EXHIBIT 10.34


G.W. "Bill" Dietrich
President and Chief Executive Officer



                 
                               Offer of Employment

October 5, 1998


Mr. Philip Auld

(Via Fax) (718) 628-7089


Dear Phil:

I am pleased to offer you the  position  of  Regional  Vice  President - Eastern
Region. In this position you will be responsible for all performance  aspects of
the  Eastern  Region and report to the  President.  You will  initially  work in
Wilmington,  Delaware and have  available a fax machine and dedicated  telephone
line  for  business  communications.  We will  review  this  office  arrangement
annually as the company is  accommodating  your  personal  family  circumstances
relative to your current location. You may in the future be required to relocate
if it is  determined  over the  course of time that a formal  region  office and
location may be better suited in another part of the Eastern Region.

The  Eastern  Region at least  initially  will  comprise  Ohio,  West  Virginia,
Pennsylvania,  New York State, New Jersey, Delaware,  Maryland, and New England.
Jim  Dancy  and you will  work out what is best  for  Virginia  as  appropriate.
Kentucky needs to be resolved  between the East,  South,  and Midwest RVP's. New
York City is specifically void of your  responsibility as it is my understanding
you are  prohibited  for one year to compete in the Metro New York City  market.
You  have  indicated  to me  there  are no  other  non-compete  issues  and  our
operations in New Jersey, are not included in your non-compete.

You are expected to make an immediate,  value-added  contribution  to the growth
and development of Superior Services in your area of  responsibility.  This is a
local  business  that  requires  sound  relationship  building,  effective  time
management,  personal discipline and individual drive to be successful. You must
be a  self-starter,  effective  communicator,  with a  winning  attitude  and an
unwavering  competitive,  team-oriented  spirit. In essence,  as a Regional Vice
President,  you are  expected to conduct  yourself to the highest  professional,
moral,  ethical, and socially responsible  standards as you perform your duties.
You are expected to take care of our customers, take care of our people, control
costs,  execute the growth plan and do so by performing to the highest of safety
standards in an environmentally sound and responsible way.



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Offer Letter: Philip Auld
October 5, 1998
Page Two

You  acknowledge  you can  effectively  conduct  business from your  Wilmington,
Delaware  location  and  fully  understand  the  importance  of  travel  in your
responsibilities as a Regional Vice President. Should at some point the business
needs / performance require relocation after your first year of employment,  but
not before, Superior Services, Inc. will:

            *     Be responsible  for the costs  associated with the movement of
                  your personal belongings, and reimburse you for the commission
                  expense On the sale of your home, should you own a home at the
                  time of your employment move.

                  Prior to receiving  reimbursement  of moving  expenses and any
                  relocation  expenses,  you will be required to sign Superior's
                  standard  agreement,  under which you will agree to  reimburse
                  Superior  a  prorated  amount  of such  expenses  if you leave
                  Superior's  employment  at any time within two years after the
                  date you have been relocated.

            *     In your new  location you and your spouse would be entitled to
                  house  hunting  trips,  and  temporary  living  expenses to be
                  customized to the  particular  circumstances  of your move and
                  Superior's  company  policies at that point in time. You and I
                  will  agree on the  details  of the  number  of house  hunting
                  trips, the amount of temporary living expense allowance,  etc.
                  prior to the time that relocation is required.

In your position of Regional Vice President - Eastern  Region,  you will receive
the following:

Base Salary:      $12,500 per month (annualized this is  $150,000/year)  payable
                  in accordance with Superior's payroll  procedures  (currently,
                  bi-weekly).   Effective  1/1/99,  your  compensation  will  be
                  $14,166.66 per month (annualized $170,000/year).

Management
Incentive
Plan:             You will be  eligible  for  $40,000  in cash  bonus  for 1998,
                  assuming an October start date, of which $25,000 is guaranteed
                  as a sign-on  bonus,  payable in accordance  with our standard
                  company     payroll     practices    and    Bill    Dietrich's
                  recommendation/evaluations. You must be employed on the day of
                  bonus payout  (typically in March,  1999 for the 1998 calendar
                  year),and you must perform to the highest standard of personal
                  professional conduct.





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Offer Letter: Philip Auld
October 5, 1998
Page Three

                  Your  eligible cash bonus and stock option bonus for 1999 will
                  be in accordance with the 1999  Management  Incentive Plan and
                  at the same  percentage  of base level as the other  three (3)
                  Regional  Vice  Presidents.  Although the 1999 plan is not yet
                  finalized,  and  requires  November  '98  Board  of  Directors
                  approval,  you can assume your cash bonus  eligibility will be
                  in the 60-100%of base compensation range. As a special sign-on
                  bonus given your current circumstances, you will be awarded an
                  extra 25 cents on the dollar for every bonus dollar earned for
                  the  performance  years 1999 and 2000,  up to a maximum  extra
                  award for the combined two years, not to exceed $100K. This is
                  being provided as an accommodation as a partial offset to what
                  you've  indicated  you  will be  forfeiting  ($150,000  in '98
                  bonuses  earned  to date) to join  Superior  Services  at this
                  time. To be eligible for this extra award, you must perform to
                  the highest of professional  standards and conduct as reviewed
                  by the Executive Team of Bill Dietrich and Peter Ruud, and you
                  must  achieve  at  least  95%   evaluation  of  your  Region's
                  financial growth and non-financial goals and objectives.

                  For  greater  than 120% of  Regional  performance  objectives,
                  eligible extra award will be raised to 35 cents per one dollar
                  of earned  cash  bonus  and $135K for two years in total.  All
                  other   terms  of  the   Management   Incentive   Plan  apply.
                  Calculations for Regional financial  performance are net after
                  bonus expense is included.

Signing
Incentive:        As an inducement to you to join Superior  Services,  Inc., the
                  Company  will grant you an  incentive  stock  option  (ISO) to
                  purchase thirty thousand  (30,000) shares of common stock. The
                  exercise price will be the closing bid price for the Company's
                  stock on your start date.  The ISO will vest 50% on your first
                  anniversary of employment, and 6-1/4% per quarter thereafter.

Non-Competition
Agreement:
                  As a condition  of  employment,  you are  required to sign the
                  standard   Superior   Services    Non-Competition    Agreement
                  (attached).  You  acknowledge  you  will  abide  by the  terms
                  outlined therein.

Auto
Allowance:        Auto allowance is  $500.00/month  less applicable  withholding
                  taxes.  This is an all inclusive  fixed sum to compensate  you
                  for the business use of your personal vehicle and is paid in a
                  separate payroll check, typically on the 15th of each month.





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Offer Letter: Philip Auld
October 5, 1998
Page Four
                  You will also be reimbursed for gas expenses  associated  with
                  the business use of your personal automobile. You must provide
                  receipts as support and file for reimbursement on your expense
                  report.  Expense  reports  are to be  prepared  and  submitted
                  monthly for the respective  calendar  month.  Send directly to
                  Bill Dietrich for approval.

Expense
Reimbursement:

                  You  will be  reimbursed  for  business-related  expenses,  in
                  accordance  with  Superior's  policies for  eligible  business
                  reimbursements.  Also  including  fax services and a dedicated
                  telephone  line  while  you  office  from your  home.  Include
                  receipts/charges on your expense report.

Benefits
Package:          Coverage  is in  accordance  with the  benefits  provided  for
                  Management  and Staff  internally  as Band I.  Included is the
                  waiver of the waiting  period for health,  dental,  and vision
                  coverage for you. You are covered  beginning  the first day of
                  your employment.  Please note,  Superior's current policy pays
                  90% of the monthly insurance premium;  employees pay 10% which
                  is done through payroll deduction. Please refer to the various
                  benefit and employee  handbooks.  Your total health  insurance
                  premium for family coverage is $30.00 at this time;  dental is
                  $3.00 per bi-weekly pay period.


                  You will be eligible for fifteen days of vacation per calendar
                  year for each of your first four years.

                  Beginning in year five,  your vacation will increase to twenty
                  days per year. Additionally, you are eligible for two floating
                  personal  days  annually  to be  taken at your  discretion  in
                  addition to the standard  company  holiday  schedule  observed
                  starting with the calendar year 1999. This is standard company
                  policy.

                  You will  receive term life  insurance  paid by the Company in
                  accordance with the policy of the Company.  At this time, that
                  policy  provides  coverage equal to two times your annual base
                  salary.  You are  eligible  to  purchase  (payroll  deduction)
                  additional  coverage  equal  to two  times  your  annual  base
                  salary. The cost of that additional coverage is dependent upon
                  various  factors  including  age.  The Company  also  provides
                  short-term disability and long-term disability coverage.



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Offer Letter: Philip Auld
October 5, 1998
Page Five

                  You may participate in the Company's 401(k) plan once you meet
                  the eligibility requirements.

In the event that your employment is terminated due to a "change in control", it
is agreed  Superior is  responsible  for providing you with a severance  payment
equal to two times  annual  base salary and all  options  granted  will be fully
vested. A "change in control" shall be deemed to have occurred if:

            (a)   any  person  (other  than  any  employee  benefit  plan of the
                  Company,   any   subsidiary  of  the  Company  or  any  person
                  organized,  appointed, or established pursuant to the terms of
                  any such benefit plan) is or becomes the  beneficial  owner of
                  securities  of the  Company  representing  at least 50% of the
                  combined  vesting  power  of the  Company's  then  outstanding
                  securities; or

            (b)   there  shall be  consummated  (x) any  consolidation,  merger,
                  share exchange or other business combination of the Company in
                  which  the  Company  is  not  the   continuing   or  surviving
                  corporation  or  pursuant  to which  shares  of the  Company's
                  capital  stock would be converted  into cash,  securities,  or
                  other property, other than a merger of the

                  Company in which the holders of the  Company's  capital  stock
                  immediately  prior to the merger  have the same  proportionate
                  ownership  of  capital  stock  of  the  surviving  corporation
                  immediately after the merger, or (y) any sale, lease, exchange
                  or other  transfer (in one  transaction or a series of relaxed
                  transactions) of all or substantially  all of the consolidated
                  assets of the Company.

This offer is contingent upon the fact you represented  that you are not subject
to  any  noncompetition  agreements,  except  for  the  one-year  noncompetition
agreement  between you and Waste  Management,  Inc., which covers only Metro New
York City.

If this accurately  describes your understanding of our prior  discussions,  and
you are in agreement with the terms of this offer, please acknowledge acceptance
below and return to my attention. Additionally, by acceptance of this offer, you
acknowledge  you may  freely  accept  this  offer  and you are not  bound by any
employment   agreement  or  non-compete   agreement  that  would  prohibit  your
acceptance of this offer,  except as noted; and, as such, you agree to indemnify
and hold harmless Superior  Services,  Inc.  regarding this offer of employment.
Additionally,  you  acknowledge  you have never been a party or  involved in any
conduct or  activity  in  violation  of law or  ethical  business  practice  and
conduct.  You  affirm  there  are no  background  issues  that if  Superior  was
knowledgeable about such events, would otherwise preclude your employment by the
Company.



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Offer Letter: Philip Auld
October 5, 1998
Page Six

This offer is good for an expected  employment  start date of idealy October 21,
1998,  but not later  than  October  28.  Should  conditions  preclude  you from
starting as indicated,  Superior  reserves the right to withdraw this offer. You
may start earlier if possible.

You  further  acknowledge  upon  acceptance  of this  offer,  Superior  has your
permission to immediately  publicly  announce your joining Superior  Services on
the date of acceptance. Should you chose not to join Superior after Superior has
made  such  an   announcement,   Superior  could  be  subject  to   considerable
embarrassment,  and  other  possible  injury  and  you  promise  to  immediately
reimburse  Superior in an amount to be determined by Superior as being  adequate
compensation for this inconvenience,  not to exceed $100,000.  This provision is
included in this offer of employment as a safe guard for  Superior's  commitment
to you,  given the extended  period of time you plan to remain with your current
employer  after  accepting  this offer.  This  provision is not intended to be a
reflection  of anything  other than  protecting  the best  interests of Superior
while you are working for a competitor.

I am excited  about your joining  Superior  Services,  and we all are  anxiously
looking  forward to your  contribution to the growth and development of Superior
Services,  Inc.  Welcome to the Superior family and to this Superior  Management
team as we focus on building a Superior Company, one step at a time, through the
pursuit as excellence.

Sincerely,



G.W. "Bill" Dietrich
President and Chief Executive Officer

Attachment


         ACKNOWLEDGED and AGREED TO:

         ------------------------------------------
         Philip Auld

         This  ________  day of October 1998