EXHIBIT 10.24

                                                  Employee's Name: Peter J. Ruud



                        AMENDMENT TO EMPLOYMENT AGREEMENT

       THIS  AMENDMENT  (this  "Amendment"),   dated  as  of  August  18,  1998,
supplements  and amends the  Employment  Agreement,  dated  January 1, 1996 (the
"Agreement"),  by and between SUPERIOR SERVICES,  INC., a Wisconsin  corporation
(the "Company"),  and the named executive set forth above (the "Employee").  All
defined  terms used herein and not defined shall have the same meaning as in the
Agreement.

                               W I T N E S S E T H

       WHEREAS,  pursuant to Section 8 of the  Agreement,  the  Employee and the
Company desire to supplement and amend the Agreement as  specifically  set forth
in this Amendment.

       NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the mutual
covenants and agreements herein set forth, and for other valuable consideration,
the parties hereto covenant and agree as follows:

       1. Section 4(A) of the  Agreement is hereby  amended and restated to read
in its entirety as follows:

              "(A)  Termination  by the Company.  The employment of the Employee
              under this Agreement,  while the Employee is on active status, may
              be terminated at any time by the Company:

                     (i)  if  the  Board  of  Directors  of  the  Company  (by a
              two-thirds  vote) shall  determine  that this  Agreement  shall be
              terminated for 'Cause;' provided, however, that the Employee shall
              not be deemed  to have  been  terminated  for  Cause  without  (i)
              reasonable  written  notice  to the  Employee,  setting  forth the
              reasons for the Company's  intention to terminate him for 'Cause;'
              (ii) an opportunity  for the Employee,  together with his counsel,
              to be heard before the Board;  and (iii)  delivery to the Employee
              of a written notice of termination (which date of delivery of such
              notice  shall be the  'Early  Termination  Date')  from the Board,
              finding  that, in the good faith  reasonable  opinion of the Board
              (as  evidenced by a  two-thirds  vote  thereof),  the Employee was
              guilty  of  conduct   constituting   'Cause'  and  specifying  the
              particulars  thereof in detail;  for  purposes of this  Agreement,
              'Cause'  shall  mean the  following  and only the  following:  the
              Employee's final and  nonappealable  conviction of, and sentencing
              for, a felony offense for a crime involving an act by the Employee
              of conduct on behalf of the Company  that  results in the Employee
              being physically imprisoned in a federal or state penitentiary; or


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                     (ii) for any reason, in its sole discretion,  after written
              notice to the Employee,  which  termination  shall be effective at
              the end of the term of this  Agreement as in effect at the date of
              such  notice,  so that  the  term of this  Agreement  will  not be
              shortened by such notice of termination,  but no future extensions
              of the term hereof shall occur after such notice.

       2. Section 4(B) of the  Agreement is hereby  amended and restated to read
in its entirety as follows:

              "(B) Termination Payment and Benefits. In the event of termination
              of the Employee's  employment  under this Agreement by the Company
              under  Section  4(A)(i),  the  Employee  shall only be entitled to
              receive the monthly  installment  of his Base Salary being paid at
              the time of such termination and,  notwithstanding anything to the
              contrary  herein   contained,   the  Employee  shall  receive  all
              compensation,  expense  reimbursements and other benefits to which
              he is  otherwise  entitled  hereunder  through  the  date  of  the
              Employee's  termination for Cause and, in addition,  shall receive
              all other  benefits to which he is  otherwise  entitled  under any
              benefit  plans as then in effect or  otherwise  under  this or any
              other  agreement.  If this  Agreement  is  terminated  pursuant to
              Section  4(A)(ii),  the Company  shall be  obligated to pay to the
              Employee  a  severance   payment  equal  to  the  average  of  the
              Employee's annual total compensation  reportable by the Company on
              Form W-2 (i.e.,  base  salary,  plus bonus  amounts  and all other
              taxable  compensation)  over  the  five  (5)  fiscal  years of the
              Company  (or  such  shorter  period  that  the  Employee  has been
              employed by the Company)  immediately  prior to such  termination,
              multiplied by three (3). Such  severance  payment shall be payable
              in a lump sum payment within fifteen (15) days of the  termination
              of the  Employee's  employment.  If this  Agreement is  terminated
              pursuant to Section  4(A)(ii),  until the Employee reaches age 85,
              the Employee and his wife,  and each of their  children until they
              reach the age of 21,  shall  also  each be  entitled  to  receive,
              without  premium,  co-pay or deductible  charges,  full health and
              medical,  dental and vision care as provided by the Company to its
              senior executive  employees;  provided,  that the Employee and his
              wife  shall not be  limited  to their  choice(s)  of doctor or the
              location(s)  at  which  such  care is  provided.  If,  after  this
              Agreement is terminated pursuant to Section 4(A)(ii), the Employee
              dies prior to reaching age 85, his wife shall  continue to receive
              such health care benefits on the same terms and conditions,  until
              the date when the Employee would have otherwise reached age 85 but
              for his  death,  and  each of their  children  shall  continue  to
              receive such health care benefits on the same terms and conditions
              until they reach age 21."



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       3. Section 4(C) of the  Agreement is hereby  amended and restated to read
in its entirety as follows:

              "(C) Termination by Employee; Automatic Termination Upon Change in
              Control.

                     (i)  Employee  shall have the right at any time  during his
              employment,  by  giving  written  notice to the  Secretary  of the
              Company,  to  terminate  the  Employee's   employment  under  this
              Agreement  effective ninety (90) days after the date on which such
              notice is given by the Employee.  In the event the Employee  shall
              make such election  under this  Subsection  4(C)(i),  the Employee
              shall, in addition to all other reimbursements, payments, or other
              allowances  required to be paid under this  Agreement or under any
              other plan, agreement, or policy which survives the termination of
              this  Agreement,  be entitled to be paid,  the Base Salary payable
              during such ninety  (90) day period  following  the giving of such
              notice.  Thereupon,  this agreement  shall  terminate and Employee
              shall have no further  rights  under or be  entitled  to any other
              benefits  of this  Agreement,  provided  that  the  provisions  of
              Section 5 shall survive such termination.

                     (ii) In the event of a Change in Control of the Company, as
              defined in the Key Executive  Employment and Severance  Agreement,
              dated as of August 15, 1995, between the Company and the Employee,
              as amended (the 'KEESA'),  this Agreement shall  automatically  be
              terminated upon such Change in Control of the Company, except that
              the  provisions of this  Subsection  4(C)(ii) and Section 5 hereof
              shall survive such  termination and, on the effective date of such
              Change  in  Control  of the  Company  (in  addition  to any  other
              payments or benefits to which the Employee is  otherwise  entitled
              under this Agreement,  the KEESA or otherwise),  the Company shall
              pay or issue to the Employee the maximum amount of all cash, stock
              option and other  bonuses and  benefits  that the  Employee  would
              otherwise have been eligible to receive for the year in which such
              Change in Control of the Company occurs,  prorated for the portion
              of such year then completed.  Beginning immediately from and after
              the effective date of the Change in Control of the Company and the
              termination of the Employee's employment  hereunder,  the Employee
              shall continue to serve the Company as an  independent  contractor
              consultant  from the date of the Change in Control of the  Company
              through the  expiration of the then current term of this Agreement
              that  would  otherwise  have been in effect  without  taking  into
              account  such Change in Control of the Company  (the  'Consultancy
              Period'). During the Consultancy Period, the Company shall pay the
              Employee,  in cash, on a monthly basis,  consulting  fees equal to
              the  Employee's  Base  Salary  then in  effect  at the date of the
              Change in Control of the Company.  During the Consultancy  Period,
              the Employee  shall not be required to devote,  and payment of the
              Employee's   compensation   and  benefits  under  this  Subsection
              4(C)(ii)  may  not  be  conditioned  on,   delayed,   withheld  or
              diminished by the Employee's failure to devote any

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              specific amount of time, energy, effort, expertise or ability as a
              consultant  to the  Company  or to  perform  any  services  to the
              Company at any particular time and/or location or to any specified
              level or expectation  of performance or results.  The Employee may
              perform his  consulting  services  under this  Subsection  in such
              manner,  at  such  times  and  in  such  locations  (including  by
              telephone, mail, facsimile,  telecommunication or the like) as the
              Employee  determines in his  discretion is appropriate or adequate
              under the circumstances. During the Consultancy Period, either the
              Employee  or the  Company  may,  upon notice to the other party as
              provided  herein,  elect to immediately  terminate the Consultancy
              Period,  whereupon the entire amount of the  consulting  fees that
              would otherwise have been paid to the Employee  through the end of
              the Consultancy  Period shall be accelerated and the Company shall
              pay all  such  fees to the  Employee  in a  single  lump-sum  cash
              payment  within ten (10) days of the date of such  notice.  If the
              Employee  dies or becomes  permanently  disabled  (for purposes of
              Section  4(E)  below)  during  the  Consultancy  Period,  then the
              payment of the consulting fees that would otherwise have been paid
              to the Employee through the end of the Consultancy Period shall be
              accelerated  and  the  Company  shall  pay  all  such  fees to the
              Employee or his fiduciary in a single lump-sum cash payment within
              ten (10) days of such death or  disability.  For  purposes of this
              paragraph,  the term  'Company'  refers to the  Company  or to its
              acquiror as appropriate."

       4. Section 4(F) of the  Agreement is hereby  amended and restated to read
in its entirety as follows:

              "(F)  Effect of KEESA.  This  Agreement  shall be  subject  in all
              respects to the  provisions of the KEESA.  This  Agreement  (other
              than  Subsection  4(C)(ii) and Section 5 hereof)  shall  terminate
              upon a Change in Control of the Company,  as defined in the KEESA.
              In such  event,  the  Employee  shall  have no  further  rights or
              obligations   under  this   Agreement   (other  than  pursuant  to
              Subsection 4(C)(ii) hereof)."

       5. Except as specifically set forth above, all other terms and conditions
of the  Agreement  shall  continue in full force and effect,  unaffected by this
Amendment.  This Amendment shall be effective for all purposes immediately as of
the date first written above.


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       IN WITNESS  WHEREOF,  the  Executive and the Company have set their hands
hereto as of the date above.

                                              SUPERIOR SERVICES, INC.



______________________________                By:______________________________
 Executive                                          Joseph P. Tate
                                                    Chairman of the Board


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