EXHIBIT 10.1.1

                 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

         THIS FIRST AMENDMENT TO LOAN AND SECURITY  AGREEMENT  ("Agreement")  is
entered into as of the 29th day of January,  2001 between COAST BUSINESS CREDIT,
a division of Southern Pacific Bank, a California  corporation  ("Coast"),  with
offices at 12121 Wilshire Boulevard,  Suite 1400, Los Angeles,  California 90025
and BLACK WARRIOR  WIRELINE  CORP., a Delaware  corporation  ("Borrower"),  with
chief executive offices located at 3748 Highway 45 North, Columbus,  Mississippi
39701.

                                    RECITALS

         A. Borrower and Coast have  heretofore  entered into a certain Loan and
Security Agreement dated as of January 24, 2000 (as the same has been and may be
hereafter  amended,  restated,  supplemented or otherwise  modified from time to
time, the "Credit Agreement"),  pursuant to which, among other things, Coast has
agreed,  subject to the terms and conditions set forth in the Credit  Agreement,
to make loans and financial accommodations to Borrower.

         B.  Pursuant  to the Credit  Agreement,  Coast  received  a  Continuing
Guaranty  and a Principal  and  Interest  Payment  Guaranty of SJMB,  L.P.,  and
others,  which  guarantees  were secured by a certain Stock Pledge  Agreement by
SJMB, L.P. of capital stock owned by it in Collins & Ware, Inc. and the proceeds
of the sale thereof.

         C. The Credit Agreement further provided that in the event of a sale of
such capital stock, the amount of  $10,000,000.00 of the sales proceeds would be
pledged  in cash to Coast  in a manner  satisfactory  to  Coast  to  secure  the
guaranties of SJMB, L.P. and others to Coast.

         D.  SJMB,  L.P.  entered  into an  agreement  for the sale of its stock
interest  in  Collins  & Ware,  Inc.  and that as a result of such  sale,  after
satisfaction  in full of various third party  obligations of SJMB,  L.P. the net
remaining cash proceeds were $8,200,000. SJMB, L.P. requested, and Coast agreed,
to accept said cash proceeds in lieu of the  $10,000,000  of cash proceeds which
SJMB, L.P., was obligated to deliver to Coast.

         E. SJMB,  L.P.,  has now requested  that in lieu of the cash deposit of
$8,200,000  with  Coast,  it provide an  unconditional,  irrevocable  commercial
letter of credit in the amount of $8,200,000 and Coast is willing to accept said
letter  of  credit in lieu of the cash  deposit  upon the  terms and  conditions
hereinafter set forth.

         F. Coast is willing  to modify  the terms of the Credit  Agreement  and
related  documents  to  reflect  acceptance  of an  unconditional,  irrevocable,
commercial  letter  of credit in the  amount of  $8,200,000  in lieu of the cash
proceeds from the sale of SJMB,  L.P.'s interest in Collins & Ware, Inc. in lieu
of the prior requirements upon the terms and conditions hereinafter set forth.

         G. Borrower has requested that Coast agree to further modify the Credit
Agreement in certain  additional  respects,  and Coast is willing to accommodate
such request pursuant to the terms and conditions of this Amendment.


<PAGE>

         H. The  following  Events of Default have  occurred and are  continuing
under the Credit  Agreement:  (a) Borrower failed to make a principal payment on
account of Term Loan A as required by Section 2.1(b) of the Credit  Agreement in
an amount equal to 50% of projected  less actual  Excess Cash Flow for the three
month period ending July 31, 2000, which payment was due on August 31, 2000, and
(b) Borrower is not in compliance  with the following  covenants:(i)  as of June
30,  2000,  the  covenant as to Minimum  Tangible Net Worth set forth in Section
8.1(a) of the Credit  Agreement;  (ii) for the quarter ending June 30, 2000, the
covenant as to Debt Service  Coverage  Ratio set forth in Section  8.1(b) of the
Credit Agreement;  and (iii) the limitation on capital expenditures set forth in
Section 8.5(b) of the Credit Agreement (collectively, the "Existing Defaults").

                                    AGREEMENT

         NOW THEREFORE,  in  consideration  of the mutual  promises,  covenants,
conditions,  representations and warranties  hereinafter set forth and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged,  and  intended to be legally  bound  hereby,  the  parties  hereto
mutually agree as follows:

         1.       Recitals.  All the foregoing recitals are incorporated  herein
as though set forth at length.

         2.       Defined  Terms.  All  capitalized  terms  used  herein but not
elsewhere  defined shall have the respective  meanings ascribed to such terms in
the Credit Agreement, as amended by this Amendment.

         3.       Amendments  to  Credit  Agreement.  The  Credit  Agreement  is
amended as follows:

                  3.1      Amendments regarding sale of stock in Collins & Ware,
Inc.

                           3.1.1 Subparagraph 22 of Section 5.14 of the Schedule
to  Credit  Agreement  is  hereby  amended  by  deleting  "Ten  Million  Dollars
($10,000,000.00)" in the fourth line thereof and substituting "Eight Million Two
Hundred Thousand Dollars ($8,200,000.00)" in lieu thereof.

                           3.1.2 Coast  acknowledges  receipt of said $8,200,000
and has  released its  security  interest in the shares of Collins & Ware,  Inc.
pledged to it as reflected in that certain  Security  Agreement - Stock  Pledge,
dated as of January 24, 2000.

                           3.1.3 Said  $8,200,000  has been deposited with Coast
as collateral for  performance of the obligations of SJMB, L.P. and others under
its Continuing Guaranty to Coast dated January 24, 2000.  However,  upon receipt
of an  unconditional,  irrevocable,  commercial  letter  of credit  ("Letter  of
Credit")  issued by  Southwest  Bankcorporation  of Texas or  another  financial
institution,  and in form  and  substance,  acceptable  to Coast in its sole and
absolute  discretion,  in the  amount  of  $8,200,000.00,  the cash  deposit  of
$8,200,000.00  shall be returned to SJMB,  L.P.  The Letter of Credit  shall not
expire  prior to twelve (12) months from the date thereof and shall be renewable
for  additional  twelve  (12) month  periods  until April 30, 2006 no later than
thirty (30) days prior to its  scheduled  expiration  date.  Upon failure of the
Letter of Credit to be renewed at least thirty (30) days prior to its  scheduled
expiration  date,  or upon  the  occurrence  of an  uncured  default  under  the
Continuing  Guaranty,  Coast may draw upon the  entire  balance of the Letter of
Credit and apply it to the obligations due Coast under the Guaranty,  the Credit
Agreement or other Loan  Documents.  In the event that all obligations due Coast
under the Guaranty,  Credit  Agreement or other Loan Documents are paid in full,
the Letter of Credit shall be returned to SJMB, L.P.


<PAGE>


                           3.1.4  Simultaneously  with  the  execution  of  this
Agreement,  SJMB, L.P. and the other  Guarantors shall execute and deliver First
Amendments to Guaranty and such other documents as Coast may reasonably request,
in form and substance acceptable to Coast in its sole and absolute discretion.

                  3.2      Other Amendments to Credit Agreement.


                           3.2.1   Excess   Cash   Flow.   Notwithstanding   the
provisions of Section 2.1(b) of the Credit  Agreement,  Coast hereby agrees that
the  obligation  of  Borrower to make  principal  payments on Term Loan A in the
amount of fifty percent (50%) of Borrower's Excess Cash Flow for the immediately
preceding month shall be modified, solely on the following terms and conditions:

                                    a. No principal payments of Excess Cash Flow
shall  be made  when  due to  Coast  for the  months  of  August,  2000,  to and
including, June, 2001.

                                    b. All  principal  payments  of Excess  Cash
Flow  deferred  as set forth  above  shall be paid in full to Coast on or before
June 30, 2001.

                                    c.  In  the  event   that  the   controlling
shareholders of Borrower do not complete a sale of all or  substantially  all of
the  assets  of  Borrower,  or the  ownership  interests  therein,  in an amount
sufficient  to pay all  obligations  due Coast  under or  related  to the Credit
Agreement  and the Loan  Documents on or before June 30,  2001,  if the deferred
Excess Cash Flow payments set forth in subsection a. above have not been paid to
Coast by the Borrower on or before July 20, 2001,  St. James  Capital  Partners,
L.P.  shall,  on or before said date,  make,  or cause to be made, an additional
equity  investment  in Borrower in an amount  sufficient to pay in full to Coast
the aggregate amount of Excess Cash Flow due Coast for the period August,  2000,
to and  including,  June,  2001,  but not paid to Coast  as set  forth  above in
subsection  a.  Failure of said equity  investment  to be made or said  deferred
Excess  Cash Flow  payments  to be paid in full to Coast on or  before  July 20,
2001, shall be an Event of Default.

                                    d. St. James Capital Partners,  L.P., by its
execution  of this  Amendment,  hereby  agrees  to be bound by the terms of this
Section  3.2.1,  and agrees to execute  any  additional  documents  Coast  deems
necessary or appropriate to evidence its obligations hereunder.

                           3.2.2    Tangible Net Worth.

                                    a.   For   the   purposes   of   determining
Borrower's  compliance  with  Section  8.1(a) of the  Credit  Agreement  for the
quarter ending September 30, 2000 only, Tangible Net Worth may be less than that
of the previous quarter; provided, however, that the Tangible Net Worth for said
quarter ending  September 30, 2000 must still increase by an amount equal to 80%
of Borrower's  net income for said  quarter,  as presently  required,  and in no
event  shall  Tangible  Net  Worth  as  of  September  30,  2000  be  less  than
$5,000,000.00.


<PAGE>


                                    b.   For   the   purposes   of   determining
Borrower's  compliance  with  Section  8.1(a) of the  Credit  Agreement  for the
quarters  ending  December 31, 2000 and March 31, 2001 only,  Tangible Net Worth
may be less than  that of the  previous  quarter;  provided,  however,  that the
Tangible Net Worth as of September 30, 2000 must have increased by $1,000,000.00
on June 30, 2001. In determining Tangible Net Worth, accrued interest on debt of
Borrower  that is  subordinated  to  Borrower's  obligations  to Coast  shall be
considered as additional equity.

                           3.2.3 Debt Service  Coverage Ratio.  For the purposes
of  determining   Borrower's  compliance  with  Section  8.1(b)  of  the  Credit
Agreement,  the Debt Service Coverage Ratio for the quarter ending September 30,
2000 only shall be 1.0:1.0.  Thereafter,  Debt Service  Coverage  Ratio for each
quarter shall be 1.25:1.0.  In  determining  the Debt Service  Coverage  Ration,
there shall be excluded  from the  denominator  any interest on debt of Borrower
that by its terms is accrued in lieu of being paid in cash when due.

                           3.2.4 Actual  Revenue and EBITDA.  Section  8.1(c) of
the Credit Agreement is hereby deleted in its entirety.

                           3.2.5 Capital  Expenditures  Limits.  With respect to
Section 8.5(b) of the Credit  Agreement,  the limit on capital  expenditures  of
$50,000.00 per month set forth in the Schedule thereto is hereby deleted.

                           3.2.6    Other Documents and Agreements.

                                    a. Section  5-14(11) of the Credit Agreement
is hereby amended by, beginning on the second line thereof, deleting the balance
of said section after "L.P.".

                                    b. Section  5.14(22) of the Credit Agreement
is hereby  amended by deleting the following  language  from the first  sentence
thereof:

                  "provided,   however,  that  if  Borrower  complies  with  the
covenant  regarding  Revenues  and EBITDA  during  the  applicable  twelve  (12)
consecutive  months as set forth in  Subsection  (c) of Section 8.1 below,  such
pledged amount will be reduced to $4,000,000.00."

                           3.2.7 Waiver and Amendment Fee; Costs. Upon execution
and delivery of this Amendment,  Borrower shall be obligated to pay a Waiver and
Amendment  Fee to Coast in the  amount  of  $200,000,  which fee shall be deemed
fully earned upon the effectiveness of this Agreement.  The Waiver and Amendment
Fee shall be paid to Coast upon the earlier to occur of (a) June 30, 2001 or (b)
the sale of all or substantially all of the assets of Borrower, or the ownership
interests  therein.  In  addition,  Borrower  agrees to pay all fees,  costs and
expenses incurred by Coast in documenting this modification,  including the fees
and expenses of Coasts's legal counsel.

                           3.2.8  Letter  of  Credit  Fee.  Upon  execution  and
delivery of this  Amendment,  the Letter of Credit and the First  Amendments  to
Guaranty,  Borrower shall be obligated to pay a Letter of Credit Fee to Coast in
the amount of $5,000 per month,  which fee shall be deemed  fully earned at said
time.  The Letter of Credit  Fee shall  accrue and be paid to Coast in full upon
the  earlier  to  occur  of (a)  June  30,  2001 or (b)  payment  in full of all
obligations of Borrower to Coast.


<PAGE>


         4. Conditions to  Effectiveness.  The  effectiveness  of this Amendment
shall be subject to the  satisfaction  of the following  conditions in a manner,
form and substance reasonably satisfactory to Coast:

                  4.1  Delivery  of  Documents.  This  Amendment,  the Letter of
Credit and the First  Amendments to Guaranty shall have been delivered to Coast,
duly  authorized  and executed by Borrower and Coast,  together  with such other
instruments, documents, certificates,  consents, waivers, opinions and financing
statements as Coast may reasonably request.

                  4.2 Performance; No Default. Borrower shall have performed and
complied with all agreements  and conditions  contained in the Loan Documents to
be performed  by or complied  with by Borrower  prior to the date  hereof,  and,
other than the  Existing  Defaults,  no Event of  Default or Default  shall have
occurred and be continuing.

Upon this  Amendment  becoming  effective the Existing  Defaults shall be deemed
waived. This is a limited waiver only for the Existing Defaults and only for the
period  specified  therein and shall not be deemed to constitute a waiver of any
other Event of Default or any future breach of the Agreement or any of the other
Loan Documents.

         5.  Representations  and Warranties.  Borrower hereby confirms to Coast
that the  representations  and  warranties  set forth in Section 6 of the Credit
Agreement  (as the same may have been  modified or  supplemented  by, and giving
effect to, the  reports  and  disclosures  provided  to Coast by or on behalf of
Borrower prior to the date hereof) are true and correct in all material respects
as of the date  hereof,  and shall be deemed to be remade as of the date hereof.
Borrower further represents and warrants to Coast as follows:

                  a. All financial statements and other information delivered to
Coast by or on behalf of Borrower in connection with the Loan Documents and this
Amendment,  were true and correct as of the respective  dates  thereof,  and the
financial  condition of Borrower and its Subsidiaries has not materially altered
as of the  date of  this  Amendment  from  that  presented  by the  latest  such
financial statements and other information provided to Coast.

                  b. The  Obligations  of Borrower  under the Loan Documents are
absolute and unconditional,  and there exists no right of set-off or recoupment,
counterclaim  or defense of any nature  whatsoever to payment and performance of
Borrower's Obligations to Coast.

                  c. There are no proceedings  pending,  threatened  against, or
affecting  Borrower  in  any  court,  before  any  governmental   authority,  or
arbitration  board or  tribunal  which may now or in the future  have a Material
Adverse Effect.


<PAGE>


                  d. Borrower  hereby  ratifies and reaffirms the Loan Documents
to which it is a party  (as  amended  hereby),  and  represents  that all of the
foregoing are the valid, binding and enforceable obligations of Borrower .

                  e.  All of the  representations  and  warranties  of  Borrower
contained  in the  Loan  Documents  (as the  same  may  have  been  modified  or
supplemented  by, and giving effect to, the reports and disclosures  provided to
Coast by or on  behalf  of  Borrower  prior to the  date  hereof),  are true and
correct, in all material respects,  as of the date hereof and, as so modified or
supplemented, are hereby reaffirmed and ratified.

                  f. Other than the  Existing  Defaults,  no Default or Event of
Default has occurred and is continuing.

                  g. This Amendment and the documents and  instruments  executed
in connection  herewith have been  authorized by all necessary  action and, when
executed,  will  be the  legal,  valid  and  binding  obligations  of  Borrower,
enforceable against Borrower in accordance with their respective terms.

                  h.  Borrower's  execution,  delivery and  performance  of this
Amendment  do not and will not (i) violate any law,  rule,  regulation  or court
order to which Borrower is subject;  (ii) conflict with or result in a breach of
Borrower's Articles of Incorporation or Bylaws or any agreement or instrument to
which  Borrower is party or by which it or its  properties  are bound,  or (iii)
result  in  the  creation  or  imposition  of any  lien,  security  interest  or
encumbrance  on any  property  of  Borrower,  whether  now  owned  or  hereafter
acquired, other than liens in favor of Coast.

         6.  No  Further  Amendments.  Except  as  amended  hereby,  the  Credit
Agreement  and each of the other Loan  Documents  shall remain in full force and
effect in accordance with their  respective  terms.  Borrower  acknowledges  and
agrees that other than as specifically  set forth herein,  Coast does not waive,
diminish or limit any term or condition contained in the Credit Agreement or any
of the other Loan Documents. Coast's agreement to the terms of this Amendment or
any other  amendment  shall not be  deemed  to  establish  or create a custom or
course of dealing  between Coast,  on the one hand,  and Borrower,  on the other
hand.

         7. Counterparts;  Telecopy Execution. This Amendment may be executed in
one or more counterparts,  each of which shall be deemed to be an original,  and
all of which, when taken together, shall constitute one and the same instrument.
Delivery of an executed  counterpart of this Amendment by telefacsimile shall be
equally as  effective  as delivery of a manually  executed  counterpart  of this
Amendment.  Any party  delivering an executed  counterpart  of this Amendment by
telefacsimile  shall  also  deliver  a  manually  executed  counterpart  of this
Amendment,  but the failure to deliver a manually executed counterpart shall not
affect the validity, enforceability, and binding effect of this Amendment.

         8. Entire Agreement. The Credit Agreement, the other Loan Documents and
this Amendment  embody the entire agreement and  understanding  between Borrower
and Coast,  and supersede all prior agreements and  understandings  between said
parties relating to the subject matter thereof.  The parties each warrant to the
other that no promise,  inducement,  representation,  or agreement  that has not
been expressed  herein or is not otherwise set forth in such agreements has been
made to them in connection with the deliberations or negotiations  leading up to
the execution of this Amendment.


<PAGE>


         9. Further  Assurances.  Borrower  covenants and agrees that it will at
any time and from time to time do,  execute,  acknowledge  and deliver,  or will
cause to be done, executed,  acknowledged and delivered,  all such further acts,
documents and  instruments  as  reasonably  may be required by Coast in order to
effectuate fully the intent of this Amendment.

         10.  Governing Law. This  Amendment  shall be a contract made under and
governed by the laws of the State of  California,  without regard to conflict of
laws principles.

         11. Severability.  In the event that any provision of this Amendment is
deemed to be invalid by reason of the  operation  of any law or by reason of the
interpretation  placed  thereon  by any court or  governmental  authority,  this
Amendment shall be construed as not containing such provision and the invalidity
of such provision shall not affect the validity of any other provisions  hereof,
and any and all other  provisions  hereof which  otherwise  are lawful and valid
shall remain in full force and effect.

         12.  Headings  and  Recitals.  The  paragraph  headings  used  in  this
Amendment are for  convenience of reference only and in no way define,  describe
or limit the  scope or intent of this  Amendment.  The  foregoing  recitals  are
hereby incorporated herein by this reference thereto.

         13. No Strict  Construction.  The language used in this Amendment shall
be deemed to be the  language  chosen by the  parties  hereto to  express  their
mutual intent,  and no rule of strict  construction shall be applied against any
party hereto.



<PAGE>



         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date first written above.

                                              BORROWER:

                                              BLACK WARRIOR WIRELINE CORP., a
                                              Delaware corporation



                                              By:
                                                --------------------------------
                                                President or Vice President

                                              By:
                                                --------------------------------
                                                Secretary or Assistant Secretary

                                              COAST:

                                              COAST BUSINESS CREDIT, a  division
                                              of Southern Pacific Bank

                                              By:
                                                   -----------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                   -----------------------------



<PAGE>



The foregoing First Amendment to Loan and Security  Agreement is hereby approved
and accepted and all obligations of the undersigned under that certain Principal
and Interest  Payment  Guaranty  dated January 24, 2000 as modified by the First
Amendment to Guaranty,  and that certain  Continuing  Guaranty dated January 24,
2000,  as modified by the First  Amendment to Guaranty,  as the case may be, are
hereby ratified and confirmed.

Dated:   As of January 29, 2001.



                                               GUARANTORS:

                                               SJMB,  L.P.,  a Delaware  limited
                                               partnership

                                               By:  SJMB,   L.L.C.,  a  Delaware
                                               limited  liability  company,  its
                                               general partner


                                                    By:
                                                         -----------------------
                                                    Name:
                                                         -----------------------
                                                    Title:
                                                         -----------------------



                                               ST. JAMES CAPITAL PARTNERS, L.P.,
                                               a Delaware limited partnership

                                               By: St. James  Capital  Corp.,  a
                                               Delaware corporation, its general
                                               partner


                                                    By:
                                                         -----------------------
                                                    Name:
                                                         -----------------------
                                                    Title:
                                                         -----------------------



                                               ---------------------------------
                                               Chuck Underbrink, an individual