EXHIBIT 10.11 (Environmental Safeguards, Inc.)


The registrant has requested that portions of this exhibit be given confidential
treatment  and  the  registrant has filed a  confidential treatment request with
the  Secretary  of the Commission.   In this exhibit, the registrant has omitted
such material and the registrant has marked this exhibit with a mark " ***** "to
indicate  where  material  has  been  omitted.


                                 FIRST AMENDMENT
                                       TO
               HAZARDOUS WASTE RECYCLING SERVICES CONTRACT - U.S.

     This  First Amendment to Hazardous Waste Recycling Services Contract - U.S.
("AMENDMENT")  is  entered  into on the day hereinafter set forth by and between
OnSite  Technology L.L.C., an Oklahoma limited liability company ("ONSITE") with
offices  at  2600  South  Loop  West,  Ste. 645, Houston, Texas 77054 and Rineco
Chemical  Industries,  Inc.,  ("CUSTOMER")  with  offices  at  819  Vulcan Road,
Haskell,  Arkansas  72015.

                               W-I-T-N-E-S-S-E-T-H

     WHEREAS, OnSite and Customer have previously entered into a Hazardous Waste
Recycling Services Contract - U.S. dated February 15, 2003 ("Contract"); and

     WHEREAS,  a  wholly-owned subsidiary of Customer, Rineco Recycling, LLC, an
Arkansas  limited  liability company ("Lender"), has agreed to lend certain sums
to  OnSite  subject  and pursuant to the terms of that certain Commitment Letter
(herein  so  called)  dated  March  6,  2003, executed by and between OnSite and
Lender;  and

     WHEREAS,  pursuant  to  the Commitment Letter, and as a condition of making
the  Loan  described therein, the parties hereto desire to amend the Contract as
set  forth  herein;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  of  the mutual
covenants  herein  contained,  OnSite  and  Customer  hereby  mutually  agree as
follows:

     1.     The  parties  hereto  agree  that  the Contract did not terminate on
*****  due  to  the  failure  of Customer to obtain any approvals as provided in
Paragraph  4.1,  but remains in full force and effect except as modified herein,
and  that  Paragraph  4.1  is hereby amended in its entirety to read as follows:

            TERM  FOR  PILOT  PROGRAM  PHASE:  The  initial term of this
            Contract  shall  be  the  "Pilot  Program  Phase." The Pilot
            Program Phase shall have a term of ***** operating days from
            the  Commencement  of  Pilot  Program Phase. Commencement of
            Pilot  Program Phase shall be the date on which OnSite's ITD
            Unit  has  been  delivered  to  the Work Site and set up and
            Onsite is ready to begin operating, but in no event shall be
            later  than *****. OnSite shall not deliver any Units to the
            Work  Site  prior  to  notification  from  Customer that all
            permits  and  approvals  have  been  obtained.  In the event
            Customer has not obtained such approvals by *****, then this
            Contract  shall  automatically


<PAGE>
            terminate effective on such date without either party having
            any  further  obligations hereunder. At the end of the Pilot
            Program  Phase  the  parties  shall  evaluate  the operating
            results  under  this  Contract,  specifically evaluating (i)
            throughput  of the ITD Unit, (ii) acceptability of processed
            solids  residue  for mixing with liquids (iii) salability of
            the recycled liquid hydrocarbons residue and (iv) ability to
            process  *****.  If the parties in good faith determine that
            the  results  of  the Pilot Program are acceptable, then the
            Contract  shall  immediately,  without further action on the
            part  of  either  party,  progress to the "Operating Phase,"
            otherwise,  the Contract shall terminate. At any time during
            the  Pilot Program Phase at Rineco's option Rineco can elect
            to  move  into  the  "Operating  Phase."

     2.  Paragraph  4.2  of  the  Contract is amended in its entirety to read as
follows:

            TERM  FOR  OPERATING  PHASE:  Unless terminated as otherwise
            provided  in this Contract, the Operating Phase shall have a
            term  ending  on  *****.  On  such date and each anniversary
            thereof,  the  Contract  will  be automatically renewed on a
            year-to-year  basis  for  a  one-year  renewal  term, unless
            either  party  gives  the  other party sixty (60) days prior
            notice  of  its intent to terminate this Contract, effective
            on  *****  or  any  anniversary  date  thereof.

     3.  Paragraph  4.3  of  the  Contract is amended in its entirety to read as
follows:

            EARLY  TERMINATION:  Notwithstanding  the  provisions  of
            Paragraph  4.1  and 4.2, Customer may direct the stoppage of
            the  work  and  the termination of this Contract even though
            there has been no default on the part of OnSite hereunder by
            giving  ninety  (90) days prior written notice to OnSite. In
            the event such notice is given, this Contract will terminate
            on  the  ninetieth  (90th) day after notice is given. OnSite
            shall  be  entitled  to payment in accordance with Paragraph
            2.2  for  all  work  performed  under  the  Contract  until
            termination.


                                      -2-
<PAGE>
     4.  Add  a  new  Paragraph  2.4  to  read  as  follows:

            OFFSET:  In  the event OnSite falls to pay any sums when due
            to  Lender as provided in the Loan Documents, Customer shall
            be  permitted  to  offset  any  such  sums from payments due
            OnSite  by  Customer  hereunder  without the need to provide
            prior  notice  to  or  obtain  any  consent  from  OnSite.
            Customer's  decision  to exercise this right of offset shall
            in no way relieve OnSite from its obligations under the Loan
            Documents,  including  the  obligation  to pay any sums when
            due,  or  constitute  a  waiver  by  Lender of any rights or
            remedies  it  may  have  under  said  Loan  Documents.

     5.  All  of  the  terms, conditions, covenants, representations, warranties
and  agreements  contained  in  the Contract, except as to the extent amended by
this  Amendment,  including  all Exhibits and Schedules thereto, shall remain in
full  force  and  effect  and continue to be binding upon the parties hereto and
thereto  according  to  their respective terms. By executing and delivering this
Amendment,  OnSite  and  Customer hereby expressly ratify and reaffirm the terms
and  conditions  of  their  respective  obligations  under  the  Contract.

     6.  This  Amendment  may  be  executed  simultaneously  in  two  or  more
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     7.  This  Agreement  shall  be binding upon and inure to the benefit of the
parties,  their respective heirs, successors and assigns, and personal and legal
representatives.

     This Amendment is agreed to and accepted by the parties on this 20th day of
                                                                     ----
March,  2003.

RINECO CHEMICAL INDUSTRIES, INC.             ONSITE  TECHNOLOGY  L.L.C.

By:  /s/  Michael R. Spinks                  By:  /s/  James S. Percell
   ---------------------------------            --------------------------------
                                                  James S. Percell, President
Name:   Michael R. Spinks
     -------------------------------

Title:  V.P. of Admin & CFO
      ------------------------------


                                      -3-
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