EXHIBIT 10.11

                     AMENDMENT TO 1996 EQUITY INCENTIVE PLAN


       THIS AMENDMENT dated as of this 24th day of November,  1998 ("Amendment")
amends the Superior  Services,  Inc. 1996 Equity  Incentive Plan (the "Plan") to
the extent  set forth  herein.  Defined  terms  used in this  Amendment  and not
otherwise defined shall have the meaning ascribed thereto in the Plan.

                                   WITNESSETH:

       WHEREAS,   on  November  24th  1998,  the  Board  of  Directors  approved
resolutions to amend the Plan as specified herein.

       NOW,  THEREFORE,  BE IT RESOLVED,  that the lead-in  paragraph to Section
6(a) of the Plan shall be deleted in its  entirety  and the  following  shall be
substituted therefore:

       Section 6. Option Grants to Independent Directors.

              (a) Options to  Independent  Directors.  The  Company  shall grant
       Non-Qualified Stock Options to Independent Directors as set forth below:

       FURTHER RESOLVED,  that Paragraph 6(a)(i) of the Plan shall be deleted in
its entirety and the following shall be substituted therefore (all new additions
being underlined and all deletions struck through):

              (i) Grant of Options.  Each Independent  director newly elected or
       appointed to the Board of Directors  during the term of the Plan shall be
       granted  automatically,  on the  date of such  election  or  appointment,
       Non-Qualified Stock Options to purchase 10,000 Shares. In addition to the
       foregoing,  on the date of each  annual  meeting of  shareholders  of the
       Company,  each then serving and continuing  Independent director shall be
       granted  automatically  a  Non-Qualified  Stock Option to purchase  2,500
       Shares.  Finally,  the Committee  shall be authorized to grant Options to
       purchase  such number of Shares as the Committee  shall  determine to any
       Independent  Director  at any  time  during  his  term as an  Independent
       Director (each, a "Special Grant").

       FURTHER RESOLVED,  that Paragraph  6(a)(iii) of the Plan shall be deleted
in its  entirety  and the  following  shall  be  substituted  therefor  (all new
additions being underlined and all deletions struck through):
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              (iii) Option Term. The term of each Option shall end on the sooner
       to occur of ten  years  from the date of its  grant or one year  from the
       date the Independent  Director  ceases to be an Independent  Director for
       any reason.

       FURTHER RESOLVED, that Paragraph 6(a)(iv) of the Plan shall be deleted in
its entirety and the following shall be substituted  therefor (all new additions
being underlined and all deletions struck through):

              (iv) Vesting. Each initial grant of Non-Qualified Stock Options to
       an  Independent  Directors  hereunder  (upon  an  Independent  Director's
       initial  election or  appointment to the Board) will vest ratably over an
       approximate  three-year  period (i.e.,  one-third on the Company's  first
       annual  shareholders  meeting date occurring at least 12 months after the
       initial  grant,   another   one-third  on  the  next  succeeding   annual
       shareholders  meeting  and the  final  one-third  on the next  succeeding
       annual  shareholders  meeting);  provided that, the Independent  Director
       continues  to serve as a member of the Board of  Directors  at the end of
       each  vesting  period with respect to the  increment  then  vesting.  The
       annual grants and grants of  Non-Qualified  Stock Options to  Independent
       Directors on the date of each annual meeting of Company shareholders will
       vest in full on the six month  anniversary of the annual meeting on which
       such  Non-Qualified  Stock  Options  were  granted,  provided,  that  the
       Independent  Director  remains a member of the Board of Directors on such
       six month anniversary date. Special Grants of Non-Qualified Stock Options
       to Independent Directors shall vest as determined by the Committee at the
       time of grant. Notwithstanding the aforementioned vesting provisions, all
       outstanding   Non-Qualified  Stock  Options  granted  to  an  Independent
       Director under the Plan will vest  immediately  and in full upon a Change
       in  Control,  the  death  or  disability  of such  Independent  Director,
       provided, that the Independent Director continues to serve as a member of
       the Board of Directors on the date of such occurrence.

       FURTHER RESOLVED,  that the Amendment shall be effective immediately and,
except as amended  by this  Amendment,  the Plan shall  remain in full force and
effect.

       FURTHER RESOLVED,  that the Amendment to Paragraph  6(a)(iii) of the Plan
shall be  retroactively  effective  and shall  apply to all  options  granted to
independent directors pursuant to the Plan, including but not limited to options
granted prior to the date of this Amendment.

       FURTHER  RESOLVED,  that the relevant  approved form of option agreements
which set forth the terms and conditions of any option previously  granted to an
independent  director  pursuant  to the Plan shall be  amended  to  reflect  the
Amendment to Paragraph 6(a)(iii) set forth herein.

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       IN WITNESS  WHEREOF,  the Company has caused  this  Amendment  to be duly
executed, as of the date and year first above written.

                                       SUPERIOR SERVICES, INC.


                                       By:     
                                          Peter J. Ruud, Esq.
                                          Secretary