EXHIBIT 10.11.1 (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 metal strips. 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-
<PAGE>