relating to this
         agreement and the parties hereby  irrevocably  agree that all claims in
         respect of such action or proceeding  shall be heard and  determined in
         such court.  The parties  agree that a final  judgment in any action or
         proceeding   shall  be   conclusive   and  may  be  enforced  in  other
         Jurisdictions  by suit on the judgment or in any other manner  provided
         by law.

18.3     In the event that the  Bankruptcy  Court  shall not have or declines to
         take  jurisdiction  over any such  action  or  proceeding,  each of the
         parties   hereto  (a)  consents  to  submit   itself  to  the  personal
         jurisdiction  of any federal  court located in the State of New York or
         any New York state  court in the event any  dispute  arises out of this
         agreement or any of the  transactions  contemplated  by this agreement,
         (b) agrees  that it will not  attempt to deny or defeat  such  personal
         jurisdiction  by motion or other  request for leave from any such court
         and (c)  agrees  that it will not bring  any  action  relating  to this
         agreement or any of the transactions  contemplated  hereby in any court
         other than a federal or state court sitting in the State of New York.

19.      SPECIFIC PERFORMANCE


                                      -17-
<PAGE>


         The parties agree that any remedy  involving only the award of monetary
         damages would be inadequate.  Accordingly, each party shall be entitled
         to specific  performance  of this  agreement  and, where the applicable
         legal  standards  for such  relief  are met,  additional  equitable  or
         injunctive relief

20.      TERMINATION

         This  agreement  and  the  transactions   contemplated  hereby  may  be
         terminated by EEF or by SK Corp.  at any time prior to Completion  with
         written   notice   thereof  to  the  other  if  (i)  the   transactions
         contemplated  by this  agreement  shall not have been  approved  by the
         Bankruptcy  Court on or prior to 19 July  2000 (or such  later  date to
         which  the  hearing  currently  scheduled  for 19 July  2000  with  the
         Bankruptcy Court for the approval of this agreement and the transaction
         contemplated  hereby is  rescheduled or continued, (ii) the  Sale Order
         shall  not  have  been  entered  on  the  docket  by the  Clerk  of the
         Bankruptcy  Court on or prior to 2 August  2000,  (iii) if any required
         approval  of the  Board of  Directors  of SK Corp.  shall not have been
         obtained at the meeting of the Board of Directors held to consider this
         agreement and the transactions contemplated hereunder, or (iii) for any
         other  reason  (unless the party  seeking to  terminate  is in material
         breach of this  agreement),  Completion  shall not have  occurred on or
         prior to 21 August 2000. In the event of termination of this agreement
         pursuant to clause 20, this agreement shall  forthwith  become null and
         void and  have no  effect,  except  that the  agreements  contained  in
         clauses 7, 8, 12 and this clause 20 shall survive the  termination  and
         the  termination  of this agreement  shall be without  prejudice to any
         claim  that a party  may have at law or in  equity  arising  out of any
         breach  by the  other  parties  of the  terms  and  conditions  of this
         agreement occurring prior to the date of termination.

IN WITNESS  whereof  this  agreement  has been  executed on the date first above
written.


<PAGE>


                                   SCHEDULE 1

                             The Share Transfer form


                                      -19-
<PAGE>

STOCK
TRANSFER
FORM                         (Above this line for Registrars only)
          ----------------------------------------------------------------------
                                           Certificate lodged with the Registrar

Consideration Money (pound symbol) 3,890,000    (for completion by the Registrar
                                                 /Stock Exchange)
--------------------------------------------------------------------------------
Name or Undertaking                Safety-Kleen Europe Limited
--------------------------------------------------------------------------------
Description of Security            Ordinary shares of one pence each
--------------------------------------------------------------------------------
Number or amount of Shares,        Words                         Figures
Stock or other security and        two million, six hundred     (2,640,000 units
in figures column only             and Forty Thousand           of 1p each)
number and denomination of
units, if any
--------------------------------------------------------------------------------
Name(s) of registered holder(s)    In the name(s) of
should be given in full: the       SK Europe Inc.
address should be given where      1301 Gervais Street Columbia
there is only one holder.          South Carolina 29201
                                   United States of America
If the transfer is not made by
insert the registered holder(s)
also the name(s) and capacity
(i.e. Executor(s) of the person(s)
making the transfer
--------------------------------------------------------------------------------
I/We hereby transfer the above security           Stamp of Selling Broker(s) or,
out of the name(s) aforesaid to the               for transactions which are not
person(s) named below.                            stock exchange transactions
      Signature(s) of transferor(s)               of Agent(s),  if any,  acting
1.                                                for the Transferor(s)
    ----------------------------------------
2.
    ----------------------------------------
3.
    ----------------------------------------
4.                                                Date
    ----------------------------------------           -------------------------
     A Body corporate should execute this transfer
   under its common seal or otherwise in accordance
       with applicable statutory requirements
--------------------------------------------------------------------------------
Full name(s).  full postal         Electra European Fund LP
address(es) (including County      65 Kingsway
or, if applicable, Postal          London
District number) of the            WC2B 6QT
person(s) to whom the
security is transferred.


Please state title, if any, or
whether Mr., Mrs. or Miss.


Please complete in type
or in Block Capitals
--------------------------------------------------------------------------------
I/We request that such entries be made in the register as are  necessary to give
effect to this transfer.
--------------------------------------------------------------------------------
                                             Stamp or name and address of person
                                              lodging this form (if other than
     Stamp of Buying Broker(s) (if any).            the Buying Broker(s)).
--------------------------------------------------------------------------------
                                             Ashurst Morris Crisp
                                             Broadwalk House, 5 Appold Street,
                                             London, EC2A 2HA - 639 London/City

                                             0207 638 1111
--------------------------------------------------------------------------------
                                             Ref: TOH/1732933
Reference  to the  Registrar in this form means the  registrar  or  registration
agent of the undertaking NOT the Registrar of Companies at Companies House

<PAGE>
           FORM OF CERTIFICATE REQUIRED FOR EXEMPTION FROM STAMP DUTY

Instruments  of  transfer  executed on or after 1 May 1987 are exempt from stamp
duty when the transaction falls within one of the following  categories and will
not need to be seen in stamp  offices  provided  they are  certified as below in
accordance with the Stamp Duty (Exempt Instruments) Regulation 1987.

A.       The vesting of property subject to a trust in the trustees of the trust
         on the appointment of a new trustee,  or in the continuing  trustees on
         the retirement of a trustee.

B.       The conveyance or transfer of property the subject of a specific devise
         or legacy to the beneficiary named in the will (oar his nominee)

C.       The  conveyance  or  transfer  of  property  which  forms  part  of  an
         intestate's estate to the person entitled on intestacy (or his nominee)

D.       The  appropriation of property  within section 84(4) of the Finance Act
         1985  (death:  appropriation  in  satisfaction  of a general  legacy of
         money) or section  84(5) or (7) of that Act  (death:  appropriation  in
         satisfaction  of any interest of surviving  spouse and in Scotland also
         of any interest of issue).

E.       The  conveyance  or  transfer  of  property  which  forms  part  of the
         residuary  estate  of a  testator  to a  beneficiary  (or his  nominee)
         entitled solely by virtue of his entitlement under the will.

F.       The  conveyance  or  transfer of  property  out of a  settlement  in or
         towards satisfaction of a beneficiary's interest, not being an interest
         acquired for money or money's  worth,  being a  conveyance  or transfer
         constituting  a  distribution   of  property  in  accordance  with  the
         provisions of the settlement.

G.       The conveyance or transfer of property on and in consideration  only of
         marriage to a party to the  marriage (or his nominee) or to trustees to
         be held on  terms of a  settlement  made in  consideration  only of the
         marriage.

H.       The  conveyance  or transfer of property  within  section  83(1) of the
         Finance ACt 1985 (transfers in connection with divorce etc.).

I.       The  conveyance or transfer by the  liquidator of property which formed
         part of the assets of the company in  liquidation  to a shareholder  of
         that  company  (or  his  nominee)  in or  towards  satisfaction  of the
         shareholder's rights on a winding up.

J.       The  grant  in  fee  simple  of an  easement  in or  over  land  for no
         consideration in money or money's worth.

K.       The grant in servitude for no consideration in money or money's worth.

L.       The  conveyance  or  transfer  of  property  operating  as a  voluntary
         disposition  inter  vivos  for no  consideration  in money  or  money's
         worth nor any consideration referred  to in section 57 of the Stamp Act
         [89] (conveyance in consideration of a debt etc.).

M.       The conveyance or transfer of property by an instrument  within section
         84(t) of the Finance Act 1985 (death varying disposition).

                              I/We  hereby  certify  that  this instrument falls
                              within category(1)___ in the Schedule to the Stamp
                              Duty (Exempt Instruments) Regulations 1987 set out
                              above.

(1) Insert A or B             I/We, not being the transferor, grantor, or the
    or appropriate            solicitor(s) thereof, hereby state that I/We are
    category                  authorised to sign this certificate and that I/We
                              give the certificate from my/our own knowledge of
(2) Delete this          (2)  facts stated in it.
    paragraph if not
    applicable.                    Dated the ........day of ............  ......

(3) To be signed by
    transferor or
    grantor or by
    solicitor or duly    (3)  Signatory           (4) Description or capacity of
    authorized agent.                                 signatory

(4) /here signed by           .....................    .........................
    person not
    transferor, grantor       .....................    .........................
    or solicitor. state
    capacity in which         .....................    .........................
    signed.


     FORM OF CERTIFICATE REQUIRED WHERE TRANSFER IS NOT LIABLE TO AD VALOREM
                                   STAMP DUTY
                    ((pound symbol) 5.00 fixed duty payable)

Some  instruments of transfer are liable to a fixed duty  of (pound symbol) 5.00
when the  transaction  falls within one of the following  categories - for which
the certificate below may be completed;

         (1)      Transfer by way of security for a loan or  re-transfer  to the
                  original transferor or repayment of a loan.

         (2)      Transfer,  not on sale and not arising  under any  contract of
                  sale and where no beneficial  interest in the property passes:
                  (a) to a person who is a mere  nominee  of,  and is  nominated
                  only by, the  transferor;  (b) from a mere  nominee who has at
                  all times held the  property on behalf of the  transforee  (c)
                  from one  nominee to  another  nominee or the same  beneficial
                  owner  where  the  first  nominee  has at all  times  held the
                  property  on behalf  of that  beneficial  owner.  (NOTE - This
                  category  does  not include  a  transfer  made  in  any of the
                  following  cir4cumstances:  (i) by a  holder  of  stock,  etc.
                  following  the grant of an option to purchase the stock to the
                  person  entitled  to the  option  or his  nominee;  (ii)  to a
                  nominee in  contemplation  of a  contract  for the sale of the
                  stock,  etc.  then  about to be entered  into;  (iii) from the
                  nominee of a vendor,  who has instructed the nominee orally or
                  by some unstamped  writing to hold stock,  etc. in trust for a
                  purchaser, to such purchaser.)

*Insert (1)
or (2)            I/We hereby  certify that the  transaction in respect of which
                  this transfer is made is one which falls  within the  category
                  ..........*  above.  I/We  confirm  that  I/We  have been duly
                  authorised by the transferor to sign this certificate and that
                  the facts of the transactions are within my/our knowledge.

Here set out             .......................................................
concisely the            .......................................................
facts explaining         .......................................................
the transaction          .......................................................
in cases falling         Signature(s)                Description ("Transferor",
within (1) or (2)                                              Solicitor", etc.)
or in any other          ........................    ...........................
case where 50p           ........................    ...........................
fixed duty is            ........................    ...........................
offered                  ........................    ...........................
                         Date....................    ...........................


<PAGE>


                                   SCHEDULE 2

                             The Loan Stock Transfer form


                                      -20-
<PAGE>

STOCK
TRANSFER
FORM                         (Above this line for Registrars only)
          ----------------------------------------------------------------------
                                           Certificate lodged with the Registrar

Consideration Money (pound symbol) 19,848,889   (for completion by the Registrar
                                                 /Stock Exchange)
--------------------------------------------------------------------------------
Name or Undertaking               Safety-Kleen Europe Limited
--------------------------------------------------------------------------------
Description of Security          (pound symbol) 19,848,899 2% unsecured loan
                                 stock 2010
--------------------------------------------------------------------------------
Number or amount of Shares,      Words                       Figures
Stock or other security and      Nineteen million, eight     (19,848,889 units
                                 hundred and forty eight     of (pound symbol)1)
in figures column only           thousand, eight hundred
number and denomination of       and eighty nine pounds of
units if any                     2% unsecured loan stock
                                 and Forty Thousand of 1p each)
--------------------------------------------------------------------------------
Name(s) of registered holder(s)    In the name(s) of
should be given in full: the       SK Europe Inc.
address should be given where      1301 Gervais Street Columbia
there is only one holder.          South Carolina 29201
                                   United States of America
If the transfer is not made by
insert the registered holder(s)
also the name(s) and capacity
(i.e. Executor(s) of the person(s)
making the transfer
--------------------------------------------------------------------------------
I/We hereby transfer the above security           Stamp of Selling Broker(s) or,
out of the name(s) aforesaid to the               for transactions which are not
person(s) named below.                            stock exchange transactions
        Signature(s) of transferor(s)             of Agent(s),  if any,  acting
1.                                                  for the Transferor(s)
    ----------------------------------------
2.
    ----------------------------------------
3.
    ----------------------------------------
4.                                                Date
    ----------------------------------------           -------------------------
     A Body corporate should execute this transfer
   under its common seal or otherwise in accordance
       with applicable statutory requirements
--------------------------------------------------------------------------------
Full name(s).  full postal         Electra European Fund LP
address(es) (including County      65 Kingsway
or, if applicable, Postal          London
District number) of the            WC2B 6QT
person(s) to whom the
security is transferred.


Please state title, if any, or
whether Mr., Mrs. or Miss.


Please complete in type
or in Block Capitals
--------------------------------------------------------------------------------
I/We request that such entries be made in the register as are  necessary to give
effect to this transfer.
--------------------------------------------------------------------------------
                                             Stamp or name and address of person
                                              lodging this form (if other than
     Stamp of Buying Broker(s) (if any).            the Buying Broker(s)).
--------------------------------------------------------------------------------
                                             Ashurst Morris Crisp
                                             Broadwalk House, 5 Appold Street,
                                             London, EC2A 2HA - 639 London/City

                                             0207 638 1111
--------------------------------------------------------------------------------
                                             Ref: TOH/1732933
Reference  to the  Registrar in this form means the  registrar  or  registration
agent of the undertaking NOT the Registrar of Companies at Companies House

<PAGE>
           FORM OF CERTIFICATE REQUIRED FOR EXEMPTION FROM STAMP DUTY

Instruments  of  transfer  executed on or after 1 May 1987 are exempt from stamp
duty when the transaction falls within one of the following  categories and will
not need to be seen in stamp  offices  provided  they are  certified as below in
accordance with the Stamp Duty (Exempt Instruments) Regulation 1987.

A.       The vesting of property subject to a trust in the trustees of the trust
         on the appointment of a new trustee,  or in the continuing  trustees on
         the retirement of a trustee.

B.       The conveyance or transfer of property the subject of a specific devise
         or legacy to the beneficiary named in the will (oar his nominee)

C.       The  conveyance  or  transfer  of  property  which  forms  part  of  an
         intestate's estate to the person entitled on intestacy (or his nominee)

D.       The  appropriation of property  within section 84(4) of the Finance Act
         1985  (death:  appropriation  in  satisfaction  of a general  legacy of
         money) or section  84(5) or (7) of that Act  (death:  appropriation  in
         satisfaction  of any interest of surviving  spouse and in Scotland also
         of any interest of issue).

E.       The  conveyance  or  transfer  of  property  which  forms  part  of the
         residuary  estate  of a  testator  to a  beneficiary  (or his  nominee)
         entitled solely by virtue of his entitlement under the will.

F.       The  conveyance  or  transfer of  property  out of a  settlement  in or
         towards satisfaction of a beneficiary's interest, not being an interest
         acquired for money or money's  worth,  being a  conveyance  or transfer
         constituting  a  distribution   of  property  in  accordance  with  the
         provisions of the settlement.

G.       The conveyance or transfer of property on and in consideration  only of
         marriage to a party to the  marriage (or his nominee) or to trustees to
         be held on  terms of a  settlement  made in  consideration  only of the
         marriage.

H.       The  conveyance  or transfer of property  within  section  83(1) of the
         Finance ACt 1985 (transfers in connection with divorce etc.).

I.       The  conveyance or transfer by the  liquidator of property which formed
         part of the assets of the company in  liquidation  to a shareholder  of
         that  company  (or  his  nominee)  in or  towards  satisfaction  of the
         shareholder's rights on a winding up.

J.       The  grant  in  fee  simple  of an  easement  in or  over  land  for no
         consideration in money or money's worth.

K.       The grant in servitude for no consideration in money or money's worth.

L.       The  conveyance  or  transfer  of  property  operating  as a  voluntary
         disposition  inter  vivos  for no  consideration  in money  or  money's
         worth nor any consideration referred  to in section 57 of the Stamp Act
         [89] (conveyance in consideration of a debt etc.).

M.       The conveyance or transfer of property by an instrument  within section
         84(t) of the Finance Act 1985 (death varying disposition).

                              I/We  hereby  certify  that  this instrument falls
                              within category(1)___ in the Schedule to the Stamp
                              Duty (Exempt Instruments) Regulations 1987 set out
                              above.

(1) Insert A or B             I/We, not being the transferor, grantor, or the
    or appropriate            solicitor(s) thereof, hereby state that I/We are
    category                  authorised to sign this certificate and that I/We
                              give the certificate from my/our own knowledge of
(2) Delete this          (2)  facts stated in it.
    paragraph if not
    applicable.                    Dated the ........day of ............  ......

(3) To be signed by
    transferor or
    grantor or by
    solicitor or duly    (3)  Signatory           (4) Description or capacity of
    authorized agent.                                 signatory

(4) /here signed by           .....................    .........................
    person not
    transferor, grantor       .....................    .........................
    or solicitor. state
    capacity in which         .....................    .........................
    signed.


     FORM OF CERTIFICATE REQUIRED WHERE TRANSFER IS NOT LIABLE TO AD VALOREM
                                   STAMP DUTY
                    ((pound symbol) 5.00 fixed duty payable)

Some  instruments of transfer are liable to a fixed duty of (pound symbol) 5.00
when the  transaction  falls within one of the following  categories - for which
the certificate below may be completed;

         (1)      Transfer by way of security for a loan or  re-transfer  to the
                  original transferor or repayment of a loan.

         (2)      Transfer,  not on sale and not arising  under any  contract of
                  sale and where no beneficial  interest in the property passes:
                  (a) to a person who is a mere  nominee  of,  and is  nominated
                  only by, the  transferor;  (b) from a mere  nominee who has at
                  all times held the  property on behalf of the  transforee  (c)
                  from one  nominee  to another  nominee or the same  beneficial
                  owner  where  the  first  nominee  has at all  times  held the
                  property  on behalf  of that  beneficial  owner.  (NOTE - This
                  category does  not  include  a  transfer  made  in  any of the
                  following  cir4cumstances:  (i) by a  holder  of  stock,  etc.
                  following  the grant of an option to purchase the stock to the
                  person  entitled  to the  option  or his  nominee;  (ii)  to a
                  nominee in  contemplation  of a  contract  for the sale of the
                  stock,  etc.  then  about to be entered  into;  (iii) from the
                  nominee of a vendor,  who has instructed the nominee orally or
                  by some unstamped  writing to hold stock,  etc. in trust for a
                  purchaser, to such purchaser.)

*Insert (1)
or (2)            I/We hereby  certify that the  transaction in respect of which
                  this transfer is made is one which falls  within the  category
                  ..........*  above.  I/We  confirm  that  I/We  have been duly
                  authorised by the transferor to sign this certificate and that
                  the facts of the transactions are within my/our knowledge.

Here set out             .......................................................
concisely the            .......................................................
facts explaining         .......................................................
the transaction          .......................................................
in cases falling         Signature(s)                Description ("Transferor",
within (1) or (2)                                              Solicitor", etc.)
or in any other          ........................    ...........................
case where 50p           ........................    ...........................
fixed duty is            ........................    ...........................
offered                  ........................    ...........................
                         Date....................    ...........................


<PAGE>


                                   SCHEDULE 3

                             The Electra Subscribers

Name and Address

Electra Private Equity Partners (a
United Kingdom limited partnership
established under the Partnership Ac
1907 and registered under number
LP4913)
65 Kingsway
London WC2B 6QT
(nominee holder: Kingsway
Nominees Ltd A/C DESEFPEP)

E F Nominees Limited
65 Kingsway
London WC2B 6QT

                                      -21-
<PAGE>



                                   SCHEDULE 4

                                 European States

(a)      Austria
(b)      Belgium
(c)      Denmark
(d)      Finland
(e)      France
(f)      Germany
(g)      Greece
(h)      Ireland
(i)      Italy
(j)      Luxembourg
(k)      The Netherlands
(l)      Portugal
(m)      Spain
(n)      Sweden
(o)      United kingdom
(p)      Poland
(q)      The Czech Republic
(r)      Hungary
(s)      Switzerland
(t)      Normway
(u)      Turkey


<PAGE>

Signed by Peter Wilson                       )
for and on behalf of SAFETY-KLEEN            )    /s/ Peter Wilson
EUROPE LIMITED                               )
in the presence of:-                         )

     /s/ N R W Ross
     N R W Ross


Signed by                                    )    /s/ Henry H. Taylor
for and on behalf of SK EUROPE, INC.         )    Henry H. Taylor
in the presence of:-                         )    President

     /s/ Helen P. Smith
     Helen P. Smith

Signed by                                    )    /s/ Henry H. Taylor
for and on behalf of SAFETY-KLEEN CORP.      )    Henry H. Taylor
in the presence of:-                         )    President
                                             )
     /s/ Helen P. Smith
     Helen P. Smith


Signed by Peter Wilson                       )
for and on behalf of ELECTRA GP (UK)         )
LIMITED a general partner of                 )    /s/ Peter Wilson
ELECTRA PRIVATE EQUITY PARTNERS              )
in the presence of:-                         )

     /s/ N R W Ross
     N R W Ross


Signed by Peter Wilson                       )
for and on behalf of EF NOMINEES LIMITED     )    /s/ Peter Wilson
in the presence of:-                         )
                                             )
     /s/ N R W Ross
     N R W Ross


                                      -23-
<PAGE>

Signed by C Helyar                           )
                                             )    /s/ C Helyar
for and on behalf of ELECTRA EUROPEAN        )
FUND (GP) LIMITED AS MANAGING                )    C.A.E. Helyar
GENERAL PARTNER OF ELECTRA                   )    Director
EUROPEAN FUND LP                             )


                                      -24-
<PAGE>

                                   EXHIBIT A


                        ESCROW ACCOUNT INSTRUCTION LETTER

4 August 2000


To:        Ashurst Morris Crisp
           Broadwalk House
           5 Appold Street
           London
           EC2A 2HA

Dear Sirs

ESCROW ACCOUNT INSTRUCTION LETTER


We refer to the agreement  dated the same date as this letter (the  "AGREEMENT")
for the sale and purchase of the issued  shares and loan stock held by SK Europe
Inc. in Safety-Kleen Europe Limited made between (1) Safety-Kleen Europe Limited
(the "COMPANY"), (2) SK Europe, Inc, (the "SELLER"), (3) Safety-Kleen Corp., (4)
The Electra  Subscribers and (5) Electra  European Fund LP (the "BUYER").  Terms
defined  in the  Agreement  shall,  unless  indicated  otherwise,  have the same
meaning when used in this letter.

1.       We irrevocably instruct you to:-

1.1      open  one  separately  designated  interest  bearing  sterling  deposit
         account at National  Westminster Bank plc (the "BANK") at its branch at
         15 Bishopgate London EC2P 2AP, London, such account to be opened in the
         name of the Escrow  Agent and to be  designated  as the Escrow  Account
         (the "ESCROW ACCOUNT");

1.2      hold all sums for the time being  standing  to the credit of the Escrow
         Account,  including all interest accruing on such sums (less any amount
         debited  to the  Escrow  Account by the Bank in respect of its fees and
         charges)  to our  payment  order in  accordance  with the terms of this
         letter and the Agreement; and

1.3      following receipt of a Payment Notice issued pursuant to paragraph 8 of
         this letter or a SK Europe  Notice  issued  pursuant to  paragraph 9 of
         this letter indicating that an amount (or amounts) are payable from the
         Escrow Account,  specifying the amount of the payment(s),  instruct the
         Bank to transfer such amount(s) from the Escrow Account to:-

         (a)      in the case of an amount  due to the  Company,  to the  Escrow
                  Agent's Account, details of which of which are set out in Part
                  1 of Schedule 1; and

         (b)      in the case of an amount due to the  Seller,  to the  Seller's
                  Account, details of which are set out in Part 2 of Schedule 1.


1675502.05


                                       1
<PAGE>


2.       Instructions  to be given by you to the Bank shall be signed by any one
         of Mr C Geffen or Mr B Hanton of Ashurst Morris Crisp or if those named
         partners have ceased to be practicable  signatories,  by any one of two
         other partners of your firm as you shall nominate.

3.       You shall instruct the Bank to hold the amounts  standing to the credit
         of the Escrow  Account from time to time on deposit at the best rate of
         interest  available  from the Bank for  deposits of similar  amounts to
         those  standing to the credit of the Escrow  Account and, for quarterly
         periods or such lesser  period,  so that transfers can be made from the
         Escrow Account in accordance  with this letter,  and you shall instruct
         the Bank to credit the  interest  accrued on the  amounts in the Escrow
         Account to that Escrow Account.

4.       The Escrow  Agent shall not be liable for any loss or damage in respect
         of any act or omission  by it in  relation  to any matter  which is the
         subject of this letter except any loss or damage arising out of its own
         fraud, wilful default or gross negligence.

5.       You may rely  without  enquiry on any  Notice  (including  a  facsimile
         message)  which appears on its face  completed in accordance  with this
         letter.  You shall not be required to enquire whether a Notice has been
         validly  given or executed nor shall you be under any  liability to any
         person  if the  Notice  has not  been  validly  given or  executed.  In
         accounting  to any party for any payment  made to you out of the Escrow
         Account,  you may  withhold  or deduct any sum which you are obliged by
         law to so  withhold  or deduct  (whether  in  respect of  liability  to
         taxation  or  otherwise).  We  authorise  you to pay all bank  charges,
         taxation and other liabilities referable to the operation of the Escrow
         Account (including all interest accruing on such Escrow Account) out of
         the funds  for the time  being  standing  to the  credit of the  Escrow
         Account. You shall not be deemed to be a trustee nor shall you have any
         obligations in connection with the Escrow Account or its administration
         other than those set out in this letter.

6.       The Company  shall  indemnify  the Escrow  Agent  against all  actions,
         proceedings,  claims, demands, liabilities, costs and expenses which it
         may  suffer  or  incur  in  connection  with  the  performance  of  its
         obligations  under this  letter,  except any  arising out of the Escrow
         Agent's own fraud, wilful action or gross negligence in making any such
         payment or generally in operating the Escrow Account.

7.       You may  discharge  any  instruction  to pay any sum out of the  Escrow
         Account by yourself  instructing  the Bank to do so and you will not be
         responsible  for any  delay  or  failure  on the  part  of the  Bank in
         executing  any such  instruction  or for any loss  which  any of us may
         suffer as a result of any  action on the part of the Bank in making any
         such payment or generally in operating the Escrow Account.

8.       For the purpose of this letter "Payment  Notice" shall mean a notice in
         writing given by letter or facsimile message in the form signed by:-

         (a)      two directors or one director and the secretary of the Company
                  in the form or  substantially  in the form of the draft notice
                  attached as Appendix A; or

         (b)      such other persons as may from time to time be notified to you
                  in  accordance   with  paragraph  11  below  in  the  form  or
                  substantially  in the form of the  draft  notice  attached  as
                  Appendix A.

                                       2
<PAGE>

9.       For the purpose of this letter "SK Europe  Notice"  shall mean a notice
         in writing given by letter or facsimile message in the form signed by:-

         (a)      two  directors or one director and the secretary of the Seller
                  in the form or  substantially  in the form of the draft notice
                  attached as Appendix B; or

         (b)      such other persons as may from time to time be notified to you
                  in  accordance   with  paragraph  12  below  in  the  form  or
                  substantially  in the form of the  draft  notice  attached  as
                  Appendix B.

10.      For the purpose of this letter "Notice" shall mean, as the case may be,
         a Payment Notice or a SK Europe Notice or both.

11.       The  Company  may from time to time  make  changes  to the  authorised
          signatories  specified by it by notice to you and SK Europe, signed by
          or on behalf of each of the  current  authorised  signatories  of that
          party,  except  that  in  the  case  of a  removal  of  an  authorised
          signatory,  the  notice  need not be  signed  by the  signatory  to be
          removed. In the case of an addition to the authorised signatories, the
          notice shall  contain a specimen of the  signature  of the  additional
          signatory.

12.       The  Seller  may from  time to time  make  changes  to the  authorised
          signatories  specified by it by notice to you and the Company,  signed
          by or on behalf of each of the current authorised  signatories of that
          party,  except  that  in  the  case  of a  removal  of  an  authorised
          signatory,  the  notice  need not be  signed  by the  signatory  to be
          removed. In the case of an addition to the authorised signatories, the
          notice shall  contain a specimen of the  signature  of the  additional
          signatory.

13.       Except in accordance with the above arrangements or in accordance with
          an order of a competent  court,  you will not permit any withdrawal to
          be made from the Escrow Account.

14.      Subject to paragraph 15, this letter shall be governed by and construed
         in accordance with the laws of England.

15.       Each of the  signatories to this letter hereby  acknowledges  that the
          liability of the limited  partners in Electra European Fund LP for the
          purposes of this letter and otherwise is limited and,  notwithstanding
          paragraph  11, shall be regulated  in  accordance  with the law of the
          jurisdiction  in which that  partnership  is  registered  or otherwise
          constituted.

Please  confirm your  acceptance of the  instructions  set out in this letter by
signing and  returning to the Buyer and the Seller the  enclosed  copies of this
letter.



                                       3
<PAGE>




Signed by Peter L. Gillson                        )
                   Direcotr                       )  /s/ For and on behalf of
for and on behalf of ELECTRA                      )  Electra European Fund (GP)
EUROPEAN FUND LP.                                 )  Limited as Managing General
in the presence of:-                              )  Partner

         /s/ S.H. Bell
         S.H. Bell




Signed by                                         )
for and on behalf of ELECTRA                      )  /s/ Pete Wilson
FLEMING PRIVATE EQUITY                            )  /s/ Peter L. Gillson
PARTNERS                                          )
in the presence of:-                              )







Signed by                                         )
for and on behalf of EF NOMINEES                  )  /s/ Pete Wilson
LIMITED                                           )  /s/ Peter L. Gillson
in the presence of :-                             )









Signed by                                         )
for and on behalf of SK EUROPE, INC.              )  /s/ Henry H. Taylor
in the presence of:-                              )  Henry H. Taylor, President
                                                     /s/ Helen P. Smith
                                                     Helen P. Smith




Signed by                                         )
for and on behalf of SAFETY-KLEEN                 )  /s/ Hyman Bielsky
EUROPE LIMITED                                    )  /s/ Peter L. Gillson
in the presence of :-                             )






                                       4
<PAGE>

   /s/ Ashurst Morris Crisp
 ....................................
Acknowledged on behalf of
Ashurst Morris Crisp

Date:  11/8/00







                                       5
<PAGE>




                                   SCHEDULE 1

PART 1
ESCROW AGENT'S ACCOUNT

National Westminster Bank plc
15 Bishopsgate
London   EC2P 2AP

Sort Code 50 - 00 - 00
Account No. 00404241
(or such other account as is nominated
by the Buyer's Solicitors)






PART 2
SELLER'S ACCOUNT



(or such other account as is nominated
by the Seller)






                                       6
<PAGE>



                                   APPENDIX A

                                 PAYMENT NOTICE

To:        Ashurst Morris Crisp
           Broadwalk House
           5 Appold Street
           London
           EC2A 2HA
           ("ESCROW AGENT ")

Copy to:
           SK Europe, Inc.
           1301 Gervais Street
           Columbia, South Carolina
           United States of America
           29201

Dear Sirs

We refer to the Escrow  Account  established in your name pursuant to our letter
of instruction dated * 2000 (the "LETTER") in connection with the sale and
purchase  of the  issued  shares  and loan  stock  held by SK  Europe,  Inc.  in
Safety-Kleen  Europe  Limited and to the sale and purchase  agreement  dated the
same date as the Letter (the "SALE AND PURCHASE  AGREEMENT")  in respect of such
issued shares and loan stock.

Pursuant to  paragraph 8 of the Letter and in  accordance  with the terms of the
Sale and  Purchase  Agreement  we hereby  represent  to you and [the  Company/SK
Europe] that we have  complied with our  obligations  under clause 6 of the Sale
and Purchase Agreement and we hereby  irrevocably  instruct you to authorise the
Bank to transfer from that account on or as soon as  practicable  after the date
of this letter the amount of (pound symbol)* to the account of [the Escrow Agent
on behalf of the  Company]/[the  Seller] as  specified  in the  Letter  [and the
amount of (pound symbol)*  to the  account of the  Seller] as  specified  in the
Letter [INSERT DETAILS AS APPROPRIATE]  which  represents the amount required to
be paid to the  [Company/Seller]  in  accordance  with  the  Sale  and  Purchase
Agreement.




 ...................................           ..................................
Director of the Safety-Kleen Europe           Director/Secretary of Safety-Kleen
Limited                                       Europe Limited


                                       7
<PAGE>

Date:                                               Date:



                                       8
<PAGE>



                                   APPENDIX B

                                SK EUROPE NOTICE

To:        Ashurst Morris Crisp
           Broadwalk House
           5 Appold Street
           London
           EC2A 2HA
           ("ESCROW AGENT ")

Copy to:
           Safety-Kleen Europe Limited
           390 London Road
           Isleworth, Middlesex
           United Kingdom TW7 5AN

Dear Sirs

We refer to the Escrow  Account  established in your name pursuant to our letter
of instruction dated * 2000 (the "LETTER") in connection with the sale and
purchase  of the  issued  shares  and loan  stock  held by SK  Europe,  Inc.  in
Safety-Kleen  Europe  Limited and to the sale and purchase  agreement  dated the
same date as the Letter (the "SALE AND PURCHASE  AGREEMENT")  in respect of such
issued shares and loan stock.

Pursuant to  paragraph 9 of the Letter and in  accordance  with the terms of the
Sale and Purchase  Agreement we hereby  represent to you and the Company that we
have  complied  with our  obligations  under  clause 6 of the Sale and  Purchase
Agreement  and we  hereby  irrevocably  instruct  you to  authorise  the Bank to
transfer from that account on or as soon as  practicable  after the date of this
letter the amount of (pound symbol) * to the accouNT Of the Seller as  specified
in the Letter which  represents the amount  required to be paid to the Seller in
accordance with the Sale and Purchase Agreement.




 ..............................              ....................................
Director of the SK Europe Inc.              Director/Secretary of SK Europe Inc.


Date:                                               Date:



                                       9
<PAGE>

                                   EXHIBIT B




                                   DATED 11 August 2000
                                   ------------------

                         (1) SAFETY-KLEEN EUROPE LIMITED

                                     - and -

                             (2) SAFETY-KLEEN CORP.

                                     - and -

                          (3) SAFETY-KLEEN SYSTEMS INC.

                                     - and -

                                (4) THE MANAGERS

                                     - and -

                               (5) SK EUROPE, INC.

                                     - and -

                       (6) ELECTRA PARTNERS EUROPE LIMITED

                                     - and -

                           (7) THE ELECTRA SUBSCRIBERS

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


                                 DEED OF RELEASE

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

                              ASHURST MORRIS CRISP
                                 Broadwalk House
                                 5 Appold Street
                                 London EC2A 2HA

                               Tel: 0207-638-1111
                               Fax: 0207-972-7990
                          BJH/TOH/E450.00023/1675332.DOC



Europe-1675332.08
<PAGE>





THIS DEED OF RELEASE is made on 21 August 2000

BETWEEN:-

(1)       SAFETY-KLEEN  EUROPE LIMITED whose registered  office is at 390 London
          Road, Isleworth, Middlesex TW7 5AN ("SAFETY-KLEEN EUROPE");

(2)       SAFETY-KLEEN  CORP.  whose  registered  office is 1301 Gervais Street,
          Columbia,   South   Carolina   29201,   United   States   of   America
          ("SAFETY-KLEEN CORP.);

(3)       SAFETY-KLEEN  SYSTEMS  INC.  whose  registered  office is 1301 Gervais
          Street,  Columbia,  South  Carolina  29201,  United States of America;
          ("SAFETY-KLEEN SYSTEMS");

(4)       THE PERSONS whose names are set out in schedule 1;

(5)       SK EUROPE,  INC. whose  registered  office is at 1301 Gervais  Street,
          Columbia, South Carolina 29201, United States of America (SK EUROPE");

(6)       ELECTRA PARTNERS EUROPE LIMITED  (previously  Electra Fleming Limited)
          whose registered office is at 65 Kingsway, London, WC2B 6QT; and

(7)       THE  ELECTRA  SUBSCRIBERS  whose  names and  addresses  are set out in
          schedule 2 ("ELECTRA Subscribers").


RECITALS

(A)       Certain of the  parties  hereto  are  parties  to a  Subscription  and
          Shareholders' Agreement dated 23 December 1998, as amended pursuant to
          variation  agreements  made  between  such  parties in March 1999 (the
          "SUBSCRIPTION AGREEMENT"),  and certain of the parties hereto are also
          parties to (i) a Contribution Agreement, dated as of December 23, 1998
          (the "CONTRIBUTION AGREEMENT"),  among SK Europe,  Safety-Kleen Europe
          and Safety-Kleen Corp., (ii) a Trademark Licence, dated as of December
          23, 1998 (the "TRADEMARK  LICENCE"),  between Safety-Kleen Systems and
          Safety-Kleen UK Limited, a corporation organised under the laws of the
          United Kingdom,  and (iii) a Services Agreement,  dated as of December
          23, 1998, between  Safety-Kleen  Systems and Safety-Kleen  Europe (the
          "SERVICES AGREEMENT").

(B)       As of the date hereof,  Safety-Kleen  Europe, SK Europe,  Safety-Kleen
          Corp.,  the  Electra  Subscribers  and  Electra  European  Fund LP are
          entering  into an  agreement  for the sale and  purchase of shares and
          loan stock  held by SK Europe in  Safety-Kleen  Europe  (the "SALE AND
          PURCHASE AGREEMENT").

(C)       The  parties  have  agreed to release SK Europe  from its  obligations
          under the  Subscription  Agreement with immediate effect from the date
          hereof upon the terms of this deed.


                                       -1-
<PAGE>

NOW THIS DEED WITNESSES AS FOLLOWS:-

1.        RELEASE

          Safety-Kleen  Europe,  the Persons whose names are set out in schedule
          1, Electra Partners Europe Limited and the Electra  Subscribers (each,
          a "HOLDER") and their respective affiliates,  for themselves and their
          respective predecessors,  successors and assigns (each, a "RELEASOR"),
          in accordance with Section 3.3 of the Sale and Purchase Agreement, and
          for other good and valuable consideration, the receipt and adequacy of
          which is hereby  acknowledged,  hereby  release,  waive and  discharge
          Safety-Kleen  Corp.,   Safety-Kleen   Systems,  SK  Europe  and  their
          respective affiliates (each, a "RELEASEE"),  from all claims, actions,
          causes  of  action,  suits,  debts,  dues,  sums of  money,  accounts,
          reckonings,   bonds,  bills,   specialities,   covenants,   contracts,
          controversies,  agreements,  promises, variances, trespasses, damages,
          judgments,  expenses,  executions,  affirmative defenses,  demands and
          other  obligations  or  liabilities  whatsoever,   in  law  or  equity
          (together  "CLAIMS")  which each  Releasor  now has or ever had or may
          have against any Releasee,  that are based upon or arise in respect of
          Safety-Kleen  Corp.'s or any of its  affiliates'  shareholding or loan
          stock holding in Safety-Kleen  Europe including,  without  limitation,
          its obligations  under the Subscription  Agreement;  PROVIDED HOWEVER,
          that  nothing  in this  deed  shall  apply to any  Claim a Holder  has
          against a Releasee pursuant to any agreement, arrangement, contract or
          understanding  between  such Holder and such  Releasee  other than the
          Subscription Agreement or Articles of Association of the Company.

2.        TERMINATION OF SUBSCRIPTION AGREEMENT

          The parties  hereto agree that,  effective as of the date hereof,  the
          Subscription  Agreement  shall cease and terminate  with respect to SK
          Europe  without,  subject  to clause 1 above,  further  obligation  or
          liability to SK Europe or any other Releasees  thereunder  whether for
          preceding or antecedent breach or otherwise with respect thereto.

3.        FURTHER ASSURANCES

          The parties  undertake  to each other that they shall  forthwith  upon
          reasonable  request  of any of the other  parties  hereto  (and at the
          requesting  parties' cost) execute and deliver such further  documents
          and deeds as the other  parties shall  reasonably  require in order to
          give full effect to the terms of this deed.

4.        REPRESENTATIONS AND WARRANTIES

4.1       Each Holder  represents,  severally,  to SK Corp., SK Europe and their
          respective affiliates that:

          (a)       such Holder is the legal owner of the shares in Safety-Kleen
                    Europe set against such person's name in Schedule 1;

          (b)       the  number of shares  set  against  such  person's  name in
                    Schedule  1 is the number of shares  currently  held by such
                    Person in Safety-Kleen Europe; and


                                      -2-
<PAGE>

          (c)       other  than in the  case of a  beneficial  interest  held by
                    another Holder,  no person has any right,  title or interest
                    (beneficial   or   otherwise)   in  any  of  the  shares  in
                    Safety-Kleen   Europe  set  against  the  Holder's  name  in
                    Schedule 1 save that Ogier Trustee  Limited holds the shares
                    listed  against  its name in  schedule  1 on  trust  for the
                    benefit of the existing and future employees of Safety-Kleen
                    Europe and its subsidiary companies from time to time.

4.2       Safety-Kleen  Europe  represents  to SK  Corp.,  SK  Europe  and their
          respective affiliates that no person or entity, other than the parties
          listed in  Schedule 1, is  registered  as a  shareholder  of shares in
          Safety-Kleen  Europe and,  except as is provided for in clause  4.1(a)
          above,  to its  knowledge no person or entity,  other than the parties
          listed in Schedule 1, holds any shares in Safety-Kleen Europe.

5.        COUNTERPARTS

          This deed may be executed in any number of counterparts by the parties
          to it in separate  counterparts,  each of which when so  executed  and
          delivered  shall be an  original  and so that all  counterparts  shall
          together constitute one and the same instrument.

6.        GOVERNING LAW

          This deed  shall be  governed  by and  construed  in  accordance  with
          English  law and the  parties  irrevocably  agree  that the  courts of
          England shall have exclusive jurisdiction to hear and decide any suit,
          action or  proceedings  and/or to settle any disputes  which may arise
          out of or in connection with this deed and, for these  purposes,  each
          party irrevocably submits to the jurisdiction of the English courts.

IN WITNESS  whereof  this deed has been duly  executed  on the date first  above
written.



                                       -3-
<PAGE>



                                   SCHEDULE 1

NAME                                                           NUMBER OF SHARES

Hyman Bielsky                                                     186,000

Marietta Bielsky                                                   48,000

Stephen Bielsky                                                    66,000

Herbert Hartmann                                                   60,000

Antonio Garcia                                                     75,000

George Nason                                                       10,000

Helen Nason                                                        10,000

Steve Hilton                                                       20,000

John Ferguson                                                      10,000

Victoria Ferguson                                                  10,000

Electra Private Equity Partners                                 2,506,067

EF Nominees Limited                                               133,933

SK Europe Inc.                                                  2,640,000

John Ayles                                                         20,000

Caroline Ayles                                                     10,000

Melanie Thornback                                                  17,100

Malcolm Williamson/Clive Richardson                                11,900

Clive Richardson/Sally Richardson                                  12,000

Ogier Trustee Limited                                              75,000

Nigel Thornback                                                    34,000







                                       -4-
<PAGE>




                                   SCHEDULE 2

                             THE ELECTRA SUBSCRIBERS

Electra Private Equity Partner
(a United Kingdom limited partnership
established under the Partnership Act 1907
and registered under number LP4913)
65 Kingsway
London WC2B 6QT

(Nominee holders Kingsway
Nominees Limited A/C DESEFPEP)

E F Nominees Limited
65 Kingsway
London WC2B 6QT



                                       -5-
<PAGE>



Signed by                                              )
                                                       ) /s/ Hyman Bielsky
for and on behalf of SAFETY-KLEEN EUROPE               ) /s/ Peter L. Gillson
LIMITED  in  the presence of:-                         )




Signed by /s/ Henry H. Taylor                          )
              Henry H. Taylor, Secretary               )
                                                       )
for and on behalf of SK EUROPE, INC. in the            )
presence of:-                                          )
          /s/ Helen P. Smith
              Helen P. Smith


Signed by /s/ Henry H. Taylor                          )
              Henry H. Taylor, Secretary               )
                                                       )
for and on behalf of SAFETY-KLEEN CORP. in the         )
presence of:-                                          )
          /s/ Helen P. Smith
              Helen P. Smith


Signed by /s/ Henry H. Taylor                          )
              Henry H. Taylor, Secretary               )
                                                       )
for and on behalf of SAFETY-KLEEN SYSTEMS              )
INC. in the                                            )
presence of:-
          /s/ Helen P. Smith
              Helen P. Smith


                                      -6-
<PAGE>


Signed by                                              )
                                                       ) /s/ Peter Wilson
for and on behalf of ELECTRA GP (UK) LIMITED           ) /s/ Peter L. Gillson
as general  partner of ELECTRA PRIVATE EQUITY          )
PARTNERS                                               )
in the presence of:-                                   )




Signed by                                              )
                                                       ) /s/ Peter Wilson
for and on behalf of E F NOMINEES LIMITED              ) /s/ Peter L. Gillson
in the presence of:-                                   )




Signed by                                              )
                                                       ) /s/ Peter Wilson
for and on behalf of ELECTRA PARTNERS                  ) /s/ Peter L. Gillson
EUROPE  LIMITED  in the presence of:-                  )




Signed by HYMAN BIELSKY in the presence of:-           ) /s/ Hyman Bielsky
                                                         /s/ Peter L. Gillson



Signed for and on behalf of JOHN FERGUSON by his       ) /s/ Hyman Bielsky
attorney HYMAN BIELSKY in the presence of:-            ) /s/ Peter L. Gillson




Signed for and on behalf of ANTONIO GARCIA by          ) /s/ Hyman Bielsky
his attorney HYMAN BIELSKY in the presence of:-        ) /s/ Peter L. Gillson



                                      -7-
<PAGE>

Signed for and on behalf of HERBERT HARTMANN           ) /s/ Hyman Bielsky
by his attorney HYMAN BIELSKY in the presence          ) /s/ Peter L. Gillson
of:-                                                   )




Signed for and on behalf of NIGEL THORNBACK by         ) /s/ Hyman Bielsky
his attorney HYMAN BIELSKY in the presence of:-        ) /s/ Peter L. Gillson




Signed for and on behalf of STEVEN HILTON by his       ) /s/ Hyman Bielsky
attorney HYMAN BIELSKY in the presence of:-            ) /s/ Peter L. Gillson




Signed for and on behalf of GEORGE NASON by his        ) /s/ Hyman Bielsky
attorney HYMAN BIELSKY in the presence of:-            ) /s/ Peter L. Gillson




Signed for and on behalf of MARIETTA BIELSKY           ) /s/ Hyman Bielsky
by her attorney HYMAN BIELSKY in the presence          ) /s/ Peter L. Gillson
of:-                                                   )



Signed for and on behalf of STEPHEN BIELSKY by         ) /s/ Hyman Bielsky
his attorney HYMAN BIELSKY in the presence of:-        ) /s/ Peter L. Gilson



                                      -8-
<PAGE>


Signed for and on behalf of MELANIE                    ) /s/ Hyman Bielsky
THORNBACK by her attorney HYMAN BIELSKY                ) /s/ Peter L. Gilson
in the presence of:-                                   )




Signed for and on behalf of VICTORIA FERGUSON          ) /s/ Hyman Bielsky
by her attorney HYMAN BIELSKY in the presence          ) /s/ Peter L. Gilson
of:-                                                   )




Signed for and on behalf of HELEN NASON by her         ) /s/ Hyman Bielsky
attorney HYMAN BIELSKY in the presence of:-            ) /s/ Peter L. Gilson




Signed for and on behalf of JOHN AYLES by his          ) /s/ Hyman Bielsky
attorney HYMAN BIELSKY in the presence of:-            ) /s/ Peter L. Gilson




Signed for and on behalf of CAROLINE AYLES by          ) /s/ Hyman Bielsky
her attorney HYMAN BIELSKY in the presence of:-        ) /s/ Peter L. Gilson




Signed for and on behalf of MALCOLM                    )
WILLIAMSON/CLIVE RICHARDSON AS TRUSTEES                ) /s/ Hyman Bielsky
OF RUFF SETTLEMENT by their attorney HYMAN             ) /s/ Peter L. Gilson
BIELSKY in the presence of:-                           )

    /s/ illegible signature


                                      -9-
<PAGE>


Signed for and on behalf of CLIVE                      )
RICHARDSON/SALLY RICHARDSON AS TRUSTEES                ) /s/ Hyman Bielsky
OF THORNBACK SETTLEMENT by their attorney HYMAN        ) /s/ Peter L. Gilson
BIELSKY in the presence of:-                           )

    /s/ illegible signature



Signed by /s/ Simon J. Willing                         )
                                                       ) /s/ Simon J. Willing
for and on behalf of OGIER TRUSTEE LIMITED in          ) /s/ illegible signature
the presence of:-                                      )



                                      -10-
<PAGE>

                                   EXHIBIT C


                              DATED 11 August 2000
                                ----------------

                           SAFETY-KLEEN SYSTEMS, INC.

                                     - and -

                           SAFETY-KLEEN EUROPE LIMITED

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


                                DEED OF AMENDMENT

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








                              ASHURST MORRIS CRISP
                                 Broadwalk House
                                 5 Appold Street
                                 London EC2A 2HA

                               Tel: 0207-638 1111
                               Fax: 0207-972 7990

                          BJH/TOH/E45000023/1739886.DOC


<PAGE>





THIS DEED OF AMENDMENT is made on 11 August 2000

BETWEEN:-

(1)       SAFETY-KLEEN  SYSTEMS, INC. whose registered office is at 1301 Gervais
          Street, Columbia, South Carolina 29201, United  States of America; and

(2)       SAFETY-KLEEN EUROPE LIMITED whose registered office is at Safety-Kleen
          House, 390 London Road, Isleworth, Middlesex, TW7 5AN.

RECITALS

(A)       The parties  hereto are parties to an agreement  for the  provision of
          services dated 23 December 1998 (the "SERVICES AGREEMENT").

(B)       The parties  have agreed to enter into this deed of amendment to amend
          the Services Agreement in the manner set out below.

THE PARTIES HEREBY AGREE AS FOLLOWS:-

1.        INTERPRETATION

          Terms  defined  in  the  Services  Agreement  shall  unless  otherwise
          specifically defined herein bear the same meaning in this deed.

2.        AMENDMENTS

          With effect from the date hereof the Services  Agreement is amended as
          follows:-

2.1       the recitals are amended by inserting  the  following  paragraph as an
          additional recital:

          "WHEREAS it is intended that  Safety-Kleen  will provide such selected
          computer  support services until such time as the Company has procured
          computer  services of a similar nature to the computer  services to be
          provided by Safety-Kleen  hereunder from an alternative  source and it
          is intended that the Company shall use reasonable endeavours to obtain
          such alternative computer services by 1 June 2001;"

2.2       in section 1.1 of the Services Agreement the words "until the Estimate
          Anniversary  (as defined  herein)" are deleted and  replaced  with the
          words "subject to section 5.6, until 31 December 2001";

2.3       section 1 of the  Services  Agreement  is  amended  by  inserting  the
          following wording after section 1.3 as a new clause 1.4: "1.4 COMPUTER
          SERVICES   means   the   Operational   Services   and  the   Financial
          Services.";

2.4       section  3(a)  of the  Services  Agreement  shall  be  deleted  in its
          entirety and replaced with "Intentionally Omitted";



                                      -1-
<PAGE>

2.5       in  section  3(b) of the  Services  Agreement,  the words  "Until  the
          Estimate Anniversary" are deleted and replaced with the words "Subject
          to  section  5.6,  until  31  December  2001",  and the  words  "which
          obligation may require Additional Costs to be incurred, including as a
          result of  Safety-Kleen's  agreement to a  modification  to a Services
          Contract or its  procurement  of  substitute  Operational  Services or
          contract rights, provided that such Additional Costs shall be borne by
          the parties in accordance with Section 3(c)" are deleted;

2.6       section  3(c)  of the  Services  Agreement  shall  be  deleted  in its
          entirety;

2.7       in section  5.1(iv) of the  Services  Agreement  the words  "following
          eighteen  (18) months  after the date hereof" are deleted and replaced
          with the words "subject to clause 5.6, following 1 June 2001";

2.8       in section 5.2(ii) of the Services  Agreement the words "following the
          date that  Safety-Kleen  ceases to hold more than 20 per cent.  of the
          voting  rights of the Company" are deleted and replaced with the words
          "following 1 June 2001";

2.9       in section 5.3(b) the words "pursuant to section 5.1 and/or 5.2 above"
          are replaced with the words "pursuant to this Agreement";

2.10      section 5 is amended by inserting the following  clauses after section
          5.4 as a new clause 5.5 and a new clause 5.6:

          "5.5 FURTHER  ASSURANCES.  Safety-Kleen shall, upon reasonable request
          from the Company provide, at the Company's  expense,  such  reasonable
          assistance  as  is  requested  by  the  Company  for  the  purpose  of
          facilitating any discussions the Company has with any suppliers to the
          Company or Safety-Kleen regarding independent supply to the Company or
          any of its affiliates."

          "5.6 DISCONTINUANCE OF COMPUTER SERVICES

          (i)       The Company shall use its  reasonable  endeavours to procure
                    services,  of a nature similar to the Computer  Services (in
                    terms of scope,  frequency and quality),  from a party other
                    than  Safety-Kleen  ("Alternative  Computer  Services") by 1
                    June 2001.

          (ii)      Following  1 June  2001,  if the  Company  has  not  secured
                    Alternative  Computer  Services  it may  elect  to  continue
                    receiving the Computer  Services and Service Contract Rights
                    by giving notice, on a monthly basis, to Safety-Kleen of its
                    election to continue to receive such  Computer  Services and
                    Service  Contract  Rights,  such  notice  to be served by no
                    later than 5 days before 1 June 2001,  and thereafter 5 days
                    before the first day of each subsequent  month provided that
                    Safety-Kleen  shall be entitled to elect to cease  supplying
                    Computer Services and Service Contract Rights to the Company
                    after 31  December  2001 by serving 30 days prior  notice on
                    the  Company  of  its  intention  to  cease  supplying  such
                    services.";

2.11      Section 6.1 of the Services Agreement is replaced with the following:


                                      -2-
<PAGE>

          "In consideration of the Services, the price to be paid by the Company
          will, subject to as is hereinafter  provided,  be $1.00 per individual
          service  performed  (other than with respect to Safety Micron  Systems
          for which there shall be no fee charged) (the "Service Fee"), provided
          that for each year  commencing  on 1 January 2000 and  thereafter  the
          Service  Fee shall be adjusted as of 1 January of such year to reflect
          the  change  in the CPI (as  herein  defined)  from  the  prior  year,
          provided  further  that the  Service Fee shall be reduced to $0.75 per
          individual service performed as of the Financial Services  Termination
          Date if the Company has elected to terminate the Financial Services in
          accordance with Section 5.1 and provided  further that the Service Fee
          shall be  reduced  by an amount to be agreed  per  individual  service
          performed  if the  Company  has  elected  to  terminate  the  accounts
          receivable  and  billing  services  provided  by  Safety-Kleen  to the
          Company by serving 30 days notice on  Safety-Kleen of its intention to
          cease  receiving  such services and provided  further that the Service
          Fee shall be reduced by an amount to be agreed per individual  service
          performed  if the  Company has  elected to  terminate  the sales order
          processing services provided by Safety-Kleen to the Company by serving
          30 days' notice on  Safety-Kleen  of its intention to cease  receiving
          such services. In consideration of Safety-Kleen providing the Computer
          Services  after 1 June 2001 in accordance  with Section  5.6(ii),  the
          Service Fee shall be increased  by an  additional  25% per  individual
          service  performed after 1 June 2001. The Company shall also reimburse
          Safety-Kleen  for any out of  pocket  costs or  expenses  incurred  by
          Safety-Kleen  in providing the  Consulting  Services.  The Service Fee
          payable  hereunder  shall be payable net of the costs  incurred by the
          Company,  as verified to Safety-Kleen,  to ensure that the standard of
          the Services is the same as the standard of similar services  provided
          by  Safety-Kleen  to the  Company or any of its  subsidiary  companies
          prior to 23  December  1998.  For  purposes of this  Agreement,  "CPI"
          means,  the Consumer Price Index - All Urban Consumers (all items) for
          the United States as published by the US Department of Labour,  Bureau
          of Labour Statistics."

2.12      In Section 9.1 the words "with  Sections 3, 5.1 and 5.2" are  replaced
          with the words "with Sections 3 and Section 5".

3.        NO FURTHER AMENDMENT

          Other than as set out in clause 2 of this deed:

3.1       nothing contained in this deed shall prejudice or affect the rights of
          the parties created by the Services Agreement; and

3.2       the Services  Agreement,  as duly amended by this deed, shall continue
          in full force and effect  unless and until  terminated  in  accordance
          with its terms.

4.        FURTHER ASSURANCES

          The parties hereto  undertake to each other that they shall  forthwith
          upon the reasonable  request of the other party (and at the requesting
          parties cost) execute and deliver such further  documents and deeds as
          the other party shall reasonably  require in order to give full effect
          to the terms of this deed.


                                      -3-
<PAGE>

5.        COUNTERPARTS

          This deed may be executed in any number of counterparts by the parties
          to it on separate  counterparts,  each of which when so  executed  and
          delivered  shall be an  original  and so that all  counterparts  shall
          together constitute one and the same instrument.

6.        GOVERNING LAW

          This deed  shall be  governed  by and  construed  in  accordance  with
          English  law and the  parties  irrevocably  agree  that the  courts of
          England shall have exclusive jurisdiction to hear and decide any suit,
          action or  proceedings  and/or to settle any disputes  which may arise
          out of or in connection with this deed and, for these  purposes,  each
          party irrevocably submits to the jurisdiction of the English courts.

IN WITNESS  whereof this deed has been  executed and  delivered as a deed on the
date first above written.

Signed by                     ) /s/ Henry H. Taylor   Henry H. Taylor, President
for and on behalf of          ) /s/ Helen P. Smith    Helen P. Smith
SAFETY-KLEEN SYSTEMS, INC.    )
in the presence of:-




Signed by                     )
for and on behalf of          )  /s/ Hyman Bielsky
SAFETY-KLEEN EUROPE           )
LIMITED                       )

in the presence of:-

     /s/ P. Wilson

                                      -4-
<PAGE>

                                   EXHIBIT D

                             Dated 11 August 2000





                             SAFETY-KLEEN UK LIMITED

                                      and -

                               SAFETY-KLEEN CORP.






                       ----------------------------------
                          SHORT FORM LICENCE AGREEMENT
                       ----------------------------------





                              ASHURST MORRIS CRISP
                                 Broadwalk House
                                 5 Appold Street
                                 London EC2A 2HA

                               Tel: 0207-638 1111
                               Fax: 0207-972 7990

                                     MAL/LAK

[New York #785159 v2]
<PAGE>



                                    CONTENTS

CLAUSE                                                                      PAGE

1.   GRANT...................................................................1
2.   QUALITY.................................................................2
3.   USE OF THE TRADE MARKS..................................................2
4.   TERMINATION.............................................................3
5.   CONFIDENTIALITY.........................................................3
6.   GENERAL.................................................................3

SCHEDULE 1...................................................................5
Results of Trade Mark Searches...............................................5
SCHEDULE 2...................................................................9
Services.....................................................................9

                                        i


<PAGE>


THIS AGREEMENT is made on                                       2000
BETWEEN:-

(1)      SAFETY-KLEEN  UK  LIMITED  of  Safety-Kleen  House,  390  London  Road,
         Isleworth, Middlesex TW7 5AN (the "Licensor"); and

(2)      SAFETY-KLEEN CORP., a Delaware corporation (the "Licensee").

RECITALS

(A)      The  Licensor  is the  proprietor  of the  registered  trade  marks and
         applications  therefor (the "Trade Marks") particulars of which are set
         out in schedule 1.

(B)      The  Licensee  wishes to use the Trade Marks solely for the purposes of
         providing  certain services as described in schedule 2 (the "Services")
         at United States military bases in those  jurisdictions where the Trade
         Marks are registered (the "Military Bases") and the Licensor is willing
         to permit the  Licensee  to do so on the terms and  conditions  set out
         herein.

(C)      On June 9, 2000,  Licensee  and  certain  of its  direct  and  indirect
         subsidiaries  each filed a  voluntary  petition  in the  United  States
         Bankruptcy  Court for the  District of Delaware  initiating  cases (the
         "Cases")  under  chapter  11  of  title 11,  United  States  Code  (the
         "Bankruptcy Code") and have continued in the possession of their assets
         and in the management of their businesses pursuant to Sections 1107 and
         1108 of the Bankruptcy Code.

THE PARTIES AGREE AS FOLLOWS:-

1.       GRANT

1.1      (a)   In  consideration  of  the  sum  of  (pound  symbol) l.00 paid by
               the  Licensee  to the  Licensor,  receipt  of which the  Licensor
               acknowledges,  the  Licensor  hereby  grants to the  Licensee  an
               exclusive perpetual  royalty-free  licence to use the Trade Marks
               solely for the purpose of providing  the Services at the Military
               Bases in accordance  with  reasonable  specifications  laid down,
               directions  given,  and  information  supplied  in writing by the
               Licensor  or by  persons  authorised  to  act  on  behalf  of the
               Licensor  from time to time.  This  licence  is  personal  to the
               Licensee and the benefit of it may not be assigned,  sub-licensed
               or  otherwise  transferred  (including,  without  limitation,  by
               operation of law) or have a trust  declared over it,  without the
               prior  written  consent of the Licensor,  not to be  unreasonably
               withheld  or delayed  provided,  that  Licensee  may assign  this
               Agreement, and its rights and obligations hereunder to any of its
               Affiliates,   provided,  further,  that  it  procures  that  such
               Affiliates are bound by the provisions of this agreement.



<PAGE>


         (b)      For the  purposes of this  agreement,  "Affiliate"  means,  in
                  relation to any company,  any subsidiary or holding company of
                  such  company  or any  subsidiary  of  such  holding  company,
                  "subsidiary" and "holding company" having the meaning given to
                  them in s. 736 of the UK Companies Act 1985.

1.2      The  Licensee  will (at the  reasonable  request of Licensor and at the
         Licensee's  cost) join with the Licensor in making  applications to any
         trade mark  registries  or equivalent  in the  Jurisdictions  where the
         Military Bases are situated for the purposes of  registering  the grant
         of this licence.

1.3      The Licensee  hereby agrees that upon any amendment or  termination  of
         this  agreement  the Licensee will at the  Licensee's  cost execute any
         documents  that the  Licensor  may  reasonably  request the Licensee to
         execute for the purpose of applying for  variation or  cancellation  of
         the entry of the Licensee on any trade marks  registry or equivalent as
         a licensee of the Trade Marks.

1.4      For the avoidance of doubt  nothing in this licence shall  preclude the
         Licensor  from using the Trade Marks within the countries in which they
         are registered (or where applications therefor have been filed) for any
         purpose  whatsoever  including  in  connection  with  any  products  or
         services  it or  its  licensees  or  affiliates  provide  in or to  any
         Military Base.

2.       QUALITY

2.1      The Licensee  undertakes to conform with the high  standards of quality
         that the public has come to associate  with the Trade  Marks,  and such
         reasonable  standards as may be  prescribed  in writing by the Licensor
         from time to time and provided to  Licensee,  in relation to the use of
         the Trade Marks under this agreement and, in any event, to conform with
         a  standard  of no  lesser  quality  than  that  currently  applied  to
         Licensee's products and services.

3.       USE OF THE TRADE MARKS

3.1      The Licensee undertakes:-

         (a)    to use the Trade Marks without  alteration or  modification  and
                only  in  such   manner   and  with  such   acknowledgement   of
                proprietorship  as shall from time to time be  stipulated by the
                Licensor;

         (b)    only  to use  the Trade Marks in relation to the Services at the
                Military Bases; and

         (c)    that it  will  not do or omit to do any  act,  matter  or  thing
                reasonably likely to injure the reputation or distinctiveness of
                the Trade Marks.

3.2      The use of the  Trade  Marks by the  Licensee  shall at all times be in
         keeping with and seek to maintain their  distinctiveness and reputation
         as determined by the Licensor and the Licensee  shall  forthwith  cease
         any  use  not  consistent  therewith  as the  Licensor  may  reasonably
         require.

                                        2


<PAGE>


3.3      All use of the Trade Marks by the Licensee  shall be for the benefit of
         the Licensor and any goodwill accrued to the Licensee in respect of the
         Trade Marks shall  accrue to and be held in trust by the  Licensee  for
         the  Licensor  which  goodwill  the  Licensee  agrees  to assign to the
         Licensor at its request at any time whether during or after the term of
         this agreement.

4.       TERMINATION

4.1      The Licensor may forthwith  terminate  this agreement by written notice
         in any of the following circumstances:-

         (a)    if the  Licensee  is in breach  of any  material  obligation  or
                condition of this  agreement,  provided  that,  in the case of a
                breach capable of remedy, it shall not have been remedied within
                30 days of written notice to the Licensee  specifying the breach
                and requiring its remedy; or

         (b)    if after the  closing of all of the  Cases,  the  Licensee  once
                again becomes insolvent, has a receiver appointed over the whole
                or any part of its  assets,  enters into a  compromise  with its
                creditors  generally,  or has an order made or resolution passed
                for it to be wound up (otherwise than in furtherance of a scheme
                of amalgamation or reconstruction).

5.       CONFIDENTIALITY

         The Licensee  undertakes to keep confidential all information  imparted
         to it by the  Licensor  (save  insofar  as the same may be in,  or come
         into,  the public  domain other than by the fault of the  Licensee) and
         not to use or  disclose  the same  other  than for the  purpose of this
         agreement or as may be required by law or regulation.

6.       GENERAL

6.1      Any  notice  required  to be given  by  either  party  to the  other in
         relation to this  agreement  shall be in writing and sent by registered
         post to the last  known  address  of the  recipient  and in  absence of
         acceptable  proof of  receipt,  shall be deemed  to have been  properly
         given and received eight days after posting.

6.2      The headings in this  agreement are inserted only for  convenience  and
         shall not affect its construction.

6.3      This agreement (and any dispute,  controversy,  proceedings or claim of
         whatever  nature  arising  out  of or  in  any  way  relating  to  this
         agreement)  shall be  governed  by and  construed  in  accordance  with
         English law and the English courts shall have exclusive jurisdiction in
         relation to it.

6.4      (a)   The Licensor agrees that the  Licensee shall have  no  liability,
               and the Licensor will indemnify,  defend  and  hold  the Licensee
               harmless  from  and  against  any  and  all  damages, liabilities
               and  attorneys' fees  incurred  by the  Licensee in defending any
               third-party claims

                                        3


<PAGE>


               undertrade  mark,  unfair   competition    or   deceptive   trade
               practices  arising  exclusively out of the use by the Licensee of
               the Trade Marks  pursuant to and in accordance  with the terms of
               this agreement; provided, that the Licensee shall be obligated at
               all times to use its  reasonable  endeavours to minimise any such
               damages,  liabilities  or fees, and provided,  further,  that the
               Licensee  shall be obligated  to notify the Licensor  promptly in
               writing of any claim of any rights in the Trade Marks,  or in any
               confusingly  similar trade mark,  service mark, trade name, trade
               dress or domain  name at the  Military  Bases or any  claim  that
               Licensee's use of the Trade Marks under this Agreement  infringes
               the trade mark  rights or other  proprietary  rights of any other
               person or entity.  The Licensee shall take no action with respect
               to any such  infringement,  claim or  action  without  the  prior
               written  consent of the  Licensor  which may be  withheld  in the
               Licensor's absolute  discretion.  For the avoidance of doubt, the
               Licensor  shall not be liable to the Licensee for any indirect or
               consequential   loss  or  damage   including   loss  of  profits,
               contracts,  business or opportunity  (even if such loss or damage
               was reasonably foreseeable).

         (b)   The Licensee  agrees to  indemnify,  defend and hold the Licensor
               harmless  from and against any and all damages,  liabilities  and
               attorneys'  fees  incurred by the Licensor in defending any third
               party claims arising  exclusively from any misuse by the Licensee
               of the Trade  Marks  under  this  Agreement;  provided,  that the
               Licensor  shall be obligated  at all times to use its  reasonable
               endeavours to minimise any such damages,  liabilities or fees and
               to notify the Licensee promptly in writing after Licensor becomes
               aware of any such claim.

6.5      If any provision of this agreement is or becomes  (whether  pursuant to
         any judgment or otherwise)  invalid,  illegal or  unenforceable  in any
         respect under the law of any jurisdiction:

         (a)    the  validity,  legality  and  enforceability  under  the law of
                that jurisdiction of any other provision; and

         (b)    the validity, legality and enforceability under the law of any
                other jurisdiction of that or any other provision,

         shall not be affected or impaired in any way thereby.

6.6      This  agreement may only be amended by a document in writing  signed by
         the parties.

IN WITNESS  whereof  this  agreement  has been  executed on the date first above
written.

                                        4
<PAGE>
                                                      SCHEDULE 1
                                            RESULTS OF TRADE MARK SEARCHES
<TABLE>
/<CAPTION>
<S>                                <C>                 <C>                      <C>                 <C>
---------------------------------------------------------------------------------------------------------------------
Trade mark and number              Jurisdiction        Proprietor               Classes             Status

---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       Austria             Safety Kleen Corp.       3, 7, 37, 40        Registered
128289
--------------------------------------------------------------------------------------------------------------------
SK SAFETY KLEEN                    Austria             Safety Kleen Corp.       3, 7, 37, 40        Registered
128290
--------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Benelux             Safety Kleen Corp.       7                   Registered
334880
--------------------------------------------------------------------------------------------------------------------
SK                                 Benelux             Safety Kleen Corp.       3, 6, 37, 40        Registered
490763
--------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Benelux             Safety Kleen Corp.       3, 7, 37, 40        Registered
490764
--------------------------------------------------------------------------------------------------------------------
THE POWER OF WATER                 Benelux             Safety Kleen Corp.       3                   Registered
634449
--------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       France              Safety Kleen Corp.       7                   Registered
1321801
--------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       France              Safety Kleen Corp.       3, 7, 36, 37        Registered
1629087
--------------------------------------------------------------------------------------------------------------------
SK (and design)                    France              Safety Kleen Corp.       3, 7, 36, 37        Registered
1629088
--------------------------------------------------------------------------------------------------------------------
THE POWER OF WATER                 France              Safety Kleen Corp.       3                   Registered
98718194
--------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       Germany             Safety Kleen Corp.       36, 37, 40          Registered
1032615
--------------------------------------------------------------------------------------------------------------------

</TABLE>

                                                           5
<PAGE>
<TABLE>
<CAPTION>
<S>                                <C>                 <C>                      <C>                 <C>
---------------------------------------------------------------------------------------------------------------------
Trade mark and number              Jurisdiction        Proprietor               Classes             Status

---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       Germany             Safety Kleen Corp.       7                   Registered
965607.
--------------------------------------------------------------------------------------------------------------------
SK SAFETY KLEEN (and design)       Germany             Safety Kleen Corp.       7                   Registered
971195
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    Germany             Safety Kleen Corp.       1, 36, 37, 40       Registered
2027900
---------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Germany             Safety Kleen Corp.       1, 37, 40           Registered
2029187
---------------------------------------------------------------------------------------------------------------------
WE CARE (and design)               Germany             Safety Kleen Corp.       35, 42              Registered
2092791
---------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Italy               Safety Kleen Corp.       7                   Registered
435875
---------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN (and design)          Italy               Safety Kleen Corp.       3, 7, 40, 42        Registered
603612
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    Italy               Safety Kleen Corp.       3, 40, 42           Registered
603613
---------------------------------------------------------------------------------------------------------------------
WE CARE (and design)               Italy               Safety Kleen Corp.       42                  Registered
686218
---------------------------------------------------------------------------------------------------------------------
THE POWER OF WATER                 Italy               Safety Kleen Corp.       3                   Pending
98743
---------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Italy               Safety Kleen Corp.       7                   Registered
323707
---------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Spain               Safety Kleen Corp.       7                   Registered
1115714
---------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Spain               Safety-Kleen Corp.       37                  Registered
1115715
---------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Spain               Safety-Kleen Corp.       3                   Registered
1115716
---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       6
<PAGE>
<TABLE>
<CAPTION>
<S>                                <C>                 <C>                      <C>                 <C>
---------------------------------------------------------------------------------------------------------------------
Trade mark and number              Jurisdiction        Proprietor               Classes             Status

---------------------------------------------------------------------------------------------------------------------
SK (and design)                    Spain               Safety Kleen Corp.       37                  Registered
1605914
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    Spain               Safety Kleen Corp.       40                  Registered
1605915
---------------------------------------------------------------------------------------------------------------------
WE CARE (and design)               Spain               Safety Kleen Corp.       35                  Application
1793171
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    Spain               Safety Kleen Corp.       3                   Registered
2059514
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    Spain               Safety Kleen Corp.       40                  Registered
2059515
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    Spain               Safety Kleen Corp.       7                   Registered
1605913
---------------------------------------------------------------------------------------------------------------------
THE POWER OF WATER                 Spain               Safety Kleen Corp.       3                   Registered
2148516
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    United Kingdom      Safety-Kleen Corp.       3                   Registered
1225688
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    United Kingdom      Safety-Kleen Corp.       7                   Registered
1225689
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    United Kingdom      Safety-Kleen Corp.       37                  Registered
1274974
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    United Kingdom      Safety-Kleen Corp.       40                  Registered
1288712
---------------------------------------------------------------------------------------------------------------------
SK SAFETY KLEEN (and design)       United Kingdom      Safety-Kleen Corp.       3                   Registered
1225686
---------------------------------------------------------------------------------------------------------------------
SK SAFETY KLEEN (and design)       United Kingdom      Safety-Kleen Corp.       7                   Registered
1225687
---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                           7
<PAGE>
<TABLE>
<CAPTION>
<S>                                <C>                 <C>                      <C>                 <C>
---------------------------------------------------------------------------------------------------------------------
Trade mark and number              Jurisdiction        Proprietor               Classes             Status

---------------------------------------------------------------------------------------------------------------------
SK SAFETY KLEEN (and design)       United Kingdom      Safety-Kleen Corp.       37                  Registered
1274975
---------------------------------------------------------------------------------------------------------------------
SK SAFETY KLEEN (and design)       United Kingdom      Safety-Kleen Corp.       40                  Registered
1288711
---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       United Kingdom      Safety-Kleen Corp.       37                  Registered
B1472923
---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN (and design)          United Kingdom      Safety Kleen Corp.       3                   Registered
B1472921
---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       United Kingdom      Safety Kleen Corp.       40                  Registered
B1472924
---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN (and design)          United Kingdom      Safety Kleen Corp.       7                   Registered
1472922
---------------------------------------------------------------------------------------------------------------------
</TABLE>


[New York #785159 v2]
                                                           8
<PAGE>
                                   SCHEDULE 2
                                    Services

The  supplying of products  and services at the Military  Bases;  provided  that
such products or services do not compete with  products or services  supplied or
offered for supply by Licensor and its Affiliates in the European state in which
the Military Base is located.


                                       9
<PAGE>

Signed by                     )
SAFETY-KLEEN UK LIMITED       )  /s/ Hyman Bielsky
on behalf of                  )  /s/ Peter L. Gillson
in the presence of:-          )



Signed by                     )
SAFETY-KLEEN CORP.            )  /s/ Henry H. Taylor   Secretary
on behalf of                  )  /s/ Helen P. Smith    Helen P. Smith
in the precence of:-          )


                                       10
<PAGE>


                         Dated 11 August 2000






                               SAFETY-KLEEN CORP.

                                      and -

                           SAFETY KLEEN SYSTEMS, INC.

                                      and -

                             SAFETY-KLEEN UK LIMITED















                       ----------------------------------
                          DEED OF TRADE MARK ASSIGNMENT
                       ----------------------------------



                              ASHURST MORRIS CRISP
                                 Broadwalk House
                                 5 Appold Street
                                 London EC2A 2HA

                               Tel: 0207-638 1111








[New York #784329 v4]



<PAGE>


THIS DEED is made on 11 August 2000

BETWEEN:-

(1)      Safety-Kleen Corp., a Delaware corporation (the "Assignor");

(2)      Safety-Kleen Systems, Inc. a Wisconsin corporation ("SK, Inc."); and

(3)      Safety-Kleen  UK  Limited,  a  company  incorporated  under the Laws of
         England and Wales under company number 1190039 whose registered  office
         is at Safety-Kleen House, 390 London Road, Isleworth, Middlesex TW7 5AN
         ("the Assignee").

RECITALS

(A)      The Assignor is the legal and beneficial  owner of:  (i) the registered
         trade  marks set out in Schedule 1 (the  "Trade  Marks");  and (ii) all
         other  trade  marks  (both   registered   and   unregistered   and  any
         applications for registration therefor),  trade names, logos and get-up
         the same as or similar to the Trade Marks in the  Territory (as defined
         below) owned by the Assignor and any domain names  incorporating any of
         them which are registered  solely in any  Jurisdiction in the Territory
         by the Assignor or any of its  Affiliates (as defined below) other than
         by Safety-Kleen Europe Limited or any of its wholly-owned  subsidiaries
         (together, the "Other Marks").

(B)      The parties to this deed have agreed that the Assignor shall assign the
         Trade  Marks and the Other  Marks to the  Assignee on the terms set out
         herein and to execute this  assignment  and that the trade mark licence
         attached  as  appendix  I  (the  "Licence")  should  be  terminated  in
         accordance with the terms of this deed.

(C)      On June 9, 2000,  Assignor  and  certain  of its  direct  and  indirect
         subsidiaries  each filed a  voluntary  petition  in the  United  States
         Bankruptcy Court for the District of Delaware (the "Bankruptcy  Court")
         initiating  cases (the "Cases")  under  chapter 11 of title 11,  United
         States  Code  (the  "Bankruptcy   Code")  and  have  continued  in  the
         possession of their assets and in the  management  of their  businesses
         pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

THE PARTIES AGREE AS FOLLOWS:-

1.       (a)      For good and valuable consideration,  the Assignor does HEREBY
                  ASSIGN and transfer to the Assignee:

                  (i)    with full title guarantee all of its right,  title  and
                         interest in and to the Trade Marks; and

                  (ii)   all of its  right,  title  and  interest  in and to the
                         Other  Marks,  or  shall  procure  the  assignment  and
                         transfer  to  the  Assignee  of  all  right  title  and
                         interest in and to the


<PAGE>


                         Other  Marks to the extent they are owned by any of the
                         Licensor's  Affiliates,  other than Safety-Kleen Europe
                         Limited or any of its subsidiaries,

                  in each case,  including  all  statutory and common law rights
                  attaching thereto and the right to sue for past  infringements
                  and to retain any damages obtained as a result of such action.

         (b)      For the purposes of this deed,  "Affiliate" means, in relation
                  to any  company  any  subsidiary  or  holding  company of such
                  company   or  any   subsidiary   of  such   holding   company,
                  "subsidiary" and "holding company" having the meaning given to
                  them in s. 736 of the UK Companies Act 1985.

2.       For the  purposes  of this  deed,  the  "Territory"  shall  mean  those
         countries listed and described in Schedule 2 attached.

3.       The Assignor  confirms  that this  assignment is made with the goodwill
         attaching  to the Trade Marks and the Other  Marks and the  goodwill of
         the  business  in which the Trade  Marks and the Other  Marks have been
         used by the Assignor (and the Assignee as licensee under the Licence).

4.       The Assignor shall at the expense of the Assignee  co-operate  with the
         Assignee  and do and  execute or procure  that there  shall be done and
         executed all such  documents,  deeds,  matters,  acts and things as the
         Assignee may at any time reasonably  require  properly to vest title in
         the Trade  Marks and the Other  Marks or any one or more of them in the
         Assignee  or otherwise to perfect the assignment to the Assignee of the
         title thereto.

5.       The  Assignor  warrants to the  Assignee  that it is the sole legal and
         beneficial owner of the Trade Marks free and clear of all claims, liens
         and any encumbrances of any type whatsoever ("Encumbrances") and:

         (a)      in respect of each of the registered Trade Marks that:

                  (i)      save for the Assignee,  the Assignor has appointed no
                           registered  users  or  licensees  of any of them  nor
                           given any person any permission to use any of them;

                  (ii)     the Assignor has no knowledge of:

                           (A)      any  infringement of the registration of any
                                    of them or any reason  why any  registration
                                    may be  capable  of being  removed  from any
                                    trade   marks   register   for  any   reason
                                    whatsoever;

                           (B)      any third party  objecting to the Assignor's
                                    use,  registration  of  or  application  for
                                    those Trade Marks (as the case may be); or

                           (C)      any  unauthorised  or infringing  use of the
                                    registered Trade Marks.

                                        2


<PAGE>


                           (C)      any  unauthorised  or infringing  use of the
                                    registered Trade Marks.

         For the  purposes  of this  assignment,  "knowledge"  means the  actual
         knowledge of the directors and executive officers of the Assignor after
         having  made  all  reasonable  enquiries  of the  Assignor's  employees
         responsible  for the Trade  Marks  and/or its trade mark  lawyers  with
         respect to the Trade Marks.

         (b)      in respect of each of the unregistered Trade Marks that:

                  (i)      the  Assignor  has given no  permission  to any third
                           party to use any of them; and

                  (ii)     to  the  Assignor's  knowledge  they  are  valid  and
                           subsisting  and no  proceedings  or claims  have been
                           brought or threatened in relation to them.

6.       The Assignor further warrants to the Assignee that:

         (a)      the Assignor has obtained all corporate authorisations and all
                  other applicable governmental,  statutory, regulatory or other
                  consents,  licences, waivers or exemptions required to empower
                  it to enter into and perform its  obligations  under this deed
                  and each  document  to be  executed  by it pursuant to or as a
                  result of this deed;

         (b)      other than the  transfer  effected  by this deed,  there is no
                  agreement,  arrangement  or  obligation  requiring  the  sale,
                  transfer  or  licence,  or the  grant to a person of the right
                  (conditional or not) to require the sale,  transfer or licence
                  of the Trade Marks;

         (c)      it is not a party to any suit,  action or  proceeding  and has
                  not brought any suit,  action or proceeding  against any third
                  party for any cause of action relating to the Trade Marks;

         (d)      it  is  not a  party  to  any  co-existence,  delimitation  or
                  settlement  agreement  whose  terms  relate  to the use of the
                  Trade Marks in any way or in any place.

7.1      Each of the  parties to this deed  irrevocably  agrees that the Licence
         shall be  brought  to an end from the date of this  deed,  and that the
         rights and  obligations  of the  parties  thereto  shall be  terminated
         forthwith,  save that  neither  party to this deed  releases  the other
         party from any rights  that it may have  against  the other  party as a
         consequence  of a third party bringing a claim against a party and such
         claim arises from,  is based upon, or is otherwise  attributable  to an
         act or omission of the other party under the Licence.

7.2      Each of the parties agrees that the  termination  provisions set out in
         section 7 of the  Licence,  including  any  payments to  reimburse  the
         parties  thereto,  shall not be  enforceable  and that other than under
         section 7.1 of this deed, no party to the Licence shall have a right of
         action, howsoever arising, under the Licence against any other party to
         the Licence.

                                        3


<PAGE>


8.1      This deed may be executed in  any number of counterparts which together
         shall  constitute  one deed.  Any  party  may  enter  into this deed by
         executing a  counterpart  and this deed shall not take effect  until it
         has been executed by all parties.

8.2      Delivery of an executed  counterpart  of a signature  page by facsimile
         transmission  shall take effect as delivery of an executed  counterpart
         of this deed provided that, if such method is adopted, each party shall
         provide the others with the original of such page as soon as reasonably
         practicable thereafter.

9.1      Subject to Section 9.3, the parties  hereby  irrevocably  submit to the
         exclusive  jurisdiction of the United States  Bankruptcy  Court for the
         District  of  Delaware  for the  purpose  of any  action or  proceeding
         arising  out of or  relating  to  this  deed  and  the  parties  hereby
         irrevocably  agree  that  all  claims  in  respect  of such  action  or
         proceeding  shall be heard and  determined  in such court.  The parties
         agree  that a final  judgement  in any  action or  proceeding  shall be
         conclusive  and may be enforced in other  jurisdictions  by suit on the
         judgement or in any other manner provided by law.

9.2      This  deed  (and  any  dispute,  controversy,  proceedings  or claim of
         whatever  nature  arising out of or in any way relating to this deed or
         its  promotion)  shall be governed by and construed in accordance  with
         English law provided  that this clause  shall not affect the  agreement
         between the parties  hereto with  respect to the  governing  law of the
         terms of the letter between the Assignor  and the Assignee known as the
         trade mark side letter (the "Side Letter").

9.3      In the event the Bankruptcy Court shall not have  jurisdiction or shall
         decline  jurisdiction over any such action or proceeding for any reason
         whatsoever,  each of the parties to this deed  irrevocably  agrees that
         the courts of England  shall have  exclusive  jurisdiction  to hear and
         decide any suit,  action or  proceedings  and/or to settle any disputes
         which may arise out of or in  connection  with this deed and, for these
         purposes,  each party  irrevocably  submits to the  jurisdiction of the
         courts of  England  provided  that this  clause  shall not  affect  the
         agreement  between the parties  hereto with  respect to the  applicable
         jurisdiction governing the terms of the Side Letter.

                                        4
<PAGE>


IN WITNESS  whereof this agreement has been executed as a deed on the date first
above written.

Signed as a deed by                             )
SAFETY-KLEEN CORP.                              )
Acting by a director and its secretary/two      )
directors                                       )

        /s/ D E Thomas
 ..............................................
                                                 Signature of director

        David E. Thomas, Jr.
 ..............................................
                                                 Name of director

        /s/ Henry H. Taylor
 ..............................................
                                                 Signature of director/secretary

        Henry H. Taylor
 ..............................................
                                                 Name of director/secretary

Signed as a deed by                             )
SAFETY-KLEEN SYSTEMS, INC.                      )
Acting by a director and its secretary/two      )
directors                                       )

        /s/ Henry H. Taylor
 ..............................................
                                                 Signature of director

        Henry H. Taylor
 ..............................................
                                                 Name of director

        /s/ H. Lynn Boyette
 ..............................................
                                                 Signature of director/secretary

        H. Lynn Boyette
 ..............................................
                                                 Name of director/secretary



                                        2
<PAGE>

Signed as a deed by                             )
SAFETY-KLEEN UK LIMITED                         )
Acting by a director and its secretary/two      )
directors                                       )

        /s/ Hyman Bielsky
 ..............................................
                                                 Signature of director

        Hyman Bielsky
 ..............................................
                                                 Name of director

        /s/ N. Thomback
 ..............................................
                                                 Signature of director/secretary

        Nigel Thomback
 ..............................................
                                                 Name of director/secretary


                                       3



<PAGE>
                                                      SCHEDULE 1
                                            RESULTS OF TRADE MARK SEARCHES
<TABLE>
/<CAPTION>
<S>                                <C>                 <C>                      <C>                 <C>
---------------------------------------------------------------------------------------------------------------------
Trade mark and number              Jurisdiction        Proprietor               Classes             Status

---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       Austria             Safety Kleen Corp.       3, 7, 37, 40        Registered
128289
---------------------------------------------------------------------------------------------------------------------
SK SAFETY KLEEN                    Austria             Safety Kleen Corp.       3, 7, 37, 40        Registered
128290
---------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Benelux             Safety Kleen Corp.       7                   Registered
334880
---------------------------------------------------------------------------------------------------------------------
SK                                 Benelux             Safety Kleen Corp.       3, 6, 37, 40        Registered
490763
---------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Benelux             Safety Kleen Corp.       3, 7, 37, 40        Registered
490764
---------------------------------------------------------------------------------------------------------------------
THE POWER OF WATER                 Benelux             Safety Kleen Corp.       3                   Registered
634449
---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       France              Safety Kleen Corp.       7                   Registered
1321801
---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       France              Safety Kleen Corp.       3, 7, 36, 37        Registered
1629087
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    France              Safety Kleen Corp.       3, 7, 36, 37        Registered
1629088
---------------------------------------------------------------------------------------------------------------------
THE POWER OF WATER                 France              Safety Kleen Corp.       3                   Registered
98718194
---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       Germany             Safety Kleen Corp.       36, 37, 40          Registered
1032615
---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       Germany             Safety Kleen Corp.       7                   Registered
965607
---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN (and design)          Germany             Safety Kleen Corp.       7                   Registered
---------------------------------------------------------------------------------------------------------------------

*The parties acknowledge that necessary filings have not been made to renew these registrations and therefore they
may be removed from the applicable trademark registry.


</TABLE>

                                                           5
<PAGE>
<TABLE>
<CAPTION>
<S>                                <C>                 <C>                      <C>                 <C>
---------------------------------------------------------------------------------------------------------------------
Trade mark and number              Jurisdiction        Proprietor               Classes             Status

---------------------------------------------------------------------------------------------------------------------
971195
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    Germany             Safety Kleen Corp.       1, 36, 37, 40       Registered
2027900
---------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Germany             Safety Kleen Corp.       1, 37, 40           Registered
2029187
--------------------------------------------------------------------------------------------------------------------
WE CARE (and design)               Germany             Safety Kleen Corp.       35, 42              Registered
2092791
--------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Italy               Safety Kleen Corp.       7                   Registered
435875
--------------------------------------------------------------------------------------------------------------------
SK (and design)                    Italy               Safety Kleen Corp.       3, 7, 40, 42        Registered
603612
--------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN (and design)          Italy               Safety Kleen Corp.       3, 40, 42           Registered
603613
--------------------------------------------------------------------------------------------------------------------
WE CARE (and design)               Italy               Safety Kleen Corp.       42                  Registered
686218
--------------------------------------------------------------------------------------------------------------------
THE POWER OF WATER                 Italy               Safety Kleen Corp.       3                   Pending
98743
--------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Italy               Safety Kleen Corp.       7                   Registered
323707
--------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Spain               Safety Kleen Corp.       7                   Registered
1115714
--------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Spain               Safety Kleen Corp.       37                  Registered
1115715
--------------------------------------------------------------------------------------------------------------------
SAFETY-KLEEN                       Spain               Safety Kleen Corp.       3                   Registered
1115716
--------------------------------------------------------------------------------------------------------------------
SK (and design)                    Spain               Safety Kleen Corp.       37                  Registered
1605914
--------------------------------------------------------------------------------------------------------------------
SK (and design)                    Spain               Safety Kleen Corp.       40                  Registered
---------------------------------------------------------------------------------------------------------------------

*The acknowledgment made on the previous page is made also in respect of this mark.


</TABLE>


                                       6
<PAGE>
<TABLE>
<CAPTION>
<S>                                <C>                 <C>                      <C>                 <C>
---------------------------------------------------------------------------------------------------------------------
Trade mark and number              Jurisdiction        Proprietor               Classes             Status

---------------------------------------------------------------------------------------------------------------------
2059514
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    Spain               Safety Kleen Corp.       40                  Registered
2059515
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    Spain               Safety Kleen Corp.       7                   Registered
1605913
---------------------------------------------------------------------------------------------------------------------
THE POWER OF WATER                 Spain               Safety Kleen Corp.       3                   Registered
2148516
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    United Kingdom      Safety-Kleen Corp.       3                   Registered
1225688
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    United Kingdom      Safety-Kleen Corp.       7                   Registered
1225689
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    United Kingdom      Safety-Kleen Corp.       37                  Registered
1274974
---------------------------------------------------------------------------------------------------------------------
SK (and design)                    United Kingdom      Safety-Kleen Corp.       40                  Registered
1288712
---------------------------------------------------------------------------------------------------------------------
SK SAFETY KLEEN (and design)       United Kingdom      Safety-Kleen Corp.       3                   Registered
1225686
---------------------------------------------------------------------------------------------------------------------
SK SAFETY KLEEN (and design)       United Kingdom      Safety-Kleen Corp.       7                   Registered
1225687
---------------------------------------------------------------------------------------------------------------------
SK SAFETY KLEEN (and design)       United Kingdom      Safety-Kleen Corp.       37                  Registered
1274975
---------------------------------------------------------------------------------------------------------------------
SK SAFETY KLEEN (and design)       United Kingdom      Safety-Kleen Corp.       40                  Registered
1288711
---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       United Kingdom      Safety Kleen Corp.       37                  Registered
B1472923
---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN (and design)          United Kingdom      Safety Kleen Corp.       3                   Registered
B1472921
---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN                       United Kingdom      Safety Kleen Corp.       40                  Registered
B1472924
---------------------------------------------------------------------------------------------------------------------
SAFETY KLEEN (and design)          United Kingdom      Safety Kleen Corp.       7                   Registered
---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                           7
<PAGE>
<TABLE>
<CAPTION>
<S>                                <C>                 <C>                      <C>                 <C>
---------------------------------------------------------------------------------------------------------------------
Trade mark and number              Jurisdiction        Proprietor               Classes             Status

---------------------------------------------------------------------------------------------------------------------
1472922
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                           8
<PAGE>

                                   SCHEDULE 2
                                   Territory

All of the countries  within the area  indicated on the attached map  including,
without limitation, Austria, Belgium, Denmark, Finland, France, Germany, Greece,
Ireland,  Italy,  Luxembourg,  The Netherlands, Portugal,  Spain, Sweden, United
Kingdom,  Poland,  the Czech Republic,  Hungary,  Switzerland,  Norway,  Turkey,
Slovakia,  Iceland,  and  any  dependent  territories  of any  of the  foregoing
countries which are located on the continent of Europe.



<PAGE>


   Inserted here is a map of the territories indicated on the previous page.



<PAGE>


                                   Appendix I
                          Trademark Licence Agreement



                                        4
<PAGE>



                           TRADEMARK LICENSE AGREEMENT


                TRADEMARK LICENSE AGREEMENT,  dated as of December 23, 1998 (the
"AGREEMENT"),  by and between SAFETY-KLEEN SYSTEMS, INC. a Wisconsin corporation
("S-K"), and Safety-Kleen UK Limited, a corporation  organized under the laws of
the United Kingdom ("Licensee").

                                   WITNESSETH:

                WHEREAS, SK Europe, Inc., an indirect wholly-owned subsidiary of
S-K ("SKE,"), and Licensee have entered into a Contribution Agreement,  dated as
of December 23, 1998 (the "Contribution Agreement"), pursuant to which SKE shall
receive  shares  of  Licensee  and  other  consideration  in  exchange  for  its
contribution of the Shares (as defined in the Contribution Agreement) of certain
of its subsidiaries to Licensee; and

                WHEREAS, as a condition to the consummation of the Contributions
(as defined in the Contribution Agreement) under the Contribution Agreement, S-K
and Licensee have agreed to enter into a license  agreement for the licensing of
the Marks (as defined below) by S-K to Licensee; and

                  WHEREAS,  S-K  desires  to  license  and  Licensee  desires to
acquire a license to use the Marks  solely in  connection  with the Business (as
defined  below)  of  Licensee  pursuant  to the  terms  and  conditions  of this
Agreement; and

                WHEREAS,  prior to the date hereof,  S-K licensed certain of its
intellectual  property  to the  Subsidiaries  (as  defined  herein)  pursuant to
certain  arrangements  (the  "Prior  Royalty   Arrangements")  under  which  the
Subsidiaries  made royalty payments to S-K and the parties now wish to terminate
these arrangements and enter into this Agreement.

                  NOW THEREFORE,  in  consideration  of the mutual covenants and
agreements  hereinafter set forth,  and for good  consideration  acknowledged by
each of them to be  satisfactory  and  adequate,  the  parties  hereby  agree as
follows:

                            SECTION 1 DEFINED TERMS.

                As used in this  Agreement,  the  terms  below  shall  have  the
following definitions:

                1.1 "AGREEMENT": As defined in the Preamble.



<PAGE>
                                                                               2


                1.2  "BUSINESS": The Operation and management of the business of
Licensee  as it  relates  to the parts  cleaner  and paint gun  cleaner  service
business  as  well as the  hazardous  and/or  industrial  waste  collection  and
handling,  transportation,  treatment,  recycling,  storage,  sale  of car  care
chemicals and allied  products  and  disposal  business and other  businesses as
may be approved  in writing by S-K in its sole  discretion;  PROVIDED,  however,
that if  Licensee  enters into a new line of  business  in  accordance  with the
Shareholder  Agreements and so long as S-K owns,  directly or  indirectly,  more
than thirty-three percent (33 %) of the voting stock of Licensee,  such new line
of business shall be deemed a part of the Business.

                1.3   "CONFIDENTIAL  INFORMATION":  Any information and material
designated as proprietary or confidential by either party.

                1.4   "CONTRIBUTION AGREEMENT": As defined in the Preamble.

                1.5   "CURE PERIOD": As defined in Section 7.2(b).

                1.6   "EFFECTIVE DATE": December 23, 1998.

                1.7   "LICENSEE INDEMNITEE": As defined in Section 6.2.

                1.8   "LOSSES": As defined in Section 6.1.1.

                1.9   "LISTING":  As defined in the Articles of  Association  of
Safety-Kleen Europe Limited, adopted by written resolution on December 23, 1998.

                1.10  "MARKS":   The trademarks  and  service  marks  listed  on
Exhibit A.


                1.11  "MATERIAL  BREACH": A breach of this Agreement by Licensee
(whether by act or omission)  which,  in the reasonable  written opinion of S-K,
materially damages the value or validity of the Marks.

                1.12  "PRIOR ROYALTY ARRANGEMENTS": As defined in the Preamble.


                1.13  "SHAREHOLDER AGREEMENTS": The Subscription and Shareholder
Agreement dated as of the Effective Date,  among S-K,  Licensee and the managers
identified therein and the Articles of Association of the Licensee adopted as of
the Effective Date.

                1.14  "S-K": As defined in the Preamble.

                1.15  "SKE": As defined in the Preamble.


<PAGE>
                                                                               3


                1.16  "SUBSIDIARIES": The subsidiaries, of Licensee as listed on
Exhibit E, as such  Exhibit  may be  amended  from  time to time  upon the prior
written approval of S-K in it sole discretion;  provided,  however,  if Licensee
acquires or forms an entity in accordance with the Shareholder Agreements and so
long as S-K owns, directly or indirectly,  more than thirty-three percent  (33%)
of the voting stock of Licensee, such entity shall be deemed a Subsidiary.

                1.17  "TRADEMARK LICENSE TERRITORY": As defined in Section 2.3.


                          SECTION 2 TRADEMARK LICENSE.

                2.1   GRANT OF TRADEMARK LICENSE. In consideration of the mutual
covenants,  agreements,  terms and conditions provided herein, S-K hereby grants
to Licensee an exclusive,  perpetual  (unless otherwise  terminated  pursuant to
SECTION 7), nontransferable(except to the extent contemplated by this Agreement)
license  to use the  Marks  and the  goodwill  associated  with the Marks in the
countries set forth in the Trademark License Territory solely in connection with
the Business. S-K retains all rights relating to the Marks not expressly granted
to Licensee hereunder,  including without limitation, the right to use the Marks
outside the Trademark  License Territory for any purpose  whatsoever;  PROVIDED,
however, that without the prior consent of Licensee in its sole discretion,  S-K
shall not use the Marks inside the Trademark  License  Territory for any purpose
other than for uses that are related to the  businesses  conducted  by S-K which
involve contracts for on site services at U.S. military bases.

                2.2   TERM. The term of this Agreement  shall commence as of the
Effective  Date of this  Agreement and continue in perpetuity  unless  otherwise
terminated pursuant to SECTION 7.

                2.3   TERRITORY.  Licensee's right to use the  Marks is  limited
geographically  to the  countries  listed on  Exhibit  B  attached  hereto  (the
"Trademark License Territory"), as such Exhibit may be amended from time to time
with S-K's prior written  approval in its sole  discretion;  PROVIDED,  however,
that (i) if Licensee  wishes to extend the  Trademark  License  Territory to any
country within the European  Union,  S-K's approval of such country shall not be
unreasonably  withheld or (ii) if the  Business  of the  Licensee  expands  into
additional  countries in accordance with the Shareholder  Agreements and so long
as S-K owns,  directly or indirectly,  more than thirty-three  percent (33 %) of
the  voting  stock of  Licensee,  such  country  shall  be  deemed a part of the
Trademark  License  Territory.  S-K shall ensure that the  registrations  of the
Marks cover and, if  applicable,  are  extended to cover the  Trademark  License
Territory,  to the extent that  registrations  are  available  in the  Trademark
License Territory,  as Licensee may reasonably  request,  PROVIDED that Licensee
shall  bear all costs  related  to such  additional  application,  issuance  and
registration and S-K shall bear any reasonable maintenance costs thereafter.


<PAGE>
                                                                               4


                2-4   SUBLICENSE. Licensee shall not sublicense the right to use
any of the Marks  without  the  prior  written  consent  of S-K.  Any  agreement
pursuant to which Licensee grants such sublicense shall contain clauses that (i)
obligate the  sublicensee  to the terms and conditions of this  Agreement,  (ii)
require the Licensee to remain fully  obligated by the terms and  conditions  of
this Agreement and (iii) cause such sublicense to terminate  simultaneously with
the  termination  of this  Agreement.  Licensee  shall  provide S-K with a fully
executed copy of each such sublicense agreement.  Notwithstanding the provisions
Of this SECTION 2.4,  Licensee may  sublicense the right to use the Marks to the
Subsidiaries  without entering into a written  sublicense  agreement and without
obtaining  S-K's  prior  written  consent;  PROVIDED,  however,  that  (i)  such
sublicensees  shall be  obligated  by all  provisions  of this  Agreement,  (ii)
Licensee  shall  remain  fully  obligated  and  liable  under  the terms of this
Agreement for such  sublicensees' use of the Marks,  (iii) such sublicense shall
terminate  simultaneously  with the  termination  of this Agreement and (iv) any
sublicense with a particular  Subsidiary shall immediately  terminate consistent
with  the  terms  of  this  Agreement  upon  that  Subsidiary  ceasing  to  be a
Subsidiary.  Licensee hereby  covenants and agrees to immediately  terminate any
sublicense agreement,  pursuant to the terms of that sublicense agreement, upon.
a breach thereof by the sublicensee of that sublicense agreement.

                  SECTION 3 QUALITY STANDARDS AND MAINTENANCE.

                3.1   QUALITY STANDARDS.  The nature  and quality of  Licensee's
use of the  Marks,  whether  as a  corporate  name  or in the  operation  of the
Business  shall  conform  to all  standards  of  quality  established  by S-K as
specified  in Exhibit C attached  hereto,  as such  standards  of quality may be
reasonably amended from time to time in S-K's sole discretion.

                3.2   FORM OF USE. Licensee may use the Marks only in accordance
with  the  operation  of the  Business.  Licensee  shall  not use the  Marks  in
combination with any other  trademark,  service mark,  business name,  design or
logo  without  the prior  written  approval of S-K.  Licensee  shall (i) use its
reasonable,  diligent efforts to identify the Marks as registered trademarks and
services marks, as applicable,  by having the appropriate notice of registration
and all other notice and legends  associated  therewith  which  conform with the
requirements of law of the countries in which the Marks are licensed to be used,
(ii)  maintain the quality of the products and services  offered under each Mark
as specified in this SECTION 3 of this  Agreement and (iii) not adopt or use any
trademark which is confusingly similar or colorable imitation of any Mark.

                3.3   QUALITY MAINTENANCE.  Licensee shall cooperate with S-K in
facilitating  S-K's  control  of the  nature  and  quality  of the goods sold or
services  provided  in  connection  with any of the  Marks.  Licensee  shall (i)
whenever  reasonably  requested by S-K in writing,  submit to S-K samples of any
goods bearing


<PAGE>
                                                                               5

any of the Marks,  (ii)  whenever  reasonably  requested  by S-K,  submit to S-K
samples  of  any  materials,   printed  or  in  any  other  media,   bearing  or
incorporating  the  Mark to be  distributed  in  connection  with  the  goods or
services provided in connection with the Business, and (iii) use its reasonable,
diligent  efforts to comply with all applicable  laws and regulations and obtain
and maintain in effect all appropriate  government  approvals in connection with
(a) all goods and services  provided  under the Marks pursuant to this Agreement
and (b) any  distribution  or  advertising  relating  to all goods and  services
provided under the Marks pursuant to this Agreement.  Any failure by Licensee to
comply with any of the provisions of this SECTION 3 (including  Exhibit C) shall
be deemed a Material  Breach and  termination  provisions set forth in SECTION 7
shall apply.

                3.4   INSPECTIONS. S-K or its authorized agent or representative
shall have,  upon reasonable  written notice,  the right to enter and inspect at
any  time  during  working  hours  the  Business  premises  for the  purpose  of
ascertaining  that  Licensee is  maintaining  the quality  control  standards in
accordance with this SECTION 3 of this Agreement.

              SECTION 4 OWNERSHIP OF MARKS: INFRINGEMENT ACTIONS.

                4.1   OWNERSHIP OF MARKS.  Licensee  agrees that  all  right and
title in the Marks  are the  exclusive  property  of S-K and that all use of the
Marks and all goodwill  connected  therewith  shall inure to the sole benefit of
S-K. Licensee has no right,  title or interest in or to any of the Marks,  other
than the. privilege and license during the term of this Agreement to display and
use the same according to the provisions of this Agreement.

                4.2   ASSERTION OF CLAIM. Licensee now asserts no claim and will
hereafter assert no claim to any goodwill,  reputation or ownership of the Marks
by virtue of the licensed use hereof or otherwise.  Licensee  agrees that at any
time it will not knowingly do or knowingly  permit to be done or knowingly  omit
to do any act in derogation of the rights of S-K in connection with the Marks or
whereby any Mark may become invalidated or impaired in any way either during the
term of this  Agreement or  thereafter.  Licensee shall not do any act that uses
any Marks to knowingly  infringe the  intellectual  property rights of any other
person.

                4.3  INFRINGEMENT. Each of S-K and Licensee agrees upon becoming
aware  thereof  to  promptly  notify  the  other  party  in  writing  of (i) any
conflicting uses of, or any applications or registrations to use, any mark, name
symbol,  device or word which  would  constitute  an act of  infringement  or of
unfair  competition  in  relation  to the  Marks  or (ii)  any  wrongful  use or
infringement of the Marks which may cause any of the Marks to become  forfeited,
abandoned  or  dedicated  to the  public,  including,  without  limitation,  the
institution of, or any such  determination  or development in, any proceeding in
the United States Patent and Trademark Office or


<PAGE>
                                                                               6


any  court or  tribunal  in the  Trademark  License  Territory  regarding  S-K's
ownership  or the  validity  of, any of the Marks or S-K's right to register the
same or to own and maintain the same.

                4.3.1 S-K shall have the first right, but not the obligation, to
institute,  prosecute and control any action or  proceeding  with respect to any
such  infringement,  unfair  competition  or wrongful use of any of the Marks by
counsel of its own  choice.  Licensee  shall fully  cooperate  with S-K at S-K's
request in the  prosecution  of such action or proceeding.  S-K shall  reimburse
Licensee for all reasonable  costs incurred by Licensee in connection with -such
cooperation.  If S-K  reasonably  determines  that Licensee is an  indispensable
party to the  action,  Licensee  hereby  consents  to be joined.  In such event,
Licensee shall have the right to be represented in that action by counsel of its
own choice and at Licensee's expense;  PROVIDED,  however, that Licensee may not
enter into any settlement,  consent judgment,  other voluntary final disposition
or appeal any judgment of any such action  without the prior written  consent of
S-K, such approval not to be unreasonably withheld.

                      4.3.2   If S-K  determines against  bringing an  action or
proceeding  within a period of thirty (30) days after  receiving  written notice
from Licensee of any infringement of the Marks, Licensee shall have the right to
bring and control any such action by counsel of its own choice and expense  upon
S-K's prior written  approval,  such approval not to be  unreasonably  withheld;
PROVIDED,  however,  that  Licensee may not enter into any  settlement,  consent
judgment,  other voluntary final  disposition or appeal any judgment of any such
action or proceeding without the prior written consent of S-K, such approval not
to be unreasonably withheld.

                    SECTION 5 REPRESENTATIONS AND WARRANTIES.

                5.1   REPRESENTATION  AND WARRANTY.  S-K represents and warrants
that (i) it owns or possesses adequate and enforceable  licenses or other rights
to  license  the Marks  listed  on  Exhibit  A, (ii)  except as set forth in the
disclosure schedules to the Contribution  Agreement,  to S-K's knowledge no Mark
infringes upon or otherwise violates a registered  trademark of any third party,
(iii)  except  as set  forth in the  disclosure  schedules  to the  Contribution
Agreement,  there are no actions or proceedings  pending or, to S-K's knowledge,
threatened challenging, and, to S-K's knowledge, no third party is infringing or
otherwise  violating  any Mark and  (iv) it has  paid and will  continue  to pay
during the term of this  Agreement  all fees and take all other  steps which are
reasonably  necessary to maintain the Marks and the A4arks which are  registered
pursuant to SECTION 2.3, subject to the provisions of SECTION 5.2.

                5.2   MAINTENANCE OF MARKS. S-K shall not knowingly take or omit
to take any action  which would  subject any of the Marks listed on Exhibit A to
being  declared  invalid  or to  being  canceled  or  deemed  abandoned  in  any
jurisdiction unless


<PAGE>
                                                                               7


S-K has a valid  business  purpose to do so. In the event S-K decides to abandon
or not to continue to maintain any  registration  of a Mark, and S-K consents to
the  assignment  of  such  registration  to  Licensee,  such  consent  not to be
unreasonably  withheld,  S-K shall  assign such Marks to Licensee  for a nominal
amount, PROVIDED, that Licensee shall bear all costs related to such assignment,
including all legal, administrative and filing costs.

               SECTION 6 INDEMNIFICATION; LIMITATION OF LIABILITY.


                6.1   INDEMNIFICATION BY LICENSEE.

                      6.1.1   Licensee  shall fully  indemnify and hold harmless
S-K and its officers,  directors,  shareholders,  employees and agents (each, an
"S-K INDEMNITEE") from any and all liability,  claims,  causes of action, suits,
losses, damages and expenses (including reasonable attorneys' fees and expenses)
(the "LOSSES") for which any S-K Indemnitee may become liable or may incur or be
compelled  to pay in any  action or claim  against  any such S-K  Indemnitee  by
reason of any acts that may be  committed  or suffered by Licensee or any of its
affiliates,  agents  or  employees  arising  from and to the  extent  caused  by
Licensee's,  its  sublicensees',  including without  limitation their respective
employees, agents and representatives,  use of the Marks hereunder or any breach
of  any  covenant,  agreement  or  obligation  of  Licensee  contained  in  this
Agreement,  except  to the  extent  any  Losses  arise  from  any  beach of this
Agreement by S-K.

                      6.1.2     Licensee  shall  indemnify  and  hold  each  S-K
Indemnitee  harmless  from  and  against  the  payment  of any and all  personal
property,  sales, use, value added, excise,  customs duties, and all other taxes
of any kind which may be imposed,  levied, assessed or charged on or against any
products,  materials,  or  services  leased,  subleased,  sold or  furnished  by
Licensee hereunder.

                      6.1.3  Licensee acknowledges that Licensee and its agents,
employees and representatives are solely responsible to Licensee's customers for
the  services  rendered by Licensee  in carrying on the  Business,  and that the
responsibility  of Licensee  toward its  customers  for  wrongful  omissions  or
commissions by Licensee or Its agents, employees or representatives shall remain
the continuing  obligation of Licensee  after  termination of this Agreement for
any reason.

                6.2   INDEMNIFICATION BY S-K. S-K shall fully indemnify and hold
harmless  Licensee and its  officers,  directors,  shareholders,  employees  and
agents  (each,  a "LICENSEE  INDEMNITEE")  from any and all Losses for which any
Licensee Indemnitee may become liable or may incur or be compelled to pay in any
action or claim against any such Licensee  Indemnitee by reason of any acts that
may be  committed  or suffered by S-K or any of its  affiliates  (other than the
Company or the Subsidiaries), agents or employees arising from and to the extent
caused by S-K's,


<PAGE>
                                                                               8


including without limitation S-K's employees, agents and representatives, use of
the Marks  outside  of the  Trademark  License  Territory  or any  breach of any
covenant,  agreement or obligation of S-K contained in this Agreement, except to
the extent any losses arise from any breach of this Agreement by Licensee,

                6.3    LIMITATION OF LIABILITY.  Except as may arise pursuant to
the indemnification contained in the Contribution Agreement, neither party shall
be liable for any incidental, indirect, special or consequential damages, or for
lost profits, savings or revenues of any kind relating to the Marks.

                         SECTION 7 TERM AND TERMINATION

                7.1   IMMEDIATE TERMINATION. In the event that any government or
any governmental authority prevents the performance by Licensee or S-K of any of
their respective obligations under any portion of this Agreement,  such portions
thereof so affected by the  intervention  shall  immediately  terminate  In such
event,  the remainder of the Agreement not affected by the  terminated  portions
thereof shall remain in full force and effect.

                7.2   TERMINATION  FOR MATERIAL  BREACH.  (a) In the event of a
Material Breach by Licensee of any term of this  Agreement,  whether or not such
Material  Breach is curable and  notwithstanding  any  obligations  to cure such
breach under SECTION 7.2(b),  S-K shall have the right to immediately  terminate
this Agreement if Licensee has committed two other Material  Breaches within the
previous twenty-four (24) month period.

                (b)  If Licensee  has  committed  a Material  Breach and if such
breach is curable in the reasonable  judgment of S-K, Licensee shall be required
to cure such breach within thirty (30) days following  receipt of written notice
by S-K of the Material Breach,  provided that if Licensee, in gOOD faith, begins
efforts to cure such breach  within such thirty days and continues to diligently
do so,  Licensee  shall have an additional  sixty (60) day period  thereafter to
cure such breach (the "Cure  Period")  and if Licensee has not cured such breach
within the Cure Period,  S-K shall have the right to immediately  terminate this
Agreement  whether or not Licensee has committed ;any Material  Breaches  within
the previous twenty-four (24) month period.

                7.3   CHANGE OF CONTROL. S-K  may  terminate the  Agreement upon
the earlier of (i) three (3) years following  a Listing  or any time thereafter,
PROVIDED,  however,  at such time S-K shall  provide  Licensee  with a  two-year
notice  of  termination  or (ii) at any  time S-K  ceases  to own,  directly  or
indirectly,  more than  thirty-three  percent  (33%) of the voting  stock of the
Licensee,  PROVIDED,  however,  in all of the foregoing events S-K shall provide
Licensee with a two-year  notice of  termination,  in which such two-year period
Licensee shall systematically cease all use


<PAGE>
                                                                               9


of the Marks and,  in any event,  at the end of such  two-year  period  Licensee
shall have ceased all use of the Marks.

                7.4   EFFECT OF TERMINATION.

                      7.4.1 TERMINATION OF SECTION 7.1 OR 7.2. Upon the termina-
tion  of any or all of the  provisions  of this  Agreement  as  provided  for in
SECTIONS 7.1 and 7.2 above, (i) all rights granted to Licensee by S-K under this
Agreement  shall  automatically  revert to S-K, (ii) Licensee shall  immediately
discontinue  any and all use of the  rights and  privileges  granted to it under
this  Agreement,  PROVIDED,  however with respect to machinery and parts thereof
branded with the affected  Marks,  Licensee shall use its  reasonable,  diligent
efforts to replace the Marks with a mark not confusingly similar to the Marks as
soon as practicable,  but no later than twelve (12) months after the termination
date, and shall not thereafter use the Marks or any  confusingly  similar marks,
names or designs but excluding  color schemes,  and (iii) Licensee shall provide
S-K with an executed  certificate  stating that  Licensee has complied  with the
requirements of this SECTION 7.4.1.

                      7.4.2   TERMINATION  BY SECTION 7.3. Upon the  termination
of the Agreement as provided in SECTION 7.3, (i) all rights  granted to Licensee
by S-K under this  Agreement  shall  automatically  revert to S-K, (ii) Licensee
shall promptly  discontinue any and all use of the rights and privileges granted
to it under this Agreement as soon as  practicable,  but, in any event, no later
than the date of such  termination and shall not thereafter use the Marks or any
confusingly  similar  marks,  names or designs but  excluding  color schemes and
(iii)  Licensee  shall  provide S-K with an executed  certificate  stating  that
Licensee has complied with the  requirements  of this SECTION  7.4.2.  S-K shall
reimburse  Licensee  up to a  total  of one  million  dollars  ($1,000,000)  for
Licensee's  reasonable  costs incurred  solely in connection with complying with
the requirements of this SECTION 7.4.2.

                             SECTION 8 LICENSE FEES.

                8.1   LICENSE FEES.  In consideration of the licenses granted by
S-K under this Agreement, Licensee will pay to S-K on the date of this Agreement
a license fee of(pound)9,000,000.


<PAGE>
                                                                              10


                           SECTION 9 CONFIDENTIALITY.

                9.1   All  Confidential Information  received  by  either  party
affiliates  shall be  protected by such party in strict  confidence.  Each party
hereto agrees to disclose the other  party's  Confidential  Information  only to
employees,  directors or officers who have a need to know such  information  and
potential  successors and assigns pursuant to SECTION 10.3 and shall require any
person to whom it must  disclose  Confidential  Information  to sign  agreements
consistent  with the terms set forth herein.  Neither  party shall  disclose the
other party's  Confidential  information unless (i) S-K or Licensee is compelled
by law or by order from a court of  competent  jurisdiction  to do so,  (ii) the
Confidential  Information  has  entered or enters the public  domain  through no
fault of either party,  (iii) the Confidential  Information was already known by
the receiving  party before receipt from the disclosing  party,  or is developed
independently by the receiving party without breach of this Agreement, in either
case as shown  by  contemporaneous  written  records  or (iv)  the  Confidential
Information  is  received  by the  receiving  pay from  a third  party  under no
confidentiality  obligation.  In the event that either party is compelled by law
to disclose the other party's Confidential Information,  to the extent permitted
by law no such  disclosure  shall occur prior to the giving of written notice to
the other party,  and such other party shall be given an  opportunity to contest
the  disclosure in a manner that does not impose  liability on the party that is
compelled by law. In the event that either party is compelled by law or by order
of a court of competent  jurisdiction to disclose the other party's Confidential
Information,  the part  required to disclose  shall only disclose the portion of
the other party's  Confidential  Information to the extent required by law. Each
party  acknowledges and agrees that due to the unique nature of the Confidential
Information,  there  can be no  adequate  remedy  at law for any  breach  of its
obligations  hereunder,  that any such breach will result in irreparable harm to
the other  party,  and,  therefore,  that the other  party will be  entitled  to
injunctive  relief to prevent any breach or threatened  breach of this SECTION 9
and to specific  enforcement  of the terms set forth herein,  in addition to any
other remedies at law or in equity that may be available.  The  obligations  set
forth in this Section shall survive termination of this Agreement.

                            SECTION 10 MISCELLANEOUS.

                10.1  NOTICES. All notices, requests and other communications to
any party  hereunder  shall be in writing  and shall be deemed to have been duly
given when  delivered  in person,  by  overnight  courier or by facsimile to the
respective parties as follows:


<PAGE>
                                                                              11


If to Licensee, to:


                  Safety-Kleen UK Limited
                  390 London Road
                  Isleworth, Middlesex TW7 5AN
                  England
                  Attn:    Hyman Bielsky
                  Facsimile: 011-44-181-490-3856
If to S-K, to:

                  Safety-Kleen Corp.
                  1301 Gervais Street
                  Columbia, South Carolina 29201
                  Facsimile: (803) 933-4345
                  Attn: Kenneth W. Winger

         with copies to:

                  Kenneth M. Schneider, Esq.
                  Paul, Weiss, Rifkind, Wharton & Garrison
                  1285 Avenue of the Americas
                  New York, NY 10019-6064
                  Facsimile: (212) 757-3990

                  Safety-Kleen Corp.
                  1301 Gervais Street
                  Columbia, South Carolina 29201
                  Facsimile:   (803) 933-4340
                  Attn: Henry H. Taylor

or such other address or facsimile  number as such party may  hereafter  specify
for the purpose by written notice to the other parties hereto. Each such notice,
request or other  communication  shall be effective  (i) if delivered in person,
when such delivery is made at the address  specified in this SECTION 10.1;  (ii)
if delivered by overnight courier,  the next business day after such delivery is
sent to the address  specified  in this SECTION  10.1;  or (iii) if delivered by
facsimile,  when such facsimile is transmitted to the facsimile number specified
in this SECTION 10.1 and the appropriate confirmation is received.

                10.2  AMENDMENT.  This Agreement may not be amended except by an
instrument in writing signed on behalf of all the parties.

                10.3  SUCCESSORS AND ASSIGNS.  The provisions  of this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective


<PAGE>
                                                                              12


successors and assigns PROVIDED that notwithstanding any other provision of this
Agreement, (i) Licensee may grant security over or assign by way of security all
or any of its rights under this  Agreement  for the purposes of or in connection
with the financing  (whether  whole or in part) by Licensee of the  transactions
contemplated  by  the  Contribution  Agreement  or  any  of  Licensee's  or  its
subsidiaries'  working capital  requirements  and (ii) Licensee's  liquidator or
administrator,  or any receiver or other  person or entity  appointed to enforce
any of such security may enter into any other assignments or transfers of any of
Licensee's rights under this Agreement.

                10.4  GOVERNING LAW.   This  Agreement  shall  be  construed  in
accordance  with and governed by the law of the State of New York  applicable to
agreements entered into and to be performed wholly within such State.

                10.5  JURISDICTION.  Each of the parties  hereto (a) consents to
submit itself to the personal  jurisdiction  of any federal court located in the
State of New York or any New York state  court in the event any  dispute  arises
out of this Agreement or any of the transactions contemplated by this Agreement,
(b) agrees that it will not attempt to deny or defeat such personal jurisdiction
by motion or other request for leave from any such court and agrees that it will
not bring any  action  relating  to this  Agreement  or any of the  transactions
contemplated  hereby in any court other than a federal or state court sitting in
the State of New York.

                10.6  COUNTERPARTS; EFFECTIVENESS.  This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the  signatures  thereto and hereto were upon the same  instrument.
This Agreement shall become  effective when one or more  counterparts  have been
signed by each and all of the parties and delivered to each and all of the other
parties.

                10.7  ENTIRE  AGREEMENT;  NO  THIRD  PARTY  BENEFICIARIES.  This
Agreement   and  the  other   agreements   referred   to   herein  or   executed
contemporaneously  herewith  constitute the entire agreement,  and supersede all
prior agreements and understandings,  both written and oral, between the parties
with  respect  to the  subject  matter  of this  Agreement.  No  representation,
inducement, promise,  understanding,  condition or warranty not set forth herein
has been made or relied upon by any party hereto. This Agreement is not intended
to confer upon any Person other than the parties hereto any rights or remedies.

                10.8  HEADINGS. The headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

                10.9  TERMINATION  OF PRIOR  ROYALTY  ARRANGEMENTS.  The parties
agree that the Prior Royalty  Arrangements are hereby  terminated and are hereof
no  further  force  and  effect  and the  parties  have no  further  obligations
thereunder.


<PAGE>
                                                                              13


                10.10  EXHIBITS.  Exhibit references contained in this Agreement
are for  convenience  only and matters  disclosed on any one  schedule  shall be
deemed  incorporated  into each other  schedule to which it would  reasonably be
deemed  relevant  as a result  of a review of the  description  of the items set
forth on the schedules to this Agreement.

                10.11  SEVERABILITY.  In the event  that any one or  more of the
provisions  contained in this Agreement or in any other  instrument  referred to
herein,  shall, for any reason, be held to be invalid,  illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement or any other such instrument.

                10.12  WAIVER  OF A JURY  TRIAL.  EACH OF THE  LICENSEE  AND S-K
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO
TRIAL  BY JURY IN ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY.

                10.13  SURVIVAL.  The  terms  of  SECTION  4, 6, 9 AND 10  shall
survive any termination of this Agreement.

                IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on this 23rd day of December, 1998.

                                        SAFETY-KLEEN SYSTEMS, INC.


                                        By:     /S/ PAUL R. HUMPHREYS
                                             --------------------------
                                             Name:  Paul R. Humphreys
                                             Title:  Senior VP and CFO




                                        SAFETY-KLEEN UK LIMITED


                                        By:     /s/ PAUL R. HUMPHREYS
                                             --------------------------
                                             Name:  Paul R. Humphreys
                                             Title:  Senior VP and CFO


<PAGE>

                                  Appendix II
                 Attachment to the Trademark Licence Agreement


                                       5

<PAGE>
                                   EXHIBIT A
                                   ---------

                                     MARKS
                                     -----

                              See attached chart.

<PAGE>

                             AUSTRIA - REGISTRATIONS
--------------------------------------------------------------------------------
                           FILE      EXPIRY
REG. NO.     TRADEMARK     DATE       DATE           GOODS/SERVICES
--------------------------------------------------------------------------------
128,289   SAFETY-KLEEN   11/20/89  11/30/99  Cleaning and degreasing solvent for
                                             industrial use; mechanical parts
                                             cleaning units comprising a solvent
                                             reservoir, parts sink, and a
                                             solvent circulating pump and parts
                                             of such apparatus; leasing of
                                             cleaning apparatus for cleaning
                                             mechanical parts and components and
                                             periodic renewal of solvent
                                             furnished with the apparatus;
                                             cleaning and recycling services,
                                             namely, removing, cleaning, and
                                             replacing solvent and parts washers
                                             used in service, maintenance,
                                             repair and manufacturing facilities
--------------------------------------------------------------------------------
128,290   SK LOGO        11/20/89  11/30/99  Cleaning and degreasing solvent for
                                             industrial use; mechanical parts
                                             cleaning units comprising a solvent
                                             reservoir, parts sink, and a
                                             solvent circulating pump and parts
                                             of such apparatus; leasing of
                                             cleaning apparatus for cleaning
                                             mechanical parts and components and
                                             periodic renewal of solvent
                                             furnished with the apparatus;
                                             cleaning and recycling services,
                                             namely, removing, cleaning, and
                                             replacing solvent and parts washers
                                             used in service, maintenance,
                                             repair and manufacturing facilities

--------------------------------------------------------------------------------
                         RENEWABLE EVERY TEN (10 YEARS)








Austria
<PAGE>
                       BENELUX COUNTRIES - REGISTRATIONS
--------------------------------------------------------------------------------
                           FILE      EXPIRY
REG. NO.    TRADEMARK      DATE       DATE              GOODS/SERVICES
--------------------------------------------------------------------------------
334,880   SAFETY-KLEEN   09/18/75  09/18/05  Machines adapted to wash automotive
                                             aircraft and industrial parts
--------------------------------------------------------------------------------
490,763   SK LOGO        11/21/90  11/21/00  Cleaning and degreasing solvents
                                             industrial use; sinks; cleaning
                                             apparatus for cleaning in service,
                                             maintenance, repair and manu-
                                             facturing facilities; parts and
                                             components for cleaning units,
                                             including a solvent reservoir and a
                                             solvent circulating pump, their
                                             parts and accessories not included
                                             in other classes; leasing of clean-
                                             ing apparatus for cleaning
                                             mechanical parts and components;
                                             maintenance and repair of these
                                             apparatus, including cleaning and
                                             replacing solvent and parts
                                             washers, cleaning services;
                                             recycling services
--------------------------------------------------------------------------------









Benelux Countries
<PAGE>
--------------------------------------------------------------------------------
490,764   SAFETY-KLEEN   11/21/90  11/21/00  Cleaning and degreasing solvents
                                             for industrial use; cleaning
                                             apparatus for cleaning in service,
                                             maintenance, repair and
                                             manufacturing facilities; leasing
                                             of cleaning apparatus for cleaning
                                             mechanical parts and components;
                                             maintenance and repair of these
                                             apparatus, including cleaning and
                                             replacing solvent and parts
                                             washers; cleaning services;
                                             recycling services
--------------------------------------------------------------------------------


                         RENEWABLE EVERY TEN (10) YEARS
                INCLUDES BELGIUM, LUXEMBOURG AND THE NETHERLANDS

                              PENDING APPLICATION

--------------------------------------------------------------------------------
Serial No.    Trademark         Filing Date          Goods/Services
--------------------------------------------------------------------------------
910,190    THE POWER OF WATER     02/12/98    Aqueous cleaning solution
--------------------------------------------------------------------------------





Benelux Countries
<PAGE>

                             FRANCE - REGISTRATIONS

--------------------------------------------------------------------------------
                            FILE     EXPIRY
REG. NO.      TRADEMARK     DATE      DATE            GOODS/SERVICES
--------------------------------------------------------------------------------
1,321,089  SAFETY-KLEEN  09/22/75  09/22/05  Machines, in particular machines
                                             for cleaning parts of vehicles
--------------------------------------------------------------------------------
1,629,087  SAFETY-KLEEN  11/22/90  11/22/00  Cleaning and degreasing solvents
                                             for industrial use; leasing of
                                             cleaning apparatus for cleaning
                                             mechanical parts and components and
                                             periodic renewal of solvent
                                             furnished with the apparatus;
                                             cleaning and recycling services,
                                             namely, removing, cleaning and
                                             replacing solvent and parts washers
                                             used in service, maintenance,
                                             repair and manufacturing facilities
--------------------------------------------------------------------------------
1,629,088  SK LOGO       11/22/90  11/22/00  Cleaning and degreasing solvents
                                             for industrial use; leasing of
                                             cleaning apparatus for cleaning
                                             mechanical parts and components and
                                             periodic renewal of solvent
                                             furnished with the apparatus;
                                             cleaning and recycling services,
                                             namely, removing, cleaning and
                                             replacing solvent and parts washers
                                             used in service, maintenance, repar
                                             and manufacturing facilities;
                                             mechanical parts cleaning units
                                             comprising a solvent reservoir,
                                             parts sink and solvent circulating
                                             pump
--------------------------------------------------------------------------------
98/718,194 THE POWER OF  02/16/98  02/16/08  Aqueous cleaning solution
           WATER
--------------------------------------------------------------------------------
                         RENEWABLE EVERY TEN (10) YEARS



France
<PAGE>
                            GERMANY - REGISTRATIONS

--------------------------------------------------------------------------------
                            FILE    EXPIRY
REG. NO.      TRADEMARK     DATE     DATE              GOODS/SERVICES
--------------------------------------------------------------------------------
965,607    SAFETY-KLEEN  10/09/75  10/09/05  Washing apparatus, especially for
                                             machines and vehicle pats; parts of
                                             aforementioned washing apparatus
--------------------------------------------------------------------------------
971,195    SK LOGO       09/14/76  09/14/06  Washing apparatus, especially for
                                             machines and vehicle pats; parts of
                                             aforementioned washing apparatus
--------------------------------------------------------------------------------
1,032,615  SK LOGO       07/08/81  07/08/01  Renting and leasing of cleaning and
                                             washing apparatus, especially for
                                             machine parts and vehicle parts;
                                             installation, repair and
                                             maintenance of cleaning and washing
                                             apparatus; cleaning and recycling
                                             of used cleaning agents and
                                             solvents for re-use in cleaning and
                                             washing apparatus
--------------------------------------------------------------------------------
2,027,900  SK LOGO       11/12/90  11/30/00  Chemical products for industrial
                                             purposes, particularly solvents for
                                             cleaning and/or degreasing
                                             purposes; removing, cleaning and
                                             recycling of cleaning agents and
                                             solvents used in cleaners and
                                             washers for mechanical parts;
                                             renting and leasing of cleaners for
                                             mechanical parts as well as
                                             periodic renewal of cleaning agents
                                             and solvents used in cleaners
--------------------------------------------------------------------------------





Germany
<PAGE>

--------------------------------------------------------------------------------
2,029,187  SAFETY-KLEEN  11/12/90  11/30/00  Chemical products for industrial
                                             purposes, particularly solvents for
                                             cleaning and/or degreasing
                                             purposes; removing cleaning and
                                             recycling of cleaning agents and
                                             solvents used in cleaners and
                                             washers for mechanical parts
--------------------------------------------------------------------------------
2,092,791  WE CARE &     12/13/93  12/31/03  Promoting public awareness, in
           DESIGN                            particular making people aware of
                                             the need for recycling petroleum
                                             products as well as consultation
                                             relating to the recycling of
                                             petroleum products
--------------------------------------------------------------------------------
                RENEWABLE EVERY TEN (10) YEARS FROM FILING DATE




Germany
<PAGE>
                             ITALY - REGISTRATIONS

--------------------------------------------------------------------------------
                            FILE     EXPIRY
REG. NO.      TRADEMARK      DATE      DATE            GOODS/SERVICES
--------------------------------------------------------------------------------
435,875    SAFETY-KLEEN  08/25/83  08/25/03  Devices for washing parts, namely
                                             automotive, aircraft, or industrial
                                             machine parts washing devices
--------------------------------------------------------------------------------
603,612    SK LOGO       12/13/90  12/13/00  Cleaning and degreasing solvents
                                             for industrial use; leasing of
                                             cleaning apparatus for cleaning
                                             mechanical parts and components and
                                             periodic renewal of solvent
                                             furnished with the apparatus;
                                             cleaning and recycling services,
                                             namely, removing, cleaning and
                                             replacing solvent and parts washers
                                             used in service, maintenance, repar
                                             and manufacturing facilities;
                                             mechanical parts cleaning units
                                             comprising a solvent reservoir,
                                             parts sink and solvent circulating
                                             pump and parts of such apparatus
--------------------------------------------------------------------------------
603,613    SAFETY-KLEEN   12/13/90  12/13/00 Cleaning and degreasing solvents
                                             for industrial use; leasing of
                                             cleaning apparatus for cleaning
                                             mechanical parts and components and
                                             periodic renewal of solvent
                                             furnished with the apparatus;
                                             cleaning and recycling services,
                                             namely, removing, cleaning and
                                             replacing solvent and parts washers
                                             used in service, maintenance, repar
                                             and manufacturing facilities;
--------------------------------------------------------------------------------





Italy
<PAGE>

--------------------------------------------------------------------------------
686,218    WE CARE &     11/19/93  11/19/13  Promoting public awareness of the
           DESIGN                            need for responsible recycling of
                                             petroleum products and consultation
                                             relating thereto.
--------------------------------------------------------------------------------

           RENEWABLE EVERY TWENTY (20) YEARS FROM THE DATE OF FILING

                             PENDING APPLICATION

--------------------------------------------------------------------------------
Serial No.         Trademark      Filing Date        Goods/Services
--------------------------------------------------------------------------------
TO98C000743    THE POWER OF WATER  03/06/98  Aqueous cleaning solution
--------------------------------------------------------------------------------






Italy
<PAGE>
                            PORTUGAL - REGISTRATIONS


--------------------------------------------------------------------------------
                            ISSUE    EXPIRY
REG. NO.      TRADEMARK     DATE      DATE              GOODS/SERVICES
--------------------------------------------------------------------------------
233,421    SAFETY-KLEEN  08/21/91  08/21/01  Cleaning and degreasing solvent for
                                             industrial use
--------------------------------------------------------------------------------
233,422    SAFETY-KLEEN  08/21/91  08/21/01  Mechanical parts cleaning units
                                             comprising a solvent reservoir, a
                                             parts sink, and a solvent
                                             circulating pump, and parts of such
                                             apparatus
--------------------------------------------------------------------------------
233,423    SAFETY-KLEEN  08/21/91  08/21/09  Leasing of cleaning apparatus for
                                             cleaning mechanical parts and
                                             components, and periodic renewal of
                                             solvent furnished with apparatus
--------------------------------------------------------------------------------
262,404    SK LOGO       08/20/92  08/20/02  Cleaning and degreasing solvent for
                                             industrial use
--------------------------------------------------------------------------------
262,405    SK LOGO       08/20/92  08/20/02  Mechanical parts cleaning units
                                             comprising a solvent reservoir, a
                                             parts sink, and a solvent
                                             circulating pump, and parts of such
                                             apparatus
--------------------------------------------------------------------------------
262,406    SK LOGO       02/20/92  08/20/02  Leasing of cleaning apparatus for
                                             cleaning mechanical parts and
                                             components, and periodic renewal of
                                             solvent furnished with apparatus
--------------------------------------------------------------------------------
268,675    SK LOGO       01/06/92  01/06/03  Cleaning and recycling services,
                                             namely, removing, cleaning and
                                             replacing solvent and parts washers
                                             using service, maintenance, repair
                                             and manufacturing facilities
--------------------------------------------------------------------------------




Portugal
<PAGE>

--------------------------------------------------------------------------------
273,094    SAFETY-KLEEN  03/26/93  03/26/03  Cleaning and recycling services,
                                             namely, removing, cleaning and
                                             replacing solvent and parts washers
                                             using service, maintenance, repair
                                             and manufacturing facilities
--------------------------------------------------------------------------------
          RENEWABLE EVERY TEN (10) YEARS FROM THE DATE OF REGISTRATION






Portugal
<PAGE>
                             SPAIN - REGISTRATIONS


--------------------------------------------------------------------------------
                           ISSUE     EXPIRY
REG. NO.     TRADEMARK     DATE       DATE           GOODS/SERVICES
--------------------------------------------------------------------------------
1,115,714  SAFETY-KLEEN  10/05/87  10/05/07  Mechanical parts cleaning units
                                             comprising a solvent reservoir, a
                                             parts sink, and a solvent
                                             circulating pump, and parts of such
                                             apparatus
--------------------------------------------------------------------------------
1,115,715  SAFETY-KLEEN  03/17/86  03/17/06  Leasing of cleaning apparatus for
                                             cleaning mechanical parts and
                                             components, and periodic renewal of
                                             solvent furnished with apparatus
--------------------------------------------------------------------------------
1,115,716  SAFETY-KLEEN  10/20/87  10/20/07  Cleaning and degreasing prepara-
                                             tions for industrial use
--------------------------------------------------------------------------------
1,605,914  SK LOGO       12/13/90  12/13/00  Leasing of cleaning apparatus for
                         (Filing             cleaning mechanical parts and
                          date)              components, and periodic renewal of
                                             solvent furnished with apparatus
--------------------------------------------------------------------------------
1,605,915  SK LOGO       12/13/90  12/13/00  Cleaning and recycling services,
                         (Filing             namely, removing, cleaning and
                          date)              replacing solvent and parts washers
                                             using service, maintenance, repair
                                             and manufacturing facilities
--------------------------------------------------------------------------------
1,793,171  WE CARE LOGO  12/03/93  12/13/03  Advertising and publicity services
                         (Filing             regarding the services listed in
                          Date)              Spanish Trademarks Nos. 1,115,714/
                                             715/716 and 1,605,916
--------------------------------------------------------------------------------



Spain
<PAGE>

--------------------------------------------------------------------------------
2,059,514  SK LOGO       11/22/96  11/22/06  Cleaning and degreasing prepara-
                                             tions for industrial use
--------------------------------------------------------------------------------
2,059,515  SAFETY-KLEEN  11/22/96  11/22/06  Material treatment services,
                                             especially cleaning and recycling
                                             service of solvent of cleaning
                                             apparatus
--------------------------------------------------------------------------------

    REGISTRATIONS ISSUED BEFORE MAY 12, 1989 HAVE A TERM OF TWENTY (20) YEARS
    FROM THE ISSUE DATE, NOW RENEWABLE EVERY TEN (10) YEARS COUNTED FROM THE
                                   FILING DATE

                 APPLICATIONS FILED OR GRANTED AFTER 05/12/89 -
             RENEWABLE EVERY TEN (10) YEARS FROM THE DATE OF FILING


                          SPAIN - PENDING APPLICATIONS

--------------------------------------------------------------------------------
SERIAL NO.     MARK           FILE DATE                   GOODS/SERVICES
--------------------------------------------------------------------------------
1,605,913  SK LOGO            12/13/90       Machines and machine tools, namely,
                                             cleaning machines
--------------------------------------------------------------------------------
2,148,516  THE POWER OF       03/09/98       Aqueous cleaning solutions
           WATER
--------------------------------------------------------------------------------






Spain
<PAGE>
                         UNITED KINGDOM - REGISTRATIONS

--------------------------------------------------------------------------------
                            FILE     EXPIRY
REG. NO.     TRADEMARK      DATE      DATE             GOODS/SERVICES
--------------------------------------------------------------------------------
1,225,688  SK LOGO       09/01/84  09/01/05  Solvents for use in the cleaning of
                                             machines; cleaning preparations;
                                             degreasing preparations (not for
                                             use in industrial or manufacturing
                                             processes)
--------------------------------------------------------------------------------
1,225,689  SK LOGO       09/01/84  09/01/05  Industrial cleaning machines (other
                                             than vacuum cleaners); oil filters
                                             for engines; parts and fittings
                                             included in Class 7 for all the
                                             aforesaid goods
--------------------------------------------------------------------------------
1,274,974  SK LOGO       10/01/86  10/01/07  Cleaning services, washing services
                                             and maintenance services all for
                                             vehicles parts, mechanical parts,
                                             pads used in vehicle pain
                                             refinishing and for filters used in
                                             restaurant kitchen installations;
                                             rental of cleaning apparatus,
                                             refurbishment of vehicles; all
                                             included in Class 37
--------------------------------------------------------------------------------
1,288,712  SK LOGO       10/01/86  10/01/07  Services included in Class 40 for
                                             the recycling of solvents and for
                                             the treatment and purification of
                                             liquids
--------------------------------------------------------------------------------



United Kingdom
<PAGE>
--------------------------------------------------------------------------------
 1,225,686 SAFETY-KLEEN  9/01/84   09/01/05  Solvents for use in the cleaning of
           & SK LOGO                         machines; cleaning preparations;
                                             degreasing preparations (not for
                                             use in industrial or manufacturing
                                             processes)
--------------------------------------------------------------------------------
1,225,687  SAFETY-KLEEN  09/01/84  09/01/05  Industrial cleaning machines (other
            & SK LOGO                        than vacuum cleanrs); oil filters
                                             for engines; parts and fittings
                                             included in Class 7 for all the
                                             aforesaid goods
--------------------------------------------------------------------------------
1,274,975  SAFETY-KLEEN  10/01/86  10/01/07  Cleaning services, washing services
           & SK LOGO                         maintenance services, all for
                                             vehicles parts, mechanical parts,
                                             pads used in vehicle paint re-
                                             finishing, and for filters used in
                                             restaurant kitchen installations;
                                             rental of cleaning apparatus,
                                             refurbishment of vehicles
--------------------------------------------------------------------------------
1,288,711  SAFETY-KLEEN  10/01/86  10/01/07  Recycling of solvents; treatment
           & SK LOGO                         and purification of liquids
--------------------------------------------------------------------------------
1,472,921  SAFETY-KLEEN  08/09/91  08/09/08  Solvents for use in the cleaning of
           (Stylized)                        machines; cleaning preparations;
                                             degreasing preparations
--------------------------------------------------------------------------------
1,472,922  SAFETY-KLEEN   08/09/91  08/09/08 Industrial cleaning machines; oil
           (Stylized)                        filters for engines; parts and
                                             fittings for all the aforesaid
                                             goods.
--------------------------------------------------------------------------------
1,472,923  SAFETY-KLEEN  08/09/91  08/09/08  Cleaning, washing, and maintenance
           (Stylized)                        of vehicle parts, mechanical parts,
                                             pads used in vehicle paint re-
                                             finishing and of filters used in
                                             restaurant kitchen installations;
                                             rental of cleaning apparatus;
                                             refurbishment of vehicles
--------------------------------------------------------------------------------




United Kingdom
<PAGE>
--------------------------------------------------------------------------------
1,472,924  SAFETY-KLEEN  08/09/91  08/09/08  Recycling of solvents; treatment
           (Stylized)                        and purification of liquids
--------------------------------------------------------------------------------

              FIRST TERM - SEVEN (7) YEARS FROM THE DATE OF FILING
                     SUBSEQUENT TERM - FOURTEEN (14) YEARS







United Kingdom
<PAGE>
Unregistered  trademarks in the  countries  constituting  the Trademark  License
Territory:

WE CARE

The Power of Water

<PAGE>
                                   EXHIBIT B

                          TRADEMARK LICENSE TERRITORY

    Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy,
Luxembourg, The Netherlands, Portugal, Spain, Sweden, United Kingdom, Poland,
the Czech Republic, Hungary, Switzerland, Norway, Turkey, Slovakia, Iceland and
any dependent territories of the foregoing countries which are located on the
continent of Europe.

<PAGE>
                                   EXHIBIT C

                              STANDARDS OF QUALITY

               The current and existing operating procedures and trademark usage
standards practiced by the European subsidiaries of S-K immediately prior to the
Effective Date, PROVIDED that, at a minimum, these procedures and standards
shall include, but are not limited to, Licensee's reasonable, diligent efforts
to conduct the Business in strict compliance with the Corporate Identity Program
(attached as Attachment C).

<PAGE>



                           CORPORATE IDENTITY PROGRAM

                                  ATTACHMENT C








                              [SAFETY-KLEEN LOGO]


<PAGE>
                              AN IMPORTANT MESSAGE
                           ON THE CORPORATE IDENTITY
                               AND TRADEMARKS OF
                               SAFETY-KLEEN CORP.

One of the most important assets of         The logo forms a letter "S" with a
Safety-Kleen Corp. is its name and logo,    small "k".  The logo is suggestive
and the image that is created by them to    of our company's initials "SK".
our customers and the general public.       The company name - Safety-Kleen -
Our name and logo become the indentity      in the  unique  corporate logotype,
and trademark of the whole organization.    is an integral part of the logo and
                                            must always appear below the logo.
As we grow, it is important to establish    Under no circumstances should the
and maintain a uniform corporate identity.  word Safety-Kleen, or the "S" and
It is critical to our success to create     small "k" appear alone (SEE INSIDE).
a single impression of a strong, co-
ordinated organization standing behind      Since the ultimate goal is to have
each of our diverse services, products      the logo become synonymous with our
and branches.                               company name, it is vital that the
                                            logo be reproduced precisely and in
Our logo does that.  It bears the good-     proper relationship each time it is
will of our company, and often comes to     issued. Proper implementation of the
embody greater and greater value            logo is as important as how often it
accumulated over time.                      is seen.

This is why visual communications-          That's why we ask your help in
both inside and outside the corporation-    protecting the legal status of our
is one of the most significant ways by      logo, trademarks and brands (like WE
which this impression can be developed.     CARE(R)) by adhering to the
Therefore, consistent use of the Safety-    guidelines summarized in this
Kleen logo is essential to creating and     brochure.
sustaining a positive impression.
Proper use assures continued viability      The WE CARE symbol, for example, is
and marketing value.                        a separate symbol that must not be
                                            altered in any way. Nor must it be
The Safety-Kleen logo provides the basic    used in place of the Safety-Kleen
focal point around which a strong visual    logo. The following rules help
identity is being developed for our         ensure proper presentations of our
entire organization.  The logo is a         company and its individual brands.
graphic design element, so it possesses
all of the criteria a good logo in          Within, we offer a brief explanation
today's business world demands.             of the Safety-Kleen Corporate
Preserving its integrity is in your own     Identity Program you can follow. For
business interests; the logo helps you      usage outside of what is covered
convey your own concern for consistent      here, please obtain written approval
quality and value.                          from the Manager-Advertising &
                                            Promotions.

<PAGE>
                                 CORPORATE LOGO


The two elements that comprise the company
logo - the letter "S" with the small "k"
(SK) and the name Safety-Kleen - bear a
relationship to each other and must remain         [LARGE SAFETY-KLEEN LOGO]
always as shown in this brochure.  The
space surrounding the log is also an integral     PANTONE 032 RED/BLACK LOGO
part of its design and should remain void of             ON CENTER
any elements that would obstruct the logo.

The word "Safety-Kleen" appears in a unique,
hand-drawn typeface when it is used as part
of the logo.  No other typeface should be
substituted for it when used with the logo.

Whenever possible, use a size as represented
on the chart.  It is important to note that
the large logo is not simply a blow-up of a
smaller one.  The proportions change slightly
to assume uniform optical image.

If you need a larger logo than shown, blow up
the largest on the sheet and adjust the "Safety-
Kleen" so that a vertical line bisecting the
hyphen touches the tip of the arrow.               [SMALLER "S" LOGO IN CIRCLE
                                                   WITH DIAGONAL LINE THROUGH
The following are general rules that have been     THE "S"]
created for the use of the logo that will help
maintain our identity.

*   Never use the "sk" alone without the word     [CIRCLE WITH NAME "SAFETY-
    "Safety-Kleen(R)" in the unique corporate     KLEEN(R) THROUGH CIRCLE AND
    logotype.                                     DIAGONAL LINE THROUGH NAME]



*   The word "Safety-Kleen(R)" must never
    be used alone in the unique corporate
    logotype.



*   If you have occasion to use the
    company name without the logo (such
    as in text, or on a sign perhaps),
    always use the approved                         SAFETY-KLEEN
    typeface, HELVETICA ULTRA CONDENSED       HELVETICA ULTRA CONDENSED -
    (see example).                              USED IN COPY SITUATIONS


---------------------------------------     ------------------------------------
EXCEPTION:                                  IMPORTANT:
---------------------------------------     ------------------------------------
The use of the Safety-Kleen logo on our     A registration mark (R) must be used
uniform is a pre-approved exception for     appropriately in the name and is an
these rules.  Permission from the           integral part of the image. A repro-
Manager-Advertising & Promotions must       duction sheet is provided as part of
be obtained for usage outside the rules     this brochure on the left.
of this brochure.
<PAGE>
The top of this page has copies of 13 Safety-Kleen logos in various sizes.

--------------------------------------------------------------------------------
     IMPORTANT: Please refer to specific color usage and guidelines for our
                            logos in this brochure.
--------------------------------------------------------------------------------

      The bottom half of this page has 5 WE CARE logos in various sizes with
                             copyright information.

<PAGE>

-------------------------------------
COLOR
-------------------------------------
The corporate colors are black and red            [This column has 4 Safety-
and act as unifying elements in the                Kleen logos in boxes in
Safety-Kleen identity program.  The red            various color combinations
is specified as PANTONE 032 for printing.          as follows:
Black is specified as "black."

Black is assigned to the top half of the
"S" and red to the bottom half as shown         PROPER SPECIFICATION OF OUR LOGO
the right.
                                                SOLID ONE COLOR OR SOLID BLACK
Use of the corporate color is not
intended to restrict using other colors         REVERSED OUT WHITE FROM
in promotional materials.  When used on         BACKGROUND
white, simply follow the prescribed
procedures for black/red combination            BLACK OVERPRINT IN COLOR
in the logo as outlined above.  The logo        BACKGROUND]
may also be one solid color on a white
page when using a one-color format.  The
logo can also be entirely black where
called for within the design.

When used over colors, the logo should
be given special consideration to assure
proper presentation.  For example,
when used over color(s), the logo can be
reversed out of the color(s), or coordi-
nated to the color scheme of the piece if
the color is light in value, the logo may
be printed over the color in black ink (see
examples on right).

 -----------------------------------------
  Signage for trucks use red and black
  rectangles as background colors and
  therefore the logo must reverse out of
  these colors.  Another approved
  variation is PANTONE(R) 199 (yellow)
  as part of the rectangles

     [two pictures of logo as
      described above]
------------------------------------------
<PAGE>
BRAND NAMES AND TRADEMARKS                        [This column contains
                                                   various colors of WE CARE
A brand name is an important asset of              logos in a box as follows:
the company.  Currently, Safety-Kleen uses
various trademarks such as AquaWorks(TM) or       SOLID BLACK
brands like WE CARE(R) to signify our
commitment to our industry and to our             110 OR 65 LINE SCREEN
customers.  AquaWorks(TM), for example,           WHITE TRAP IF USED ON A
is the registered trademark of our aqueous        BACKGROUND
solvent.  AquaWorks(TM) must always be used
as shown here, in upper and lower case.            SPOT OR PROCESS COLOR
                                                  SEE INSTRUCTIONS ON LEFT
The WE CARE symbol must not be changed under      FOR SPECS
any circumstances.  Like our logo, it is a
unique presentation and asset, and must be        SPOT OR PROCESS COLOR
guarded carefully by proper, consistant usage.     USED WITH WHITE TRAP]
As previously mentioned, the WE CARE symbol
does NOT take the place of the Safety-Kleen
logo.

--------------------------------------------
WE CARE(R) USAGE RULES
--------------------------------------------
* The WE CARE symbol can be printed in black
  ink

* The WE CARE symbol, where appropriate, can be
  printed using a 110 line screen or a 65 line
  screen of black ink as shown at right.

* Where appropriate, the WE CARE symbol can be
  printed in 4 color process:  Green (60 Cyan,
  51 Yellow); Blue (72 Cyan); Red (87 Yellow,
  91 Magenta).  For PANTONE(R) variations, use
  the following: 346 for GREEN, 2985 for Blue
  and 032 for Red.  When using 4 color, follow
  the rules of the Safety-Kleen symbol and
  logotype for color, making sure that there
  is white around the border of the WE CARE
  symbol.  White must be printed as a border
  if the symbol is used on a color other than
  white.

* When using WE CARE in text, be sure it is in
  upper case at all times, and it carries the
  registration (R) mark the first time it
  appears.

  If there is any uncertainty with usage of
  the Safety-Kleen logo, please contact the
  Manager-Advertising & Promotions.

[SAFETY-KLEEN  100 N. Randall Road
 LOGO]         Elgin, Illinois 60123
               847/697-8460
<PAGE>
                                   EXHIBIT D

                                  SUBSIDIARIES

--------------------------------------------------------------------------------
SUBSIDIARY                                   JURISDICTION OF
                                             INCORPORATION
--------------------------------------------------------------------------------
Ilium (Netherlands B.V.                      Netherlands
--------------------------------------------------------------------------------
Safety-Kleen Belgium S.A.                    Belgium
--------------------------------------------------------------------------------
Safety-Kleen Beteiligung GmbH                Germany
--------------------------------------------------------------------------------
Safety-Kleen France S.A.                     France
--------------------------------------------------------------------------------
Safety-Kleen Grundbesitz GmbH                Germany
--------------------------------------------------------------------------------
Safety-Kleen Ireland Limited                 Ireland
--------------------------------------------------------------------------------
Safety-Kleen Italia S.p.A.                   Italy
--------------------------------------------------------------------------------
Safety-Kleen U.K. Ltd.                       United Kingdom
--------------------------------------------------------------------------------
Safety-Kleen Europe Limited                  United Kingdom
--------------------------------------------------------------------------------
Wastebrass Limited                           United Kingdom
--------------------------------------------------------------------------------
Totalinner Limited                           United Kingdom
--------------------------------------------------------------------------------
Safety-Kleen Deutschland GmbH                Germany
--------------------------------------------------------------------------------
Safety-Kleen Espana, S.A.                    Spain
--------------------------------------------------------------------------------
Orm Bergold Chemie GmbH & Co.                Germany
--------------------------------------------------------------------------------
Orm-Chemie GmbH                              Germany
--------------------------------------------------------------------------------

<PAGE>

                                  [LETTERHEAD]





Safety-Kleen Corp.
1301 Gervais Street
Columbia, South Carolina 29201


11 August 2000

Gentlemen:

QUALITY ISSUES

We  refer  to  the  trade  mark  assignment  deed  (the  "ASSIGNMENT")   between
Safety-Kleen  Corp.,  Safety-Kleen  Systems,  Inc., and  Safety-Kleen UK Limited
dated the same date as this letter (this "LETTER").  All capitalised  terms used
in this Letter  shall have the meaning  given to them in the  Assignment  unless
otherwise indicated by this Letter.

We acknowledge your interests in preserving the goodwill, quality and reputation
of those trade marks (both  registered and unregistered and any applications for
registration  therefor),  trade  names,  logos  and  trade  dress of  which  you
currently are the proprietor  ("YOUR  MARKS").  Likewise,  you  acknowledge  our
reciprocal  interests in preserving the goodwill,  quality and reputation of the
TRADE MARKS and the OTHER MARKS (as defined in the Assignment).

Therefore:

1.   we  undertake  to you  that  our  use and  the  use of our  affiliates  and
     licensees  of the  Trade  Marks and the Other  Marks and the  products  and
     services offered under them; and

2.   you  undertake  to us that  your  use and  the use of your  affiliates  and
     licensees of Your Marks and the products and services offered under them,

shall be subject  to such  standards  of quality at least  equal to those met or
required to be met by you  immediately  prior to the date of the  Assignment  as
indicated by those set out in the Corporate  Identity  Program  attached to this
Letter or at any time as may be required by law. For the avoidance of doubt,  it
will not be  considered  a breach of this  undertaking  if such use of the Trade
Marks,  the Other Marks or Your Marks (as the case may be) is reasonably  varied
or modified to take into  account  business  developments,  marketing  issues or
material competitive pressures.

In addition:

1.   we acknowledge  that all right,  title and interest in and to Your Marks in
     all  territories  outside the Territory  are the exclusive  property of you
     and/or your licensees; and

2.   you  acknowledge  that all right,  title and  interest  in and to the Trade
     Marks and the  Other  Marks in the  Territory  are our  exclusive  property
     and/or that of our licensees.



15:02\3 August 2000\PXD\1821670.01



<PAGE>


For so long  as you are  using  Your  Marks  in any  jurisdictions  outside  the
Territory,  we  undertake  that we will not use or apply to  register  any trade
marks, trade names, logos and trade dress which are identical or similar to Your
Marks in any  jurisdictions  outside the  Territory  (whether or not you or your
affiliates or licensees are using such trade marks, trade names, logos and trade
dress in those jurisdictions).

In the event of a material breach of any of the  undertakings set out above, the
party which has  suffered  the breach  (the  "INITIATING  PARTY")  shall serve a
written notice on the other party (the "BREACHING PARTY") requiring it to remedy
the  breach  within 30 days of the date of that  notice  and  giving  reasonably
complete  details of the breach in  question  if such breach is capable of being
cured. If the Breaching Party falls to remedy the breach in question within that
30 day period,  the Initiating Party may sue the Breaching Party for any loss or
damage  suffered  as a result of that  breach,  including  loss of  profits,  or
injunctive  relief. We both agree that the foregoing  remedies shall be the only
remedies available to the Initiating Party as a result of a breach of any of the
undertakings set out above.

We also agree to notify you in writing as soon as possible upon  becoming  aware
of any  infringement  or improper  use of Your Marks and  likewise  you agree to
notify us in writing as soon as possible upon becoming aware of any infringement
or improper use of the Trade Marks or the Other Marks.  Subject to the remainder
of  this  paragraph,  where  one  of  us  reasonably  requests  assistance  (the
"REQUESTING  PARTY")  from the other (the  "ASSISTING  PARTY") in  bringing  any
actions,  claims or proceedings in relation to any such infringement or improper
use (including being joined as a party to any such action, claim or proceeding),
the assisting party shall give all reasonable assistance as the requesting party
may require.  The  requesting  party shall at all times  reimburse the assisting
party for all  reasonable  costs and expenses  incurred by it in  providing  the
assistance.  If joined in any action,  the assisting  party shall not enter into
any  settlement,  consent  judgement  or other final  disposition  or appeal any
judgement  in  relation  thereto  without  the  prior  written  consent  of  the
requesting party (such consent not to be unreasonably withheld or delayed).

All  notices,  requests or other  communications  to any party under this Letter
shall be in writing and shall be delivered  personally or sent by pre-paid first
class post (air mail if posted to or from a place outside the United Kingdom) to
the  address of each  party  stated  above or sent by fax,  in the case of us to
[Safety-Kleen  UK  Limited,  Safety-Kleen  House,  390 London  Road,  Isleworth,
Middlesex  TW75AN] and in the case of you, to Safety-Kleen  Corp.,  1301 Gervais
Street,  Columbia, South Carolina, 2920 1, in each case marked for the attention
of the [Company Secretary].

Either party may assign this letter or any of its rights,  duties or obligations
hereunder at any time, by operation of law or otherwise.  The provisions of this
Letter shall be binding upon and inure to the benefit of the parties  hereto and
their respective successor and permitted assigns.

This Letter shall be governed by and  interpreted in accordance with the laws of
the State of New York without reference to principles of conflicts of laws. Each
of the parties hereto (a) consents to submit itself to the personal Jurisdiction
of any  federal  court  located  in the State of New York or any New York  state
court  in the  event  any  dispute  arises  out  of  this  Letter  or any of the
transactions  contemplated by this Letter (provided,  that this clause shall not
affect the  agreement  between the parties  hereto with respect to the governing
law of the terms of the Assignment), (b) agrees that it will not attempt to deny
or defeat such personal  jurisdiction  by motion or other request for leave from
any such court and (c) agrees that it will not bring any action relating to this
agreement or any of the transactions contemplated hereby in any court other than
a federal or state court sitting in the State of New York.

                                        2
[New York #785432 v2]

<PAGE>


Please  acknowledge  your acceptance of the above terms by signing and returning
the attached copy of this Letter.

Yours sincerely


        /s/ Hyman Bielsky
----------------------------------------
Signed for and on behalf of SAFETY-KLEEN
UK LIMITED


        /s/ Henry H. Taylor  Secretary
----------------------------------------
Signed for and on behalf of SAFETY-KLEEN
CORP



15:02\3 August 2000\PXD\1821670.01
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</TEXT>
</DOCUMENT>
