EXHIBIT 10.35



December 7, 1998



Mr. Larry E. Goswick
4905 Paces Trail, #625
Arlington, TX  76017

Dear Larry:

I am pleased to offer you the Regional Vice President - Midwest Region  position
with Superior Services, Inc. (Superior).  Your responsibilities will be assigned
by G. W. "Bill" Dietrich, President and Chief Executive Officer.

You must be a self-starter,  effective communicator, with a winning attitude and
unwavering competitive spirit, performing to the highest of professional, moral,
ethical,  legal,  environmental,   regulatory  and  safety  standards.  In  this
position,  you  are  responsible  for  the  profitable  growth  and  all  around
performance of your Region.

You will be located in  Wisconsin at a site as yet to be  determined  by you and
Bill Dietrich. This will require you to relocate.

Superior Services, Inc. will:

       -      Be responsible for the costs  associated with the movement of your
              personal belongings, and limited interim living expenses.

       -      We will provide you with a temporary living allowance up to $4,000
              per month for a period  not to exceed  four (4)  months to be used
              toward temporary  living expenses.  You will be required to submit
              to Bill Dietrich  monthly  expense reports to support your request
              for reimbursement.

       -      Should you choose to voluntarily  leave  employment  with Superior
              Services during the first two (2) years of employment, you promise
              to reimburse  Superior for temporary living expenses and all other
              relocation  expenses for which you were  reimbursed for the period
              of time you did not complete two years of employment. Superior may
              withhold these amounts from any other

Larry E. Goswick
<PAGE>


Offer Letter dated 12/07/98
Page 2


              compensation  which may be due. Balances to be paid within 14 days
              of term.

In your position you will receive the following:

Base Salary:  $12,083 per month  (annualized to $145,000)  payable in accordance
              with Superior's payroll procedures for 1998.

Bonus:        You  will  be  eligible  for a cash  bonus  in 1999  based  on the
              following criteria:

              (a)    15% of your base  salary for meeting  targeted  revenue for
                     the Midwest Region, 18% of base salary for meeting targeted
                     EBIT dollars for the Midwest Region, and 15% of base salary
                     for  meeting  targeted  EBIT  percentage  for  the  Midwest
                     Region.  In order to receive  the 15%  portion of the bonus
                     related to the targeted  revenue  goal,  you must also meet
                     either the EBIT dollar or EBIT percentage goal.

              (b)    .6% of  your  base  salary  for  each 1%  increase  in 1999
                     Earnings Per Share over actual 1998 Earnings Per Share.

              (c)    If you  earn  all  three of the  bonus  measurements  in a)
                     above, an additional bonus of .48% of your base salary will
                     be awarded for each 1% EBIT dollar performance over Midwest
                     Region  targeted  EBIT  dollars,  up to a maximum of 24% of
                     base salary.

              You will be eligible to earn Incentive  Stock Options (ISO) in the
              amount of 1,500  options per 1% increase in Earnings  Per Share in
              1999 over 1998 actual Earnings Per Share.

Auto
Allowance:    Auto  allowance  is $500.00  per  month,  plus  reimbursement  for
              business   gas,   less   applicable    withholding    taxes.   Gas
              reimbursements  require  receipts  and are to be  included on your
              expense accounts. This is an all inclusive fixed sum to compensate
              you for the business use of your personal vehicle and is paid as a
              separate payroll check on the first pay date of the month.


Larry E. Goswick
Offer Letter dated 12/07/98
Page 3

<PAGE>


Expense
Reimbursement:       You will be reimbursed for  business-related  expenses,  in
                     accordance with generally  accepted  practices for eligible
                     business reimbursements.

                     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.   Submit  your  expense  reports  to  Bill
                     Dietrich.

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.

Noncompetition
Agreement:           As a condition of  employment,  you have agreed to sign the
                     Superior  Services,  Inc.   Noncompetition   Agreement  and
                     further agree to fully honor the specifics referred therein
                     (see attached).

Severance
Payment:             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.  Any  severance  shall be paid in thirty-six
                     equal monthly  installments  or in one total payment at the
                     direction of the employee.  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  voting
                            power of the Company's then outstanding  securities;
                            or



Larry E. Goswick
Offer Letter dated 12/07/98
Page 4
<PAGE>


                     (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.


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 noncompete agreement that would prohibit your acceptance
of this offer,  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.

We are excited about your joining  Superior  Services,  Inc., and we are looking
forward  to your  contribution  to the growth and  development  of the  Company.
Welcome to the Superior team!

Sincerely,



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

         ACKNOWLEDMENT:


         ------------------------------------------        -----------------
         (Signature) Larry E. Goswick                      (Date)