SECOND AMENDMENT TO
                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
                                       AND
                               SECOND AMENDMENT TO
                   AMENDED AND RESTATED STOCK PLEDGE AGREEMENT

        This SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
   AGREEMENT AND SECOND AMENDMENT TO AMENDED AND RESTATED STOCK PLEDGE
   AGREEMENT (this "Second Amendment") is made and entered into as of May 30,
   1997, by and among (a) SUPERIOR SERVICES, INC., a Wisconsin corporation
   (the "Parent"), the subsidiaries of the Parent identified on Schedule 1 to
   the Credit Agreement defined below (the "Subsidiaries" and collectively
   with the Parent, the "Borrowers"), (b) BANKBOSTON, N.A., f/k/a THE FIRST
   NATIONAL BANK OF BOSTON, a national banking association having its
   principal place of business at 100 Federal Street, Boston, Massachusetts
   02110 ("BKB"), LASALLE NATIONAL BANK, a national banking association
   having its principal place of business at 135 South LaSalle Street,
   Chicago, Illinois 60603, BANK ONE, WISCONSIN, a Wisconsin banking
   association having its principal place of business at 111 East Wisconsin
   Avenue, Milwaukee, Wisconsin 53201, BANK OF AMERICA ILLINOIS, an Illinois
   banking association having its principal place of business at 231 South
   LaSalle Street, Chicago, Illinois 60697, and the other lending
   institutions which become parties to the Credit Agreement (collectively,
   the "Banks"), and (c) BKB, as agent for the Banks (the "Agent").

        WHEREAS, the Borrowers, the Banks and the Agent are parties to an
   Amended and Restated Revolving Credit Agreement dated as of March 26, 1997
   and amended by a First Amendment to Amended and Restated Revolving Credit
   Agreement and First Amendment to Amended and Restated Stock Pledge
   Agreement dated as of April 21, 1997 (as further amended and in effect
   from time to time, the "Credit Agreement"), pursuant to which the Banks
   have extended credit to the Borrowers on the terms set forth therein;

        WHEREAS, the Borrowers have informed the Banks that Superior of Ohio,
   an Ohio corporation and a Subsidiary of the Parent ("Superior of Ohio") is
   acquiring substantially all of the assets of the Companies (defined below)
   for a total purchase price of approximately $5,000,000 (the "Asset
   Purchase");

        WHEREAS, the Borrowers have informed the Banks that the Parent is
   entering into an agreement to acquire all of the capital stock of Noble
   Road Landfill, Inc., an Ohio corporation ("Noble") from Grant E. Milliron,
   an individual residing in the State of Ohio ("Milliron"), for a total
   purchase price of approximately $20,000,000 plus the additional share
   purchase price as set forth in Article 2.5 of the Purchase Agreement,
   defined below (the "Stock Purchase");

        WHEREAS, the Asset Purchase and the Stock Purchase (the
   "Acquisitions") are to be consummated substantially in accordance with the
   terms set forth in the draft Purchase Agreement and Plan of Reorganization
   dated as of May 14, 1997 among Milliron Waste Management, Inc., Gem
   Leasing, Inc., North Central Management, Inc., Milliron Paper Recycling,
   Inc., and Richland County Transfer & Recycling, Inc., each an Ohio
   corporation (the "Companies"), Milliron, the Parent, and Superior of Ohio
   (the "Purchase Agreement");

        WHEREAS, until the gate opening of the Noble Landfill (defined
   below), which is anticipated to occur in approximately September or
   October 1997 and which is a condition precedent to the final exchange of
   cash consideration in connection with the Stock Purchase (the "Final
   Exchange"), the Parent wishes to advance a loan of up to $4,000,000 to
   Noble (the "Noble Loan") pursuant to the construction loan agreement dated
   as of June 1, 1997 among the Parent and Noble (the "Noble Loan Agreement")
   for the construction of a landfill located in Richland County, Ohio (the
   "Noble Landfill");

        WHEREAS, the Parent has agreed to assign the fixed-rate promissory
   note payable by Noble to the Parent under the Noble Loan Agreement, and
   the Parent's security interests in the open-end mortgage granted by Noble
   to secure the Noble Loan, to the Agent for the benefit of the Banks (the
   "Assignments");

        WHEREAS, the Borrowers have requested that the Banks consent to the
   Acquisitions and the Noble Loan, and the Banks are willing to consent
   thereto on the terms set forth herein;

        WHEREAS, the Banks, the Agent, and the Borrowers have further agreed
   to amend the Credit Agreement as hereinafter set forth;

        NOW, THEREFORE, in consideration of the foregoing, and for other good
   and valuable consideration, the receipt and sufficiency of which are
   hereby acknowledged, the parties agree as follows:

        1.  Definitions.  Capitalized terms used herein without definition
   shall have the meanings assigned to such terms in the Credit Agreement.

        2.  Amendment to Section 7.4 of the Credit Agreement.  The second
   sentence of Section 7.4 of the Credit Agreement is hereby amended by
   deleting the first two words, "The Parent" and substituting "The
   Borrowers" in place thereof.

        3.  Amendment to Section 7.1(g) of the Credit Agreement.  Section
   7.1(g) of the Credit Agreement is hereby amended to delete the amount,
   "$10,000,000" and to substitute the amount "$3,000,000" in place thereof.

        4.  Amendment to Section 7.2 of the Credit Agreement.  

        (a)  Section 7.2(a) of the Credit Agreement is hereby amended to
   delete the amount, "$10,000,000" and to substitute the amount "$3,000,000"
   in place thereof.

        (b)  Section 7.2 of the Credit Agreement is hereby amended by adding
   the following subsection (j) to the end thereof:

             "(j) A first mortgage granted to Grant E. Milliron, an
   individual residing in the State of Ohio ("Milliron"), securing the
   Parent's obligation to pay royalties pursuant to Article 2.5 of the draft
   Purchase Agreement and Plan of Reorganization dated as of May 14, 1997
   among Milliron Waste Management, Inc., Gem Leasing, Inc., North Central
   Management, Inc., Milliron Paper Recycling, Inc., and Richland County
   Transfer & Recycling, Inc., each an Ohio corporation, Milliron, the
   Parent, and Superior of Ohio, an Ohio corporation and a Subsidiary of the
   Parent."

        5.  Consent.  Each of the Banks hereby consents to the Acquisitions
   and the Noble Loan, provided that: 

        (a)  the total aggregate purchase price paid by the Borrowers in
   connection with the Asset Purchase shall not exceed $5,000,000 cash plus
   (i) the liabilities assumed as set forth in Article 1.4 of the Purchase
   Agreement, plus (ii) the invoice price paid by the Companies for capital
   assets acquired after December 31, 1996, minus (iii) the long-term
   liabilities of the Companies as set forth in Article 2.1 of the Purchase
   Agreement;

        (b)  the total aggregate purchase price paid by the Borrowers in
   connection with the Stock Purchase shall not exceed $20,000,000 (of which
   $13,750,000 may be cash) minus (i) the long-term liabilities of Noble as
   set forth in Article 2.2 of the Purchase Agreement plus (ii) the
   additional share purchase price as set forth in Article 2.5 of the
   Purchase Agreement; and

        (c)  contemporaneously with the closing of the Stock Purchase and the
   acquisition by the Parent of all the capital stock of Noble in connection
   therewith, the Borrowers and Noble shall execute an amendment to the
   Credit Agreement and the Stock Pledge Agreement, and an allonge to each of
   the Notes, adding Noble as a Borrower, each in form and substance
   satisfactory to the Agent.

        6.  Ratification, etc.  The Credit Agreement, the other Loan
   Documents and all documents, instruments and agreements related thereto
   are hereby ratified and confirmed in all respects and shall continue in
   full force and effect.  This Second Amendment and the Credit Agreement
   shall hereafter be read and construed together as a single document, and
   all references in the Credit Agreement or any related agreement or
   instrument to the Credit Agreement shall hereafter refer to the Credit
   Agreement as amended by this Second Amendment.  This Second Amendment and
   the Stock Pledge Agreement shall hereafter be read and construed together
   as a single document, and all references in the Stock Pledge Agreement or
   any related agreement or instrument to the Stock Pledge Agreement shall
   hereafter refer to the Stock Pledge Agreement as amended by this Second
   Amendment.

        7.  GOVERNING LAW.  THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND
   CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
   AND SHALL TAKE EFFECT AS A SEALED INSTRUMENT IN ACCORDANCE WITH SUCH LAWS.

        8.  Counterparts.  This Second Amendment may be executed in any
   number of counterparts and by different parties hereto on separate
   counterparts, each of which when so executed and delivered shall be an
   original, but all of which counterparts taken together shall be deemed to
   constitute one and the same instrument.

        9.  Effectiveness.  This Second Amendment shall become effective upon
   the execution and delivery of this Second Amendment by the respective
   parties hereto (the "Effective Date").

        10.  Representations.  The Borrowers represent and warrant to the
   Agent and the Banks that:

        (a)  at the time of the Acquisitions, no Default or Event of Default
   has occurred and is continuing, and the Acquisitions will not otherwise
   create a Default or an Event of Default under the Credit Agreement; and

        (b)  the Borrowers have delivered to the Agent all items required
   under Section 7.4 of the Credit Agreement.

        11.  Covenants.  

             11.1  Deliveries by Borrowers.  The Borrowers agree to deliver,
   no later than thirty (30) days after the Effective Date, each of the
   following, in form and substance satisfactory to the Agent:

             (a)  duly executed Assignments; 

             (b)  an opinion of counsel to the Borrowers as to the due
        authorization and enforceability of the Assignments, and all other
        matters as the Agent may reasonably request; and

             (c)  the results of UCC searches with respect to the Companies
        and Noble indicating no liens other than Permitted Liens.

        Failure to deliver each of such items on or before thirty (30) days
   after the Effective Date shall constitute an Event of Default under the
   Credit Agreement.

             11.2  Repayment of Noble Loan.  Contemporaneously with the Final
   Exchange, the Noble Loan shall be repaid in full.  No more than thirty
   (30) days after the Final Exchange, the mortgage securing the Noble Loan
   shall be released, and satisfactory evidence thereof shall be delivered to
   the Agent.  

       12.  Entire Agreement.  THE CREDIT AGREEMENT AND THE OTHER LOAN
   DOCUMENTS AS AMENDED REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
   MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
   SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL
   AGREEMENTS BETWEEN THE PARTIES.

        IN WITNESS WHEREOF, each of the undersigned have duly executed this
   Second Amendment under seal as of the date first set forth above.


   BANKBOSTON, N.A., f/k/a
   THE FIRST NATIONAL BANK OF 
      BOSTON, individually and as Agent

   By:______________________________  
        Timothy M. Laurion
        Vice President

   LASALLE NATIONAL BANK

   By:______________________________  
        Michael Foster
        Senior Vice President

   BANK ONE, WISCONSIN

   By:______________________________  
        Mark P. Bruss
        Vice President

   BANK OF AMERICA ILLINOIS

   By:______________________________  
        Timothy J. Pepowski
        Senior Vice President

   SUPERIOR SERVICES, INC.
   SUPERIOR CRANBERRY CREEK LANDFILL, INC.
   SUPERIOR CONSTRUCTION SERVICES, INC.
   HARDROCK, INC.
   SUMMIT, INC. 
   SUPERIOR SPECIAL SERVICES, INC. 
   VALLEY SANITATION CO., INC. 
   SUPERIOR SERVICES OF ELGIN, INC. 
   SUPERIOR GLACIER RIDGE, INC. 
   LAND & GAS RECLAMATION, INC. 
   SUPERIOR OF WISCONSIN, INC. 
   SUPERIOR EMERALD PARK LANDFILL, INC. 
   SUPERIOR FCR LANDFILL, INC. 
   SUPERIOR SEVEN MILE CREEK LANDFILL, INC. 
   SUPERIOR OAK RIDGE LANDFILL, INC. 
   SUPERIOR OF MISSOURI, INC.
   SUPERIOR OF OHIO, INC.
   SUPERIOR SERVICES OF MICHIGAN, INC.
   SUPERIOR WASTE SERVICES OF PENNSYLVANIA, INC.
   HOMESTAND LAND CORP.
   M&N DISPOSAL, INC.


   By:______________________________  
        George K. Farr, Treasurer