EMPLOYMENT AGREEMENT


   THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of January
   1, 1997, by and between Superior Services, Inc, a Wisconsin corporation
   (the "Company"), and Gary Blacktopp ("Employee").

                                    RECITALS:

   The Company recognizes that the efforts of its officers and key management
   employees have contributed and will continue to contribute to the growth
   and success of the Company.

   The Company believes that, in the Company's best interest, it is essential
   that its officers and key management employees, including the Employee, be
   retained and that the Company be in a position to rely on their ongoing
   dedication and commitment to render services to the Company.

   The Company wishes to take steps to assure that the Company will continue
   to have the Employee's services available to the Company by entering into
   an agreement with the Employee concerning his employment by the Company.

   In consideration of the foregoing, the mutual provisions contained herein,
   and for other good and valuable consideration, the parties agree with each
   other as follows:

   1.   EMPLOYMENT

        A.   The Company hereby employs the Employee and the Employee hereby
   accepts employment as one of the Company's Operating Vice Presidents on
   the terms and conditions hereinafter set forth.  The Employee shall
   perform such duties, and have such powers, authority, functions, and
   responsibilities as may be assigned to him by the Company's President and
   Chief Executive Officer.

        B.   The Employee shall not, during the term of his employment under
   this Agreement, be engaged in any other activities if such activities
   interfere materially with the Employee's current duties, authority, and
   responsibilities for the Company, except for those other activities as
   shall hereafter be carried on with the Company's consent. 

   2.   TERM

        A.   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 one (1) year.  The term of this Agreement shall renew
   automatically for successive one (1) year terms unless a party gives
   notice to the other not less than sixty (60) days prior to the end of the
   then current term that this Agreement is not to be renewed.

   3.   COMPENSATION

        For all services rendered by the Employee under this Agreement, the
   Company agrees to compensate the Employee for each compensation year
   (January 1 through December 31) during the term hereof, as follows:

        A.   Base Salary.  A base salary shall be payable to the Employee
   equal initially to One Hundred Forty Five Thousand Dollars ($145,000) for
   each compensation year (as the same may be adjusted by the Company from
   time to time, the "Base Salary"), which shall be payable in intervals
   consistent with the Company's normal payroll schedules.

        In addition to the Base Salary, the Employee shall be eligible to
   receive such annual cash bonus and any stock option grant upon achievement
   of the criteria and targets established adjusted annually to reflect the
   Company's budgeted and targeted financial performance. 

        B.   Fringe Benefits.  The Employee shall have the right to
   participate in the other fringe benefit plans generally provided by the
   Company to its full-time employees, subject to the Employee's
   qualification for participation in such benefit plans pursuant to the
   terms and conditions under which such benefit plans are offered. 

        C.   Expenses.  The Employee may incur reasonable business expenses
   while on Company business, including expenses for hotels, meals, air
   travel, telephone, gasoline, and similar items.  The Company shall either
   pay such reasonable expenses directly or promptly reimburse Employee for
   such reasonable out-of-pocket expenses incurred by the Employee upon
   presentation of receipts and an itemized accounting of the expenses for
   which such reimbursement is sought and any other documentation necessary
   to comply with applicable Internal Revenue Service rules and regulations.

        D.   Vacation.  The Employee shall be entitled to paid vacation and
   "personal days", to be scheduled at times mutually acceptable to the
   Employee and the Company and otherwise in accordance with policies
   established by the Company. 

   4.   TERMINATION

        A.   Termination By The Company.  The employment of the Employee
   under this Agreement, may be terminated at any time by the Company,

             (i)  for cause in the event of the Employee's deliberate and
   intentional continuing refusal to substantially perform his duties and
   obligations under this Agreement (except by reason of incapacity due to
   illness or accident),

             (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 pled nolo contendere to, a
   felony or other crime involving moral turpitude, or

             (iii)     upon termination of the initial one (1) year term or
   any renewal term if the Company has delivered notice to the Employee at
   least sixty (60) days prior to such date.

        B.   Termination Payment.  In the event of termination of the
   Employee's employment under this Agreement by the Company under either
   Section 4(A)(i) or (ii), the Employee shall only be entitled to receive
   his Base Salary through the date of such termination.  If this Agreement
   is terminated pursuant to Section 4(A)(iii) the Company shall be obligated
   to pay to the Employee a severance payment equal to the unpaid balance of
   the Employee's Base Salary, through the expiration of the initial term or
   the renewal term within which the notice is given.  Provided, however, in
   the event that Employee's employment is terminated due to a "change of
   control", Company shall pay Employee, in lieu of the severance payment
   payable under the preceding sentence, a severance payment equal to one
   year of the Employee's Base Salary at the rate in effect on the effective
   date of the change in control.  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

             (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 related
                  transactions) of all, or substantially all, of the
                  consolidated assets of the Company.

        C.   Termination By Employee.  Employee shall have the right at any
   time during his employment, by giving written notice to the President and
   Chief Executive Officer of the Company, to terminate the Employee's
   employment under this Agreement effective thirty (30) days after the date
   on which such notice is given by the Employee (unless such effective date
   shall be accelerated at the option of the Company).  In the event the
   Employee shall make such election under this Section 4(C), the Employee
   shall, in addition to all other reimbursements, payments, or other
   allowances required to be paid under this Agreement or under any other
   plan, agreement, or policy which survives the termination of this
   Agreement, be entitled to be paid, the Base Salary payable through the
   effective date of termination.  Thereupon, this Agreement shall terminate
   and Employee shall have no further rights under or be entitled to any
   other benefits of this Agreement, provided that the provisions of Section
   5 shall survive such termination.

        D.   Death.  In the event of the Employee's death during the term of
   his employment hereunder, the Company shall pay to the Employee's
   surviving spouse or to the executor or administrator of the Employee's
   estate (if his spouse shall not survive him) an amount equal to the
   installments of his Base Salary then payable pursuant to Section 3(A),
   solely for the month in which he dies.

        E.   Disability.  This Agreement shall terminate as of the date the
   Employee shall become permanently disabled (as defined in the group long-
   term disability insurance policy maintained by the Company) because of
   physical or mental illness or personal injury.  In such event the Company
   shall pay to the Employee or his guardian an amount equal the installments
   of his Base Salary then payable pursuant to Section 3(A), solely for the
   month in which be becomes disabled. 

   5.   CONFIDENTIALITY OBLIGATIONS OF THE EMPLOYEE; NONCOMPETITION

        A.   During and following the Employee's employment by the Company,
   the Employee shall hold in confidence and not directly or indirectly
   disclose or use or copy or make lists of any confidential information or
   proprietary data of the Company, except to the extent authorized in
   writing by the President and Chief Executive Officer of the Company or
   required by any court or administrative agency other than to an employee
   of the Company or a person to whom disclosure is reasonably necessary or
   appropriate in connection with the performance by the Employee of duties
   as an executive of the Company.  Confidential information shall not
   include any information known generally to the public.  All records,
   files, documents, and materials, or copies thereof, relating to the
   business of the Company which the Executive shall prepare, or use, or come
   into contact with, shall be and remain the sole property of the Company
   and shall be promptly returned to the Company upon termination of
   employment with the Company.

        B.   The Employee agrees that, for a period of two (2) years after
   the termination date of the Employee's employment under this Agreement the
   Employee shall not, within a one hundred (100) mile radius of any office,
   landfill, or facility of the Company, except as permitted by the Company's
   prior written consent (which shall not be unreasonably withheld),
   participate in the management of any business which is a direct and
   substantial competitor of the Company.  The ownership of less than one
   percent of any class of securities of any corporation listed on a national
   securities exchange or regularly traded over the county even though such
   corporation may be a competitor of the Company as specified above, shall
   not be deemed as constituting a financial interest in such competitor.

   6.   ASSIGNMENT; SUCCESSORS

   This Agreement shall not be assignable by the Company.  This Agreement and
   all rights of the Employee shall inure to the benefit of and be
   enforceable by the Employee's personal or legal representatives,
   executors, administrators, heirs, and beneficiaries.

   7.   SEVERABILITY

   The provisions of this Agreement shall be regarded as divisible, and if
   any of said provisions or any part hereof are declared invalid or
   unenforceable by a court of competent jurisdiction, the validity and
   enforceability of the remainder of such provisions or parts hereof and the
   applicability thereof shall not be affected thereby.

   8.   AMENDMENT

   This Agreement may not be amended or modified at any time except by
   written instrument executed by the Company and the Employee.

   9.   WITHHOLDING

   The Company shall be entitled to withhold from amounts to be paid to the
   Employee hereunder any federal, state, or local withholding or other taxes
   or charges which it is from time to time required to withhold; provided,
   that the amount so withheld shall not exceed the minimum amount required
   to be withheld by law.  Company shall be entitled to rely on an opinion of
   nationally recognized tax counsel if any question as to the amount or
   requirement of any such withholding shall arise.

   10.  CERTAIN RULES OF CONSTRUCTION

   No party shall be considered as being responsible for the drafting of this
   Agreement for the purpose of applying any rule construing ambiguities
   against the drafter or otherwise.  No draft of this Agreement shall be
   taken into account in construing this Agreement.  Any provision of this
   Agreement which requires an agreement in writing shall be deemed to
   require that the writing in question be signed by the Employee and an
   authorized representative of the Company.

   11.  GOVERNING LAW

   This Agreement and the rights and obligations hereunder shall be governed
   by and construed in accordance with the laws of the State of Wisconsin. .

   12.  NOTICE

   Notices given pursuant to this Agreement shall be in writing and shall be
   deemed given when actually received by the Employee or actually received
   by the Company's Secretary or any officer of the Company other than the
   Employee.  If mailed, such notices shall be mailed by United States
   registered or certified mail, return receipt requested, addressee only,
   postage prepaid, if to the Company, to Superior Services, Inc., Attention:
   President and Chief Executive Officer, 10150 West National Avenue, Suite
   350, West Allis, Wisconsin 53227, or if to the Employee , at the address
   set forth below the Employee's signature to this Agreement, or to such
   other address as the party to be notified shall have theretofore given to
   the other party in writing. 

   13.  NO WAIVER

   No waiver by either party at any time of any breach by the other party of,
   or compliance with, any condition or provision of this Agreement to be
   performed by the other party shall be deemed a waiver of similar or
   dissimilar provisions or conditions at the same time or any prior or
   subsequent time.

   14.  HEADINGS

   The headings herein contained are for reference only and shall not affect
   the meaning or interpretation of any provision of this Agreement.

   IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
   and year first written above.

   EMPLOYEE                           SUPERIOR SERVICES, INC.

   __________________________________ By:__________________________________
   Gary Blacktopp                     G. W. "Bill" Dietrich
                                      President and Chief Executive Officer

   Address:

   ____________________________________
   ____________________________________

   <PAGE>

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


        This Amendment made as of the 26th day of August, 1997, by and
   between Superior Services, Inc., a Wisconsin Corporation (the
   "Corporation"), and Gary Blacktopp (the "Employee").

                                   Witnesseth

        Whereas, the Corporation and the Employee previously entered into an
   Employment Agreement dated as of January 1, 1997 (the "Agreement"); and

        Whereas, the parties desire to amend the Agreement as set forth
   herein.

        Now, Therefore, in consideration of the mutual promises contained
   herein, the parties agree as follows:

        1.   The phrase "one of the Company's Operating Vice Presidents" in
   Section 1.A. of the Agreement is deleted and the phrase "Senior Vice
   President-Operations" substituted therefor.

        2.   All references to "one (1) year" in Section 2.A. of the
   Agreement are revised to read "two (2) years".

        3.   Section 4.A.(iii) is amended by deleting the phrase "initial one
   (1) year term" and substituting the following: "initial two (2) year
   term".

        4.   The third sentence of Section 4.B. is amended by deleting the
   phrase "one year of the Employee's Base Salary" and substituting the
   following: "two years of the Employee's Base Salary".

        5.   Except as set forth herein, and in the letter Agreement of even
   date herewith by and between the Corporation and Employee, the terms of
   the Employment Agreement shall remain unaltered and in full force and
   effect.

        In witness whereof, the parties have executed this First Amendment to
   Employment Agreement as of the date and year first above written.

   EMPLOYEE:                     SUPERIOR SERVICES, INC.


   _________________________     By:______________________________  
   /s/ Gary Blacktopp               /s/ G.W. "Bill" Dietrich
   Gary Blacktopp                   G.W. "Bill" Dietrich
                                    President and Chief Executive Officer