EXHIBIT 10.19

                KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

       THIS AGREEMENT, made and entered into as of the 18th day of August, 1998,
by and between SUPERIOR SERVICES, INC., a Wisconsin corporation ("Company"), and
Joseph P. Tate ("Executive").

                                   WITNESSETH:

       WHEREAS,  the  Executive  is employed  by the Company as a key  executive
officer,  and the  Executive's  services in such  capacities are critical to the
continued successful conduct of the business of the Company;

       WHEREAS,  the Company  recognizes that circumstances in which a change in
control of the Company  occurs,  through  acquisition  or otherwise,  are highly
disruptive and will cause  uncertainty  about the Executive's  future employment
with  the  Company  without  regard  to  the  Executive's   competence  or  past
contributions  and that such  uncertainty  may materially  adversely  affect the
Company;

       WHEREAS, the Company and the Executive are desirous that any proposal for
a change in control or  acquisition  of the Company  will be  considered  by the
Executive objectively,  with reference only to the best interests of the Company
and its  shareholders  and without  undue  regard for the  Executive's  personal
interests; and

       WHEREAS,  the  Executive  will be in a better  position to  consider  the
Company's  and its  shareholders'  best  interests if the  Executive is afforded
reasonable security,  as provided in this Agreement,  against altered conditions
of employment which could result from any such change in control or acquisition.

       NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the mutual
covenants and agreements  hereinafter  set forth,  the parties  hereto  mutually
covenant and agree as follows:

1.Definitions.
(a)Act.  For  purposes of this  Agreement,  the term "Act" means the  Securities
Exchange Act of 1934, as amended. 
(b)Affiliate  and  Associate.   For  purposes  of  this  Agreement,   the  terms
"Affiliate" and "Associate" shall have the respective  meanings ascribed to such
terms in Rule 12b-2 of the General Rules and Regulations of the Act.
(c)Beneficial Owner. For purposes of this Agreement,  a
Person shall be deemed to be the "Beneficial Owner" of any securities: 
(i)which  such Person or any of such Person's  Affiliates or Associates  has the
right to acquire  (whether such right is  exercisable  immediately or only after
the passage of time) pursuant to any agreement, arrangement or understanding, or
upon the exercise of conversion  rights,  exchange rights,  rights,  warrants or
options, or otherwise;  provided, however, that a Person 

<PAGE>

shall not be deemed the Beneficial Owner of, or to beneficially own,  securities
tendered  pursuant  to a tender or  exchange  offer made by or on behalf of such
Person or any of such  Person's  Affiliates  or  Associates  until such tendered
securities  are  accepted  for  purchase.  (ii)which  such Person or any of such
Person's Affiliates or Associates, directly or indirectly, has the right to vote
or dispose of or has "beneficial  ownership" of (as determined  pursuant to Rule
13d-3 of the General Rules and Regulations under the Act), including pursuant to
any agreement,  arrangement or understanding;  provided,  however, that a Person
shall not be  deemed  the  Beneficial  Owner of,  or to  beneficially  own,  any
security under this subparagraph  (ii) as a result of an agreement,  arrangement
or  understanding  to  vote  such  security  if the  agreement,  arrangement  or
understanding: (A) arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent  solicitation  made pursuant to,
and in accordance with, the applicable  rules and regulations  under the Act and
(B) is not  also  then  reportable  on a  Schedule  13D  under  the  Act (or any
comparable or successor report); or (iii)which are beneficially owned,  directly
or  indirectly,  by any  other  Person  with  which  such  Person or any of such
Person's   Affiliates  or  Associates   has  any   agreement,   arrangement   or
understanding for the purpose of acquiring,  holding, voting (except pursuant to
a revocable proxy as described in Subsection 1(c)(ii) above) or disposing of any
voting  securities  of the Company.  
(d)Cause.  "Cause" for termination by the Company of the Executive's  employment
after a Change in Control of the Company, for purposes of this Agreement,  shall
mean  the  following  and  only  the  following:   the  Executive's   final  and
nonappealable  conviction of, and  sentencing  for, a felony offense for a crime
involving  an act by the  Executive  of  conduct on behalf of the  Company  that
results  in the  Executive  being  physically  imprisoned  in a federal or state
penitentiary; provided, that _Cause_ for termination shall only be determined by
a vote of  two-thirds  of the  Board  of  Directors  of the  Company  after  (i)
reasonable written notice to the Executive, setting forth the basis for _Cause,_
specifying the  particulars  thereof in detail;  and (ii) an opportunity for the
Executive,  together with his counsel, to be heard before the Board.  (e)Change
in Control of the  Company.  For  purposes of this  Agreement,  prior to the IPO
Effective  Date,  a "Change in Control of the  Company"  shall be deemed to have
occurred if (i) the Beneficial Owners of the securities of the Company as of the
date of this Agreement  beneficially own securities of the Company  representing
less than 50.1% of the combined  voting power of the Company's then  outstanding
securities  or (ii) either of the events  described in  Subsections  1(e)(II) or
(III) below occur. For purposes of this Agreement, after the IPO Effective Date,
a "Change in Control of the Company" shall be deemed to have occurred if: (I)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 or any Person  who  currently  owns,  or is the
Beneficial  Owner of, 25% or more of the combined  voting power of the Company's
currently  outstanding  securities)  is  or  becomes  the  Beneficial  Owner  of
securities of the Company representing at least 25% of the combined voting power
of the Company's then outstanding securities;
(II) 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

                                      -2-
<PAGE>

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;  or (III)the  shareholders'  of the Company
approve any plan or proposal for the  liquidation or dissolution of the Company.
Notwithstanding   anything  else  in  this   Subsection   1(e),   the  effective
distribution  of the  Company's  securities  in its IPO shall not  constitute  a
Change in Control of the Company;  provided,  however,  that an IPO which is not
completed but which otherwise leads to any of the events  described in the first
sentence of this  Subsection  1(e) shall  constitute  a Change in Control of the
Company.
(f)Code.  For  purposes of this  Agreement,  the term "Code"  means the Internal
Revenue Code of 1986,  including any  amendments  thereto or successor tax codes
thereof.
(g)Covered  Termination.  For  purposes  of this  Agreement,  the term  "Covered
Termination"  means any  termination  of the  Executive's  employment  where the
Termination Date is any date on or prior to the end of the Employment Period.
(h)Discretionary  Termination.  For purposes of this  Agreement,  "Discretionary
Termination" means the determination by the Executive, or his estate or personal
representative in the event of the Executive's death or disability,  at any time
during the twelve (12) month period  commencing on the occurrence of a Change in
Control of the Company,  as  evidenced  by the  delivery to the Company,  by the
Executive  or by his  estate  or  personal  representative  in the  case  of the
Executive's death or disability,  of a Notice of Termination during such period,
to  terminate  this  Agreement  and his  employment  hereunder  for  any  reason
whatsoever  in his sole  discretion,  with or without  good  faith,  even if the
Company has previously terminated the Executive for death, disability,  Cause or
otherwise  during such twelve (12) month period following a Change in Control of
the Company.

(i)Employment  Period.  For  purposes of this  Agreement,  the term  "Employment
Period"  means a Period  commencing  on the date of a Change in  Control  of the
Company and ending at 11:59 p.m. Milwaukee time on the third anniversary of such
date. 
(j)Good Reason. For purposes of this Agreement, the Executive shall have a "Good
Reason" for  termination of employment  after a Change in Control of the Company
in the event of:  
(i)any  breach of this  Agreement by the  Company,  including  specifically  any
breach by the Company of its agreements  contained in Sections 4, 5 or 6 hereof;
(ii)the  removal of the Executive  from, or any failure to reelect the Executive
to, any of the positions held with the Company and its  subsidiaries on the date
of the Change in Control of the Company or any other  positions with the Company
and its  subsidiaries  to which the  Executive  shall  thereafter  be elected or
assigned, except in the event that such removal or failure to reelect relates to
the  termination  by the Company of the  Executive's  employment for Cause or by
reason  of  disability  pursuant  to  Section  12  hereof;  
(iii)a  good  faith  determination  by  the  Executive  that  there  has  been a
significant  adverse change,  without the Executive's written consent (which may
be withheld at Executive's discretion), in the Executive's working conditions or
status with the Company or its  subsidiaries  from such  working  conditions  or
status in effect  immediately  prior to the Change in  Control  of the  Company,
including but not limited to (A) a significant  change in the nature or scope of
the Executive's authority, powers, functions, duties or responsibilities, or (B)
a  reduction  in the level of support  services,  staff,  secretarial  and other
assistance,  office space and  accoutrements;  or 


                                      -3-
<PAGE>


(iv)failure by the Company to timely obtain the Agreement referred to in Section
17(a) hereof as provided therein. 
(k)IPO.  For  purposes of this  Agreement,  the term "IPO"  means the  Company's
initial public  offering of equity  securities  registered  under the Securities
Act.  
(l)IPO  Effective Date. For purposes of this Agreement,  the term "IPO Effective
Date" means the date on which the  Securities and Exchange  Commission  declares
the IPO effective  pursuant to the Securities  Act. 
(m)Person.  For purposes of this  Agreement,  the term  "Person"  shall mean any
individual,  firm,  partnership,  corporation  or other  entity,  including  any
successor  (by merger or  otherwise)  of such  entity,  or a group of any of the
foregoing acting in concert.  
(n)Securities  Act. For purposes of this Agreement,  the term  "Securities  Act"
means the Securities Act of 1933, as amended. 
(o)Termination  Date.  For  purposes  of this  Agreement,  except  as  otherwise
provided in Section  10(b) and Section  17(a) hereof or as set forth below,  the
term "Termination Date" means (i) if the Executive's employment is terminated by
the Executive's death, the date of death; (ii) if the Executive's  employment is
terminated by reason of voluntary early retirement,  as agreed in writing by the
Company and the  Executive,  the date of such early  retirement  as set forth in
such written  agreement;  (iii) if the  Executive's  employment is terminated by
reason of disability  pursuant to Section 12 hereof,  the earlier of thirty (30)
days after the Notice of Termination is given or one day prior to the end of the
Employment  Period;  (iv) if the  Executive's  employment  is  terminated by the
Executive  voluntarily  (other  than for Good  Reason),  the date the  Notice of
Termination  is given;  (v) if the  Executive's  employment is terminated by the
Executive voluntarily pursuant to a Discretionary  Termination,  the Termination
Date for the  purposes  of the payment of a  Termination  Payment and a Gross-Up
Payment,  if any,  under  Section  9(b)  hereof  shall be the date the Notice of
Termination is given to the Company;  and (vi) if the Executive's  employment is
terminated  by the  Company  (other  than by reason of  disability  pursuant  to
Section 12 hereof) or by the  Executive  for Good Reason,  the earlier of thirty
(30) days after the Notice of  Termination  is given or one day prior to the end
of the Employment Period. Notwithstanding the foregoing,
(A)If  termination is by the Company for Cause pursuant to Section  1(d)(iii) of
this  Agreement  and if the Executive  has cured the conduct  constituting  such
Cause as  described  by the  Company in its Notice of  Termination  within  such
thirty (30) day or shorter  period,  then the Executive's  employment  hereunder
shall continue as if the Company had not delivered its Notice of Termination.
(B)If the Company shall give a Notice of  Termination  for Cause or by reason of
disability  and the Executive in good faith  notifies the Company that a dispute
exists  concerning the termination  within the fifteen (15) day period following
receipt thereof,  then the Executive may elect to continue his employment during
such dispute and the Termination  Date shall be determined under this paragraph.
If the  Executive  so  elects  and it is  thereafter  determined  that  Cause or
disability  (as the case may be) did exist,  the  Termination  Date shall be the
earlier of (1) the date on which the dispute is finally  determined,  either (x)
by mutual written  agreement of the parties or (y) in accordance with Section 22
hereof,  (2) the date of the Executive's  death, or (3) one day prior to the end
of the  Employment  Period.  If the  Executive  so elects  and it is  thereafter
determined that Cause or disability (as the case may be) did not exist, then the
employment of the Executive hereunder shall continue after such determination as
if the Company had not delivered its Notice of Termination and there shall be no
Termination  Date


                                      -4-
<PAGE>

arising out of such Notice. In either case, this Agreement continues,  until the
Termination  Date,  if any, as if the Company  had not  delivered  the Notice of
Termination  except that, if it is finally  determined that the Company properly
terminated the Executive for the reason  asserted in the Notice of  Termination,
the  Executive  shall  in no case  be  entitled  to a  Termination  Payment  (as
hereinafter defined) arising out of events occurring after the Company delivered
its Notice of Termination.
(C)If the Executive  shall in good faith give a Notice of  Termination  for Good
Reason and the  Company  in good faith  notifies  the  Executive  that a dispute
exists  concerning the termination  within the fifteen (15) day period following
receipt thereof,  then the Executive may elect to continue his employment during
such dispute and the Termination  Date shall be determined under this paragraph.
If the Executive so elects and it is thereafter  determined that Good Reason did
exist,  the  Termination  Date shall be the earlier of (1) the date on which the
dispute is finally  determined,  either (x) by mutual  written  agreement of the
parties  or (y) in  accordance  with  Section  22  hereof,  (2) the  date of the
Executive's  death or (3) one day prior to the end of the Employment  Period. If
the Executive so elects and it is thereafter determined that Good Reason did not
exist, then the employment of the Executive  hereunder shall continue after such
determination  as if the Executive  had not delivered the Notice of  Termination
asserting Good Reason and there shall be no Termination Date arising out of such
Notice. In either case, this Agreement continues, until the Termination Date, if
any, as if the  Executive had not  delivered  the Notice of  Termination  except
that,  if it is finally  determined  that Good Reason did exist,  the  Executive
shall in no case be denied the benefits  described in Sections 8(b) and 9 hereof
(including a Termination  Payment) based on events occurring after the Executive
delivered  his  Notice  of  Termination.
(D)If an opinion is required to be delivered pursuant to Section 9(b) hereof and
such opinion shall not have been delivered,  the  Termination  Date shall be the
earlier of the date on which such  opinion is  delivered or one day prior to the
end of the  Employment  Period.
(E)Except  as  provided  in  Paragraphs  (B)  and (C)  above  and  other  than a
Discretionary  Termination  (which cannot be subject to dispute by the Company),
if the party  receiving  the Notice of  Termination  in good faith  notifies the
other party that a dispute exists concerning the termination  within the fifteen
(15) day period following receipt thereof and it is finally  determined that the
reason  asserted in such Notice of Termination  did not exist,  then (1) if such
Notice was  delivered by the  Executive,  the  Executive  will be deemed to have
voluntarily  terminated his employment and (2) if delivered by the Company,  the
Company will be deemed to have  terminated the Executive other than by reason of
death, disability or Cause.
2.Termination  or  Cancellation  Prior to Change in Control.  The Company  shall
retain the right to terminate the  employment of the Executive at any time prior
to a Change in Control of the Company,  subject to the terms and  conditions  of
any  other  then  existing  employment  arrangement  or  agreement  between  the
Executive and the Company; provided, however, that if the Executive's employment
is terminated by the Company, other than by reason of (i) death, (ii) disability
in  accordance  with  Section  12  hereof,  or (iii)  Cause,  at any time  after
negotiations  are  commenced  between  the  Company  and  another  Person  which
ultimately lead to a Change in Control of the Company,  then the Executive shall
be entitled  to receive at the earlier to occur of the closing or the  effective
date of such  Change in  Control  of the  Company  all  Accrued  Benefits  and a
Termination  Payment,  including  benefits under Section 8(b) hereof, as if such
termination  of  employment  was a Covered  Termination  under Section 8 hereof.
Other than as set forth above or as provided in Section 17 hereof,  in the event
the  Executive's


                                      -5-
<PAGE>

employment  is  terminated  prior to a Change in  Control of the  Company,  this
Agreement  shall be  terminated  and canceled and of no further force and effect
and any and all rights and  obligations  of the parties  hereunder  shall cease.
3.Employment  Period.  If a Change in Control  of the  Company  occurs  when the
Executive is employed by the Company,  the Company will  continue  thereafter to
employ the Executive during the Employment Period, and the Executive will remain
in the employ of the Company,  in  accordance  with and subject to the terms and
provisions of this Agreement  (including,  without  limitation,  the Executive's
right to exercise a Discretionary Termination),  and the terms of this Agreement
shall  expressly  supersede the terms and  conditions of any other then existing
employment arrangement or agreement between the Company and the Executive.


                                      -6-
<PAGE>

4.Duties.  During  the  Employment  Period,  the  Executive  shall,  in the same
capacities and positions held by the Executive at the time immediately  prior to
the Change in Control of the Company or in such other  capacities  and positions
as may be agreed to by the Company  and the  Executive  in  writing,  devote the
Executive's best efforts and all of the Executive's business time, attention and
skill to the business and affairs of the Company,  as such  business and affairs
now exist and as they may hereafter be conducted.  The services  which are to be
performed by the Executive hereunder are to be rendered in the same metropolitan
area in which the Executive was employed  immediately  prior to the time of such
Change in Control of the  Company,  or in such other place or places as shall be
mutually  agreed upon in writing by the  Executive  and the Company from time to
time. Without the Executive's  consent (which may be withheld in the Executive's
discretion),  the  Executive  shall  not be  required  to be  absent  from  such
metropolitan area more than forty-five (45) days in any twelve (12) month period
or for more than  fourteen (14)  consecutive  days.
5.Compensation. During the Employment Period, the Executive shall be compensated
as follows: 
(a)The  Executive  shall receive,  at such intervals and in accordance with such
standard  policies of the Company as may be in effect  immediately  prior to the
Change in Control of the Company, an annual base salary in cash of not less than
the Executive's annual base salary plus any annualized bonus amounts received or
receivable  as in  effect  immediately  prior to the  Change in  Control  of the
Company and all other  compensation  otherwise  reportable  on a Form W-2 (which
base salary,  bonus and other  compensation  shall,  unless  otherwise agreed in
writing by the  Executive,  include the current  receipt by the Executive of any
amounts which, prior to the Change in Control of the Company,  the Executive had
elected to defer,  whether such compensation is deferred under Section 401(k) of
the Code or otherwise), subject to adjustment as hereinafter provided.
(b)The  Executive  shall, at such intervals and in accordance with such standard
policies as may be in effect  immediately  prior to the Change in Control of the
Company,  be reimbursed for any and all monies  advanced in connection  with the
Executive's  employment for reasonable  and necessary  expenses  incurred by the
Executive on behalf of the Company, including travel and entertainment expenses.
(c)From  the date of a Change in Control of the Company  (regardless  of whether
the  Executive has ceased to be employed by the Company for any reason) until he
reaches  age 85,  the  Executive  and the  Executive's  wife,  and each of their
children  until they reach the age of 21,  shall each be  entitled  to  receive,
without cost, premium,  co-pay or deductible  charges,  full health and medical,
dental and  vision  care as  provided  by the  Company  to its senior  executive
employees;  provided,  that the  Executive  and his wife shall not be limited to
their choice(s) of doctor or the location(s) at which such care is provided.  In
the event  that the  Executive  dies  prior to  reaching  age 85, his wife shall
continue to receive such health care benefits on the same terms and  conditions,
until the date when the Executive  would have  otherwise  reached age 85 but for
his death, and each of their children shall continue to receive such health care
benefits on the same terms and conditions until they reach age 21. From the date
of a Change in Control of the Company  (regardless  of whether the Executive has
ceased to be employed  by the  Company for any reason)  until he reaches age 65,
the Executive will also be entitled to the benefit of a long-term and short-term
disability  insurance  policy of $3,000  per  month,  and in the event  that the
Executive  dies prior to reaching age 65, his wife shall receive the benefits or
continued  coverage of such  policies  (as the case may be).  From the date of a
Change in 


                                      -7-
<PAGE>

Control of the Company  (regardless  of whether the  Executive  has ceased to be
employed by the  Company for any  reason),  the  Company  will not,  without the
Executive's  consent,  make any  changes in the  foregoing  benefits  that would
adversely affect in any material respect the rights or benefits of the Executive
or his wife or children thereunder.  During the Employment Period, the Executive
shall  also  be  entitled  to  receive  any  other  perquisites  generally  made
available,  from time to time or at any time, to the  Company's  key  management
personnel.  Any  payments  under this  Section  5(c) shall be in addition to any
other payments or benefits to be received by the Executive  under this Agreement
or otherwise.  
(d)The  Executive shall annually be entitled to not less than the amount of paid
vacation and not fewer than the number of paid  holidays to which the  Executive
was entitled annually  immediately prior to the Change in Control of the Company
or such greater  amount of paid  vacation and number of paid  holidays as may be
made available  annually to other executives of the Company of comparable status
and position to the Executive. 
(e)The Executive shall be included in all plans providing additional benefits to
executives  of the Company of comparable  status and position to the  Executive,
including but not limited to deferred compensation, split-dollar life insurance,
supplemental  retirement,  stock option,  stock appreciation,  stock bonus, cash
bonus and similar or  comparable  plans;  provided,  that, in no event shall the
aggregate level of benefits under such plans be less than the aggregate level of
benefits under plans of the Company of the type referred to in this Section 5(e)
in which the  Executive  was  participating  immediately  prior to the Change in
Control of the Company. 
(f) Immediately  upon a Change in Control of the Company,  all awards granted to
the  Executive  and then  outstanding  under  the  Company's  stock  option  and
incentive  compensation plans ("Executive Awards") 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 Executive
shall have the right to terminate the Executive Awards 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 Executive  Awards,  over (y)
the per-unit  exercise  price of such  Executive  Awards,  and (b) the number of
units of such securities  covered by the Executive  Awards.  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
Executive Awards, 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  Executive  Awards,  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 5(f) 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
5(f),  would otherwise be eligible for such accounting  treatment,  the Board of
Directors  of the  Company  shall have the  ability to  substitute  for the cash
payable pursuant to this Section 5(f) 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 


                                      -8-
<PAGE>

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.
6.Annual  Compensation  Adjustments.  During the Employment Period, the Board of
Directors of the Company (or an appropriate committee thereof) will consider and
appraise, at least annually, the contributions of the Executive to the Company's
operating and/or  administrative  efficiency,  growth, cash flow from operations
and operating  profits,  and, in accordance with the Company's practice prior to
the Change in Control of the Company,  due and good faith consideration shall be
given to the upward  adjustment of the Executive's  base  compensation  rate, at
least  annually,  commensurate  with  (i)  increases  generally  given  to other
executives  of the Company of comparable  status and position to the  Executive,
and (ii) as the scope of the  Company's  operations  or the  Executive's  duties
expand. 
7.Termination  For  Cause  or  Without  Good  Reason.  If  there  is  a  Covered
Termination  for Cause or due to the  Executive's  voluntarily  terminating  his
employment  other than for Good Reason or a Discretionary  Termination (any such
terminations  to be subject to the  procedures  set forth in Section 13 hereof),
then the Executive shall be entitled to receive only Accrued  Benefits  pursuant
to Section 9(a) hereof. 
8.Termination  Giving Rise to a Termination  Payment.  (a) If there is a Covered
Termination by the Executive for Good Reason or a Discretionary Termination,  or
by the Company other than by reason of (i) death,  (ii)  disability  pursuant to
Section 12 hereof,  or (iii)  Cause,  then the  Executive  shall be  entitled to
receive,  and the Company  shall  promptly  pay,  Accrued  Benefits  pursuant to
Section  9(a) hereof and, in lieu of further  base salary for periods  following
the Termination  Date, as liquidated  damages and severance pay, the Termination
Payment  pursuant to Section 9(b) hereof.  
(b)If there is a Covered  Termination  and the  Executive is entitled to Accrued
Benefits and the  Termination  Payment,  then the Executive shall be entitled to
the following  additional  benefits: 
(i)The  Executive  shall  receive,  at the expense of the Company,  outplacement
services on an individual  basis provided by a nationally  recognized  executive
placement  firm selected by the Company and  acceptable  to Executive  until the
earlier of the third  anniversary  of the  Termination  Date or such time as the
Executive  has obtained new full-time  employment  comparable to his position at
the Company.
(ii)Until the earlier of the third  anniversary of the Termination  Date or such
time as the  Executive  has obtained new  employment  and is covered by benefits
which in the aggregate are at least equal in value to the following benefits the
Executive  shall continue to be covered,  at the expense of the Company,  by the
same or equivalent life insurance, hospitalization,  medical and dental coverage
as was required hereunder with respect to the Executive immediately prior to the
date the Notice of Termination is given. 
9.Payments  Upon  Termination.   (a)Accrued  Benefits.   For  purposes  of  this
Agreement,  the  Executive's  "Accrued  Benefits"  shall  include the  following
amounts,  payable as described  herein:  (i) all base salary for the time period
ending with the  Termination  Date;  (ii)  reimbursement  for any and all monies
advanced in  connection  with the  Executive's  employment  for  reasonable  and
necessary  expenses  incurred by the  Executive on behalf of the Company for the
time period ending with the Termination


                                      -9-
<PAGE>

Date;  (iii) any and all other  cash  earned  though  the  Termination  Date and
deferred  at  the  election  of  the  Executive  or  pursuant  to  any  deferred
compensation  plan  then  in  effect;  (iv) a lump  sum  payment  of the  bonus,
incentive  compensation and other compensation  reportable on Form W-2 otherwise
payable to the Executive  with respect to the year in which  termination  occurs
under all bonus or incentive  compensation plan or plans of the Company in which
the Executive is a participant; and (v) all other payments and benefits to which
the Executive may be entitled as compensatory fringe benefits or under the terms
of any benefit  plan of the  Company,  including  severance  payments  under the
Company's severance policies and practices as in effect immediately prior to the
Change in Control of the  Company.  Payment  of Accrued  Benefits  shall be made
promptly in accordance  with the Company's  prevailing  practice with respect to
Subsections  (i) and (ii) or, with respect to Subsections  (iii),  (iv) and (v),
pursuant  to the  terms  of the  benefit  plan  or  practice  establishing  such
benefits. 
(b)Termination  Payment. The Termination Payment shall be an amount equal to the
average of the Executive's annual total  compensation  reportable by the Company
on Form W-2  (i.e.,  base  salary  plus  bonus  amounts  and all  other  taxable
compensation) over the five (5) fiscal years of the Company immediately prior to
the Change in Control of the Company (with such compensation  annualized for any
initial  partial year of employment)  multiplied by three (3);  provided that if
the  Executive  has been  employed by the Company for less than three (3) years,
then the  Termination  Payment shall be an amount equal to the highest amount of
the Executive's  annual total compensation for any year during the period of his
employment  by the  Company  prior  to the  Change  in  Control  of the  Company
multiplied by three (3). Except as otherwise  provided  herein,  the Termination
Payment  shall be paid to the  Executive in cash no later than ten (10) business
days after the Termination  Date;  provided,  however,  the Termination  Payment
shall be paid to the  Executive  immediately  upon  receipt by the  Company of a
Notice of Termination relating to a Discretionary Termination (regardless of any
differing  effective  date  of  the  Executive's  employment  termination).  The
Executive  shall not be  required  to  mitigate  the  amount of the  Termination
Payment by securing  other  employment or otherwise,  nor will such  Termination
Payment be reduced by reason of the Executive  securing other  employment or for
any other reason.


                                      -10-
<PAGE>

In the event that a portion of the Termination Payment,  Accrued Benefits or any
other payment or benefit under this Agreement, or payments to or for the benefit
of the  Executive  under  any other  agreement  or plan of the  Company  ("Total
Benefits"), be deemed to be an "excess parachute payment," as defined in Section
280G of the Code,  then the Company shall pay the  Executive,  no later than the
tenth day following the Executive's  request,  such additional cash amount as is
necessary to place the Executive in the same after-tax  financial  position that
he would  have been in if he had not  incurred  any  liability  for  Excise  Tax
("Excise  Tax  Liability")  under  Section  4999  of  the  Code  (the  "Gross-Up
Payment"). For purposes of determining whether any of the Total Benefits will be
subject to Excise Tax Liability and the amount of such Excise Tax Liability, (i)
Total Benefits shall be treated as "parachute  payments"  (within the meaning of
Section  280G(b)(2)  of the  Code)  unless,  in the  reasonable  opinion  of the
Company's tax counsel (as confirmed by the Executive's tax counsel),  such Total
Benefits (in whole or in part) do not constitute  parachute payments,  including
by reason  of  Section  280G(b)(4)(A)  of the Code,  and all  "excess  parachute
payments"  (within  the  meaning of  Section  280G(b)(1)  of the Code)  shall be
treated as subject to Excise Tax Liability, unless, in the reasonable opinion of
the Company's tax counsel (as confirmed by the  Executive's  tax counsel),  such
excess  parachute  payments  represent  reasonable   compensation  for  services
actually  rendered within the meaning of Section  280G(b)(4)(B)  of the Code, or
are not  otherwise  subject to Excise Tax  Liability,  and (ii) the value of any
noncash  benefits or any deferred  payment or benefit shall be determined by the
Company's  independent  auditors in accordance  with the  principles of Sections
280G(d)(3) and (4) of the Code.  For purposes of  determining  the amount of the
Gross-Up  Payment,  the Executive shall be deemed to pay federal income taxes at
the highest  marginal  rate of federal  income  taxation in the calendar year in
which the Gross-Up Payment is to be made and state and local income taxes at the
highest  marginal rate of taxation in the state and locality of the residence of
the Executive,  net of the maximum  reduction in federal income taxes that could
be obtained from deduction of such state and local taxes. 
10.Death.  (a) Except as provided  in Section  10(b)  hereof,  in the event of a
Covered Termination due to the Executive's death, the Executive's estate,  heirs
and beneficiaries shall receive all the Executive's Accrued Benefits through the
Termination  Date.  (b)In  the  event  the  Executive  dies  after a  Notice  of
Termination is given (i) by the Company, other than by reason of disability,  or
(ii) by the  Executive  for Good  Reason  or a  Discretionary  Termination,  the
Executive's  estate,  heirs and beneficiaries  shall be entitled to the benefits
described  in  Section  10(a)  hereof  and,  subject to the  provisions  of this
Agreement, to such Termination Payment as the Executive would have been entitled
to had the Executive  lived. For purposes of this Section 10(b), the Termination
Date shall be the earlier of thirty (30) days following the giving of the Notice
of Termination or one day prior to the end of the Employment Period,  subject to
delay pursuant to Section 1(l) hereof. 
11.Retirement.  If, during the Employment  Period, the Executive and the Company
shall execute an agreement  providing for the early  retirement of the Executive
from the  Company,  or the  Executive  shall  otherwise  give  notice that he is
voluntarily  choosing to retire  early from the  Company,  the  Executive  shall
receive Accrued Benefits  through the Termination  Date;  provided,  that if the
Executive's  employment  is  terminated  by the  Executive  for Good Reason or a
Discretionary Termination or by the Company other than by reason of

                                      -11-

<PAGE>

death,  disability  or Cause and the Executive  also,  in  connection  with such
termination,  elects  voluntary  early  retirement,  the Executive shall also be
entitled  to receive a  Termination  Payment  pursuant to Section  9(b)  hereof.
12.Termination for Disability.  If, during the Employment Period, as a result of
the  Executive's  disability  due  to  physical  or  mental  illness  or  injury
(regardless  of whether such illness or injury is  job-related),  the  Executive
shall have been  absent from the  Executive's  duties  hereunder  on a full-time
basis for twelve (12) consecutive  months and, within thirty (30) days after the
Company  notifies the  Executive  in writing  that it intends to  terminate  the
Executive's  employment  (which  notice  shall  not  constitute  the  Notice  of
Termination  contemplated  below),  the Executive shall not have returned to the
performance of the Executive's  duties  hereunder on a  substantially  full-time
basis, the Company may terminate the Executive's employment pursuant to a Notice
of  Termination  given in  accordance  with Section 13 hereof.  In the event the
Executive's employment is terminated on account of the Executive's disability in
accordance with this Section,  the Executive  shall receive Accrued  Benefits in
accordance  with Section 9(a) hereof and shall remain  eligible for all benefits
provided  by any long term  disability  programs of the Company in effect at the
time of such  termination. 
13.Termination  Notice and Procedure.  Any Covered Termination by the Company or
the Executive  shall be  communicated  by written  Notice of  Termination to the
Executive,  if such Notice is given by the Company,  and to the Company, if such
Notice  is  given  by  the  Executive,  all in  accordance  with  the  following
procedures and those set forth in Section 23 hereof:
(a)If such  termination is for disability,  Cause or Good Reason,  the Notice of
Termination  shall  indicate in  reasonable  detail the facts and  circumstances
alleged  to  provide  a basis  for such  termination.  (No such  detail  need be
provided for in a  Discretionary  Termination). 
(b)Any Notice of Termination  by the Company shall have been approved,  prior to
the giving thereof to the Executive,  by a resolution duly adopted in good faith
by a majority of the  directors  of the Company (or any  successor  corporation)
then in office.  
(c)The  Executive  shall have  thirty (30) days,  or such  longer  period as the
Company may determine to be appropriate, to cure any conduct or act, if curable,
alleged to provide  grounds for  termination of the  Executive's  employment for
Cause under this Agreement.
(d)The recipient of the Notice of Termination  shall personally  deliver or mail
in accordance  with Section 23 hereof written notice of any dispute  relating to
such Notice of  Termination  to the party giving such Notice within fifteen (15)
days after receipt  thereof;  provided,  however,  that a Notice of  Termination
relating to a Discretionary  Termination shall not be subject to dispute for any
reason by the Company or  otherwise.  After the  expiration of such fifteen (15)
days (or  immediately  upon  receipt of a Notice of  Termination  relating  to a
Discretionary  Termination),  the  contents of the Notice of  Termination  shall
become final and not subject to dispute. 
14.Confidentiality Obligations of the Executive;  Noncompetition.
(a)During and following the Executive's employment by the Company, the Executive
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 Board of Directors 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 Executive of

                                      -12-
<PAGE>

duties  as an  executive  of the  Company.  Confidential  information  shall not
include any  information  known  generally to the public or any information of a
type not  otherwise  considered  confidential  by  persons  engaged  in the same
business  or a business  similar to that of the  Company.  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 Executive agrees that, in the event of a Covered Termination in which the
Executive has or will receive a Termination  Payment,  for a period of two years
after the Termination Date or until the end of the Employment Period,  whichever
is shorter,  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  counter  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. 
15.Expenses and Interest.  If, after a Change in Control of the Company,  a good
faith dispute arises with respect to the enforcement of the  Executive's  rights
under this Agreement or if any legal or arbitration  proceeding shall be brought
in good faith to enforce or interpret  any  provision  contained  herein,  or to
recover damages for breach hereof,  the Executive shall recover from the Company
any reasonable attorneys' fees and necessary costs and disbursements incurred as
a result of such dispute,  legal or  arbitration  proceeding  ("Expenses"),  and
prejudgment  interest on any money judgment or arbitration award obtained by the
Executive   calculated   at  the  rate  of   interest   announced   by   Firstar
Bank-Milwaukee,  N.A.  from time to time as its prime or base  lending rate from
the date that payments to him should have been made under this Agreement. Within
ten (10) days after the Executive's written request therefor,  the Company shall
pay in cash to the  Executive,  or such other person or entity as the  Executive
may designate in writing to the Company, the Executive's  reasonable Expenses in
advance of the final  disposition  or conclusion  of any such dispute,  legal or
arbitration   proceeding.  
16.Payment  Obligations Absolute.  The Company's obligation during and after the
Employment  Period to pay the  Executive the amounts and to make the benefit and
other arrangements provided herein shall be absolute and unconditional and shall
not be affected by any circumstances,  including,  without  limitation,  any set
off, counterclaim, recoupment, defense or other right which the Company may have
against him or anyone else.  Except as provided in Section 15 of this Agreement,
all amounts  payable by the Company  hereunder  shall be paid without  notice or
demand.  Except as provided in Section  9(b) of this  Agreement,  each and every
payment made  hereunder by the Company shall be final,  and the Company will not
seek to recover  all or any part of such  payment  from the  Executive,  or from
whomsoever may be entitled thereto,  for any reason  whatsoever. 
17.Assignment;  Successors.  (a) If the  Company  proposes  to sell,  assign  or
transfer all or substantially  all of its business and assets to any Person,  or
if the Company  proposes to merge into or consolidate or otherwise  combine with
any Person (in either case,  whether  before or after the IPO  Effective  Date),
then,  at least  thirty (30) days in advance of the  closing of such event,  the
Company  shall,  subject only to  consummation  of such Change in Control of the


                                      -13-
<PAGE>

Company, assign all of its right, title and interest in this Agreement effective
as of the closing date of such event to such Person, and the Company shall cause
such Person,  at least thirty (30) days in advance of the closing of such event,
by  written  agreement  in form and  substance  reasonably  satisfactory  to the
Executive and with written notice thereof to Executive,  to expressly assume and
agree to perform,  subject only to consummation of such Change in Control of the
Company,  from and  after the  effective  date of such  event all of the  terms,
conditions  and provisions  imposed by this Agreement upon the Company.  If such
Change in  Control  of the  Company is  consummated,  failure of the  Company to
obtain such an assumption  agreement at least thirty (30) days in advance of the
closing of such event  shall be a breach of this  Agreement  constituting  "Good
Reason" hereunder,  except that for purposes of implementing the foregoing,  the
date upon which such transfer or other  succession  becomes  effective  shall be
deemed the Termination  Date. In case of an effective  assignment by the Company
and of assumption and agreement by such Person,  "Company" shall thereafter mean
such Person  which  executes and  delivers  the  agreement  provided for in this
Section 17 or which  otherwise  becomes bound by all the terms and provisions of
this  Agreement  by  operation  of law,  and this  Agreement  shall inure to the
benefit of and be  enforceable  by such  Person.  The  Executive  shall,  in his
discretion,  be entitled  to proceed  against  any or all of such  Persons,  any
Person which  theretofore was such a successor to the Company (as defined in the
first paragraph of this Agreement) and the Company (as so defined) in any action
to enforce  any rights of the  Executive  hereunder.  Except as provided in this
Subsection,  this  Agreement  shall  not  be  assignable  by the  Company.  This
Agreement shall not be terminated by the voluntary or involuntary dissolution of
the Company.  
(b)This  Agreement and all rights of the Executive shall inure to the benefit of
and be  enforceable  by  the  Executive's  personal  or  legal  representatives,
executors,  administrators,  heirs and beneficiaries. All amounts payable to the
Executive  under  Sections  7, 8, 9, 10, 11 and 12 hereof if the  Executive  had
lived shall be paid, in the event of the  Executive's  death, to the Executive's
estate,  heirs and  representatives.  
18.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.
19.Amendment.  This  Agreement may not be amended or modified at any time except
by written instrument executed by the Company and the Executive.
20.Withholding.  The Company  shall be entitled to withhold  from  amounts to be
paid to the Executive 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.  The  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. 
21.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 Executive and an
authorized  representative  of the  Company. 

                                      -14-
<PAGE>

22.Governing  Law:  Resolution  of Disputes.  This  Agreement and the rights and
obligations  hereunder shall be governed by and construed in accordance with the
laws of the State of Wisconsin. Any dispute arising out of this Agreement shall,
at the Executive's election, be determined by arbitration under the rules of the
American  Arbitration  Association then in effect or by litigation.  Whether the
dispute  is to be  settled  by  arbitration  or  litigation,  the  venue for the
arbitration or litigation  shall be Milwaukee,  Wisconsin or, at the Executive's
election,  in the judicial district encompassing the city in which the Executive
resides. The parties consent to personal jurisdiction in each trial court in the
selected  venue  having  subject  matter  jurisdiction   notwithstanding   their
residence or situs, and each party irrevocably consents to service of process in
the manner  provided  hereunder  for the giving of notices.  
23.Notice.  Notices given  pursuant to this  Agreement  shall be in writing and,
except as otherwise provided by Section 13(d) hereof, shall be deemed given when
actually  received  by the  Executive  or  actually  received  by the  Company's
Secretary  or any officer of the Company  other than the  Executive.  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: Secretary, 10150 West National Avenue, Suite
350, West Allis,  Wisconsin  53227,  or if to the Executive,  at the address set
forth  below the  Executive'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.  A copy of any notice provided hereunder by either party shall
be provided  to Steven R. Barth,  Foley & Lardner,  777 East  Wisconsin  Avenue,
Milwaukee,  Wisconsin 53202.
24.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.
25.Headings.  The headings herein contained are for reference only and shall not
affect the meaning or interpretation of any provision of this Agreement.


                                      -15-
<PAGE>


26. Effect on Other  Agreements.  No provision of this Agreement shall limit the
Company's  obligation to make payments and provide benefits otherwise receivable
by the Executive under the any other agreement, regardless of whether or not the
Executive exercises his right to a Discretionary Termination hereunder."

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

_____________________________           By:___________________________________
Joseph P. Tate                             G. William Dietrich
                                           Chief Executive Officer

Address:
633 Cowpath
Fort Atkinson, Wisconsin  53538