EMPLOYMENT AGREEMENT


   THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of
   July 10, 1997, by and between Superior Services, Inc, a Wisconsin
   corporation (the "Company"), and Scott S. Cramer ("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 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, subject to termination as
   set forth in Section 4.

   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 Twenty Thousand Dollars ($120,000) 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)  without cause, upon sixty (60) days prior written
   notice.

        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 one year of the
   Employee's Base Salary, in effect on the date the notice is given.  In the
   event that Employee's employment is terminated due to a "change of
   control", Employee's employment shall be deemed to have been terminated
   under Section 4(A)(iii), and Company shall pay Employee, 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.  (i) If during the first six (6) months of the term
   of this Agreement 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,
   this Agreement shall terminate as of the date of such permanent
   disability.  In such event the Company shall pay to the Employee or his
   guardian an amount equal to the installments of his Base Salary then
   payable pursuant to Section 3(A), solely for the month in which he becomes
   permanently disabled.  (ii) In the event the Employee shall become
   permanently disabled (as defined in the group long-term disability
   insurance policy maintained by the Company) after the first six (6) months
   of the term of this Agreement, the Employee shall receive disability
   insurance benefits in accordance with the Company's disability insurance
   policy.  (iii) If during the first six (6) months of the term of this
   Agreement the Employee shall become temporarily disabled (as defined in
   the group short-term disability insurance policy maintained by the
   Company) because of physical or mental illness or personal injury, this
   Agreement shall not terminate, and all payments of Base Salary shall
   continue during said six (6) month period.  Thereafter, the Employee shall
   receive disability insurance benefits in accordance with the Company's
   disability insurance policy.

   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 one (1) year after the
   termination date of the Employee's employment under this Agreement for any
   reason the Employee shall not:

             (i)  Directly or indirectly, either individually or as an
   employee, agent, partner, shareholder, consultant, or in any other
   capacity, participate in, engage in, or have a financial or other interest
   in any Venture in Competition; provided, however, that ownership of less
   than one percent (1.0%) interest in a corporation whose shares of stock
   are traded on a recognized stock exchange or traded on the over-the-
   counter markets shall not be deemed a violation of this section.

             (ii) Directly or indirectly, individually, or as an employee,
   agent, partner, shareholder, consultant, or in any other capacity, canvas,
   contact, solicit, or accept any of Superior's customers for the purpose of
   providing services that are substantially similar to the services or
   business of Superior.  (For purposes of this Agreement, "customer" shall
   include, on any given date, any customer who was serviced by Superior
   during the last two (2) years of employee's employment.)

             (iii)     In any manner induce, attempt to induce, or assist
   others to induce any customer, client, employee, insurer, or any other
   person having a business or employment relationship with Superior to
   terminate such relationship.

             (iv) Directly or indirectly, either as an employee, agent,
   partner, shareholder, consultant, or in any other capacity, use or
   disclose, or cause to be used or disclosed, any confidential or
   proprietary information acquired by Employee during Employee's employment
   with Superior, including but not limited to customer lists, price lists,
   agreements, procedures, sales techniques, marketing strategies, matters
   relating to operations, business software and computer programs and
   printouts, techniques, engineering information or financial information
   relating to Superior.

        C.   "Venture in Competition" is defined to mean any business that,
   at any given date, owns or operates a landfill business, or in any manner
   collects, stores, transports, recycles, or disposes of solid, hazardous,
   or other waste products or provides hazardous material emergency response
   or environmental remediation services, within one hundred (100) miles of
   any location in which duties were assigned to Employee during the last two
   (2) years of Employee's employment.

   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
   Employee's current address according to the Company's payroll records, 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:__________________________________
   Scott S. Cramer                         G. W. "Bill" Dietrich
                                      President and Chief Executive Officer