EXHIBIT 10.29

                                                Employee's name:  Gary Blacktopp
                                                Date:  August 18, 1998


                                Second Amendment
                                       To
                              Employment Agreement


This Amendment ("Amendment"),  dated as of the date set forth above, supplements
and amends the Employment Agreement, dated January 1, 1997 ("Agreement"), by and
among Superior  Services,  Inc., a Wisconsin  corporation  ("Company"),  and the
named executive set forth above ("Employee").  All defined terms used herein and
not defined shall have the same meaning as in the Agreement.

Whereas,  pursuant to Section 8 of the Agreement,  the Executive 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 2 of the  Agreement is hereby  amended and restated to read in
its entirely as follows:

           2.  TERM  Subject  only  to  the  provisions  of  Section  4 of  this
Agreement,  the term of the Employee's  employment under this Agreement shall be
for a term of two (2) years.  The term of this Agreement shall be  automatically
extended for one  additional  year on each  anniversary  date of this  Agreement
unless, at least one (1) year prior to such anniversary date, either Employee or
the Company shall have given  written  notice to the other that it does not wish
to  extend  the Term.  References  herein  to the Term  shall  refer to both the
initial Term and any such extended Term.

       2. Section 4 of the  Agreement is hereby  amended and restated to read in
its entirety as follow:

           4. TERMINATION

                  4.1   Termination by the Company Defined

               (a)  Termination  Without  Cause.  Subject to the  provisions set
forth in Paragraph 4.3 below,  "Termination  Without Cause" shall constitute any
termination  by the Company  other than  termination  for "Cause" (as defined in
Paragraph 4.1(b) below).

               (b) Termination for Cause. Subject to the provisions set forth in
Paragraph  4.3  below,  during  the Term,  the  Company  shall have the right to
terminate  this Agreement for "Cause." For purposes of this  Agreement,  "Cause"
shall mean (i) the willful and continued  failure of Employee  substantially  to
perform his or her duties (other than as a result of physical or mental illness)
or (ii) upon a determination  that the Employee (A) has engaged in willful fraud
or defalcation  involving funds or other assets of the Company,  or (B) has been
convicted  of, or has pleaded  nolo  contendere  to, a felony or any other crime
involving moral turpitude.

               (c) Termination by Reason of Death or Disability.  Subject to the
provisions  set forth in Paragraph 4.3 below,  during the Term,  this  Agreement
shall  terminate  by reason of  Employee's  death or Permanent  Disability.  For
purposes  of  this  Agreement,   "Permanent  Disability"  shall  have  the  same
definition  as  contained in the group  long-term  disability  insurance  policy
maintained by the Company.

           4.2 Termination by Employee Defined

               (a) Termination  Other Than For Good Reason following a Change in
Control.  Subject to the provisions  set forth in Paragraph 4.3 below,  Employee
shall have the right to terminate  this  Agreement for any reason other than for
Good  Reason (as  defined in 


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<PAGE>

Paragraph 4.2 (b) below),  upon written notice  delivered to the Company 30 days
prior to the effective date of termination  specified in such notice (which date
shall be the applicable Early Termination Date).

               (b) Good Reason Following a Change in Control. Following a Change
in  Control,  "Good  Reason"  shall mean,  without  Employee's  express  written
consent,  a material  breach of this  Agreement  by the Company,  including  the
occurrence  of any of the  following  circumstances,  which  breach is not fully
corrected  within 30 days after written notice thereof  specifying the nature of
such breach has been delivered to the Company:

                      (i) the assignment to Employee of any duties  inconsistent
           with the position in the Company that Employee held immediately prior
           to the Change in Control,  or an adverse  alteration in the nature or
           status  of   Employee's   responsibilities   from   those  in  effect
           immediately prior to such change;

                      (ii) a  substantial  change in the nature of the  business
           operations of the Company;

                      (iii) a reduction by the Company in employee's Base Salary
           as in effect on the date hereof or as the same may be increased  from
           time to time;

                      (iv) the relocation of the Company's  principal  executive
           offices  to  a  location  more  than  25  miles  from  the  Company's
           headquarters  location immediately prior to the Change in Control, or
           the Company's  requiring Employee to be based anywhere other than the
           Company's principal executive offices,  except for required travel on
           the Company's  business to an extent  substantially  consistent  with
           Employee's  business  travel  obligations  immediately  prior  to the
           Change in Control;

                      (v) the failure by the Company to pay Employee any portion
           of his current compensation;

                      (vi) the  failure by the Company to continue in effect any
           compensation plan in which Employee participates immediately prior to
           the  Change  in  Control  which  is  material  to  Employee's   total
           compensation, unless an equitable arrangement (embodied in an ongoing
           substitute  or  alternative  plan) has been made with respect to such
           plan,  or the  failure by the  Company  to  continue  the  Employee's
           participation  therein (or in such substitute or alternative plan) on
           a basis not materially less favorable, both in terms of the amount of
           benefits  provided and the level of  participation  relative to other
           participants, as existed at the time of the Change in Control;

                      (vii) the  failure by the  Company to  continue to provide
           Employee  with benefits  substantially  similar to those under any of
           the Company's  medical,  health and accident,  or disability plans in
           which  Employee  was  participating  at the  time  of the  Change  in
           Control, the taking of any action by the Company which would directly
           or  indirectly  materially  reduce  any of such  benefits  or deprive
           Employee of any material  fringe benefit enjoyed by him or her at the
           time of the  Change in  Control,  or the  failure  by the  Company to
           provide Employee with the number of paid vacation days to which he or
           she is entitled on the basis of years of service  with the Company in
           accordance  with Company's  normal  vacation  policy in effect at the
           time of the Change in  Control or  pursuant  to  Employee's  existing
           employment agreement, if any; or

                      (viii)the  failure of the Company to obtain a satisfactory
           agreement  from any  successor  to assume and agree to  perform  this
           Agreement.

       Notwithstanding   the  above,  during  the  one-year  period  immediately
following  the  occurrence  of a Change in  Control,  "Good  Reason"  shall mean
termination  of  employment  by the  Employee for any reason other than death or
Permanent Disability.

       Employee's right to terminate Employee's employment for Good Reason shall
not be  affected by  Employee's  incapacity  due to physical or mental  illness.
Employee's  continued employment shall not


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<PAGE>

constitute  consent to, or a waiver of rights with respect to, any  circumstance
constituting Good Reason hereunder.

           4.3  Effect of  Termination.  In the event  that  this  Agreement  is
terminated  by the Company or Employee  during the Term in  accordance  with the
provisions  of this  Paragraph  4, the  obligations  and covenant of the parties
under this  Paragraph 4 shall be of no further force and effect,  except for (i)
the  obligations  of the parties set forth below in this Paragraph 4.3, and (ii)
the provisions of Paragraph 5 below. Except as otherwise specifically set forth,
all amounts due upon termination shall be payable on the date such amounts would
otherwise have been paid had this Agreement continued through the Term.

       In the  event  of any  such  early  termination  in  accordance  with the
provisions of this Paragraph 4.3, employee shall be entitled to the following:

                      (a) Termination by the Company

                              (i)  Termination  Without Cause. In the event that
               the Company  terminates this Agreement  without Cause pursuant to
               paragraph 4.1(a) above,  Employee shall be entitled to (i) Earned
               Base Salary (as  defined  below)  through  the Early  Termination
               Date; (ii) earned benefits and reimbursable  expenses through the
               Early Termination Date; (iii) any earned bonus which Employee has
               been awarded pursuant to the terms of this Agreement or any other
               plan or arrangement as of the Early  Termination  Date, but which
               has not been  received by Employee as of such date;  and (iv) the
               Severance Payment (as defined in Paragraph 4.4 below).

                              (ii)  Termination For Cause. In the event that the
               Company terminates this Agreement for Cause pursuant to paragraph
               4.1(b)  above,  Employee  shall be  entitled  to (i) Earned  Base
               Salary through the Early  Termination Date; (ii) any earned bonus
               which  Employee  has been  awarded  pursuant to the terms of this
               Agreement  or any  other  plan  or  arrangement  as of the  Early
               Termination  Date, but which has not been received by Employee as
               of such date; and (iii) earned benefits and reimbursable expenses
               through  the  Early  Termination  Date.  Employee  shall  not  be
               entitled to any future annual bonus or Severance Payment.

                              (iii)   Termination  Due  to  Death  or  Permanent
               Disability.   In  the  event  that  the  Company  terminates  the
               Agreement by reason of employee's  death or Permanent  Disability
               pursuant to Paragraph 4.1(c) above, Employee shall be entitled to
               (i) Earned Base Salary through the Early  Termination  Date; (ii)
               earned  benefits  and  reimbursable  expenses  through  the Early
               Termination  Date;  and (iii) any earned bonus which Employee has
               been awarded pursuant to the terms of this Agreement or any other
               plan or arrangement as of the Early  Termination  Date, but which
               has not been received by Employee as of such date.

                      (b) Termination by Employee

                              (i) Termination Other Than For Good Reason. In the
               event that Employee terminates this Agreement other than for Good
               Reason,  employee  shall be  entitled  to (i) Earned  Base Salary
               through the Early  Termination  Date; (ii) any earned bonus which
               Employee has been awarded pursuant to the terms of this Agreement
               or any other  plan or  arrangement  as of the  Early  Termination
               Date,  but which has not been  received  by  Employee  as of such
               date; and (iii) earned benefits and reimbursable expenses through
               the Early Termination Date. Employee shall not be entitled to any
               future annual bonus or Severance payment.

                              (ii)  Termination  For Good  Reason.  In the event
               that Employee terminates the Agreement for Good Reason,  employee
               shall be entitled  to (i) Earned  Base  Salary  through the Early
               Termination Date; (ii) earned benefits and reimbursable  expenses
               through the Early  Termination Date; (iii) any earned bonus which
               Employee has been awarded pursuant to the terms of this Agreement
               or any other  plan or  arrangement  as of the  Early  Termination
               Date,  but which has not been  received  by  Employee  as of such
               date; and (iv) the Severance Payment.


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<PAGE>

              The  term  "Earned  Base  Salary"   shall  mean  all   semimonthly
       installments  of the Base  Salary  which have  become due and  payable to
       Employee,  together with any partial  monthly  installment  prorated on a
       daily basis up to and including the applicable Early Termination Date.

           4.4 Severance Payment

               (a)  Definition  of  Severance  Payment.  For  purposes  of  this
Agreement, the term "Severance Payment" shall mean an amount equal to the sum of
the Base Salary  otherwise  payable to Employee during the remainder of the Term
had such early termination of the Agreement not occurred  ("Severance  Period");
provided,  however,  that in the event that,  following a Change in Control, the
Company  terminates  this Agreement  without Cause pursuant to Paragraph  4.1(a)
above or  Employee  terminates  this  Agreement  for  Good  Reason  pursuant  to
Paragraph 4.2(b) above, the term "Severance  Payment" shall mean an amount equal
to three (3) times Employee's Base Salary then in effect.

               (b) Payment of Severance  Payment.  In the event that Employee is
entitled to any Severance  Payment pursuant to Paragraph 4.3 above, that portion
of such  Severance  Payment  that  represents  Base  Salary  shall be payable in
monthly installments, and that portion of such Severance Payment that represents
the earned bonus,  if any, shall be Payable on the dates such amounts would have
been paid had Employee  continued in the Company's  employment for the Severance
Period; provided, however, that in the event of a Termination Following a Change
in Control (as defined in Paragraph 4.4(e) below, the Severance Payment shall be
payable in a lump sum within ten days following such termination.

               (c)  Full   Settlement  of  All   Obligations.   Employee  hereby
acknowledges  and agrees that any Severance  Payment paid to Employee  hereunder
shall be deemed to be in full and complete  settlement of all obligations of the
Company under this Agreement.

               (d)  Change  in  Control.   For   purposes  of  this   Agreement,
"Termination  Following  a  Change  in  Control"  shall  mean a  termination  of
Employee's  employment  with the  Company  following  a "Change in  Control"  by
Employee  for Good Reason or by the Company  other than for Cause.  A "Change in
Control"  shall be deemed to have occurred if, at any time after the date hereof
during the Term:

                              (i) Any  Person,  as such term is used in  section
               3(a)(9) of the  Securities  Exchange  Act of 1934 as amended from
               time to time  (the  "Exchange  Act"),  as  modified  and  used in
               sections  13(d) and 14(d) thereof  (other than (A) the Company or
               any of its subsidiaries, (B) a trustee or other fiduciary holding
               securities  under an employee  benefit plan of the Company or any
               of  its  affiliates,   (C)  an  underwriter  temporarily  holding
               securities  pursuant  to an offering  of such  securities,  (D) a
               corporation owned, directly or indirectly, by the stockholders of
               the  Company  in  substantially  the  same  proportions  as their
               ownership  of stock of the  Company,  or (E) a person or group as
               used in Rule 13d-1(b)  under the Exchange Act, that is or becomes
               the Beneficial Owner, as such term is defined in Rule 13d-3 under
               the Exchange Act,  directly or  indirectly,  of securities of the
               Company and is entitled to file on Schedule 13G or any  successor
               form with respect to such securities becomes the Beneficial Owner
               of  securities  of the Company (not  including in the  securities
               beneficially  owned  by  such  Person  any  securities   acquired
               directly  from  the  Company  or its  affiliates  other  than  in
               connection  with the acquisition by the Company or its affiliates
               of a business)  representing  25% or more of the combined  voting
               power of the Company's then outstanding securities; or

                              (ii)  The  following  individuals  cease  for  any
               reason to  constitute a majority of the number of directors  then
               serving:  individuals  who, as of  immediately  after  August 18,
               1998,  constitute  the Board and any new  director  (other than a
               director whose initial assumption of office is in connection with
               an actual  or  threatened  election  contest,  including  but not
               limited to a consent  solicitation,  relating to the  election of
               directors of the Company)  whose  appointment  or election by the
               Board or nomination  for election by the  Company's  stockholders
               was approved or recommended  by a vote of at least  two-thirds of
               the directors  then still in office who either were  directors as
               of  immediately  after  August  18,  1998 or  whose  appointment,
               election or nomination for election was previously so approved or
               recommended; or


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<PAGE>


                              (iii)   There   is   consummated   a   merger   or
               consolidation  of the Company with any other  corporation,  other
               than (A) a merger  or  consolidation  which  would  result in the
               voting securities of the Company outstanding immediately prior to
               such merger or consolidation  continuing to represent  (either by
               remaining   outstanding   or  by  being   converted  into  voting
               securities of the  surviving  entity or any parent  thereof),  in
               combination  with the ownership of any trustee or other fiduciary
               holding  securities under an employee benefit plan of the Company
               or any  subsidiary  of the Company,  at least 51% of the combined
               voting power of the  securities of the Company or such  surviving
               entity or any parent thereof  outstanding  immediately after such
               merger  or  consolidation,  or  (B)  a  merger  or  consolidation
               effected  to  implement  a  recapitalization  of the  Company (or
               similar  transaction)  in  which  no  Person  is or  becomes  the
               Beneficial Owner, directly or indirectly,  of securities acquired
               directly  from  the  Company  or its  affiliates  other  than  in
               connection  with the acquisition by the Company or its affiliates
               of a business)  representing  25% or more of the combined  voting
               power of the Company's then outstanding securities; or

                              (iv) The  stockholders  of the  Company  approve a
               plan of complete  liquidation  or  dissolution  of the Company or
               there is  consummated an agreement for the sale or disposition by
               the Company of all or substantially  all of the Company's assets,
               other  than a  sale  or  disposition  by  the  Company  of all or
               substantially  all of the Company's assets to an entity, at least
               51% of the  combined  voting  power of the voting  securities  of
               which are owned by stockholders  of the Company in  substantially
               the  same   proportions   as  their   ownership  of  the  Company
               immediately prior to such sale."

       3. 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 as of the date
first written above.

       In Witness  Whereof,  the  Employee  and the Company have set their hands
hereto as of the date above.


                                          Superior Services, Inc.
Employee:
                                          By:________________________________
__________________________________           G.W. "Bill" Dietrich
Gary Blacktopp                               President and Chief
Executive Officer


                                   
<PAGE>





                                                 Employee's name: Gary Blacktopp
                                                 Date:  November 24, 1998

                                 Amendment No. 3
                                       To
                              Employment Agreement


       This  Amendment  ("Amendment"),  dated as of the date  set  forth  above,
supplements  and  amends  the  Employment  Agreement,  dated  January 1, 1997 as
amended  ("Agreement"),  by and  among  Superior  Services,  Inc.,  a  Wisconsin
corporation  ("Company"),  and the named key management employee set forth above
("Employee").  All defined terms used herein and not defined shall have the same
meaning as in the Agreement.


       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 4.4 (a) of the  Agreement  is amended and restated to read as
follows:

           "(a) Definition of Severance Payment...  provided,  however,  that in
the event  that,  following a Change in Control,  the  Company  terminates  this
Agreement   without  Cause  pursuant  to  Paragraph  4.1(a)  above  or  Employee
terminates  this Agreement for Good Reason  pursuant to Paragraph  4.2(b) above,
the term  "Severance  Payment"  shall  mean an  amount  equal to three (3) times
Employee's Base Salary and annualized  auto allowance then in effect."  (amended
language is italicized for reference)

       2. Section 4 of the Agreement is amended to add the following  subsection
(e):

           "(e)Acceleration  of Stock  Options.  Immediately  upon a  Change  in
Control of the Company,  all awards granted to the Employee and then outstanding
under the Company's stock option and incentive  compensation  plans  ("Options")
that  are  not  then  exercisable  by  their  terms  automatically  will  become
immediately  exercisable  and fully  vested for the  remainder  of their  stated
terms.  In addition,  for a period of thirty (30) days  following such Change in
Control of the  Company,  the  Employee  shall have the right to  terminate  the
Options and to receive a lump-sum payment,  in cash, equal to the product of (a)
the excess of (x) the per-unit  fair market value of the  securities  underlying
the Options,  over (y) the per-unit exercise price of such Options,  and (b) the
number of units of such securities  covered by the Options.  For purposes of the
preceding sentence,  the "fair market value" of securities shall be based on the
highest of (i) the per-unit closing sale price of the securities  underlying the
Options,  as reported on a national  securities  exchange or by the Nasdaq Stock
Market,  on the execution date of the agreement  pursuant to which the Change in
Control of the Company is effected,  (ii) the per-unit closing sale price of the
securities underlying the Options, as reported on a national securities exchange
or by  the  Nasdaq  Stock  Market,  on the  effective  date  of the  transaction
constituting a Change in Control of the Company,  and (iii) the highest per-unit
price for such  securities  actually  paid in  connection  with  such  Change in
Control of the Company.  Notwithstanding  the foregoing,  if the exercise of any
right   granted   pursuant  to  this  Section  4(e)  would  make  a  transaction
constituting  a Change in  Control  of the  Company  ineligible  for  pooling of
interests  accounting  under APB No. 16 which,  but for this Section 4(e), would
otherwise be eligible for such accounting  treatment,  the Board of Directors of
the Company shall have the ability to substitute

<PAGE>

for the cash payable pursuant to this Section 4(e) securities of the Company (or
of the other entity surviving the transaction constituting the Change in Control
of the Company, or its parent  corporation,  if applicable) having a fair market
value equal to the cash that would otherwise be payable hereunder.  For purposes
of the preceding sentence,  the "fair market value" of securities shall be based
on the lower of (i) the average closing bid price of such securities for the ten
(10) trading days prior to the execution date of the agreement pursuant to which
the Change in Control of the  Company is  effected,  and (ii) the average of the
closing bid price of such  securities for the ten (10) trading days prior to the
effective  date of the  transaction  constituting  a Change  in  Control  of the
Company,  in each case as such  closing  bid prices are  reported  on a national
securities exchange or by the Nasdaq Stock Market".

       3. 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 as of the date
first written above.

       In Witness  Whereof,  the  Employee  and the Company have set their hands
hereto as of the date above.

                                      Superior Services, Inc.
Employee:
                                       By:________________________________
_______________________________           G.W. "Bill" Dietrich
Gary Blacktopp                            President and Chief Executive Officer