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                                                                   EXHIBIT 10.55


             SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

     THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT ("Second
Amendment") is entered into this 30th day of March, 2001, by and between TEXAS
TIMBERJACK, INC. ("Borrower") and BANK OF AMERICA, N.A. ("Lender").

         WHEREAS, Borrower and Lender entered into an Amended and Restated Loan
Agreement dated March 31, 2000 (the "Agreement"); and

         WHEREAS, Borrower and Lender entered into a First Amendment to Amended
and Restated Loan Agreement dated September 1, 2000 (the "First Amendment"); and

         WHEREAS, Borrower and Lender now desire to further modify and amend the
Agreement as hereinafter provided.

         NOW, THEREFORE, for and in consideration of the premises, Borrower and
Lender hereby covenant and agree as follows:

 1.      The "Line" (as defined in Section 2Ai of the Agreement) shall mean the
         line of credit loan evidenced by a Promissory Note of even date
         herewith, executed by Borrower, as Maker, payable to the order of Bank
         of America, N.A. in the maximum principal amount of $8,000,000.00, and
         any renewals, extensions or modifications thereof. The Line is subject
         to the Borrowing Base Agreement set forth in Exhibit "A" to the
         Agreement, provided (i) "Eligible Accounts Receivable" shall not
         include accounts arising from performance of warranty services, and
         (ii) "Eligible Sales Contract Receivables" shall not include any such
         account receivable which is 90 days or more past due. The Borrowing
         Base Certificate attached to the Agreement shall be amended to reflect
         the foregoing amendments to the said Borrowing Base Agreement.

 2.      The "Loan" (as defined in Section 1F and Section 2A of the Agreement)
         shall mean, in addition to the loans described in Section 2A of the
         Agreement, the loans evidenced by two Promissory Notes of even date
         herewith, executed by Borrower and Southern Forest Products, LLC, as
         Maker, payable to the order of Bank of America, N.A. in the principal
         face amount of $3,500,000.00 and $589,000.00, respectively, and any
         renewals, extensions or modifications thereof.

 3.      The "Note" (as defined in Section 2A of the Agreement) shall refer
         collectively to the Promissory Notes referenced above and Borrower's
         Promissory Note dated August 7, 1998, payable to the order of
         NationsBank of Texas, N.A. in the principal face amount of
         $4,000,000.00, and any renewals, extensions or modifications thereof.

 4.      Borrower stipulates, acknowledges and agrees that Lender has not
         required Borrower to guarantee, co-make, secure or otherwise become
         obligated directly or indirectly) for

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         the indebtedness of any third party to Lender as a condition to, or as
         consideration or, the making of the Loan or the extension of any
         credit to Borrower.

 5.      All collateral and security of any kind mortgaged, pledged or otherwise
         hypothecated by Borrower to secure any indebtedness of Borrower to
         Lender shall also secure the payment of the Loan and all indebtedness
         (whether now existing or hereafter incurred) of Southern Forest
         Products, LLC owing to Lender or to any affiliate or subsidiary of Bank
         of America Corporation.

 6.      Borrower represents and warrants to Lender that each of the
         representations and warranties set forth in Section 3 of the Agreement
         are true and correct as of the date hereof, as if made on the effective
         date of this Second Amendment, except for representations which are
         specifically limited to a specified date or time period prior to the
         date of this Second Amendment.

 7.      Borrower represents and warrants to Lender that no default (as defined
         in Section 6 of the Agreement) exists under the terms of the
         Agreement, as amended hereby.

 8.      Borrower and Lender hereby ratify, adopt and reaffirm (i) each of the
         terms and provisions of the Agreement subject only to the modifications
         contained herein, and (ii) each of the Loan Documents (as defined in
         the Agreement).

 9.      This Second Amendment is effective as of the month, day and year first
         above stated. With regard to periods of time prior to the said
         effective date, except as herein specifically provided, the Agreement
         and the First Amendment (as originally written, without the amendments
         set forth herein) shall be applicable.

10.      ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES
         HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING
         TO THIS AGREEMENT OR ANY RELATED NOTES OR INSTRUMENTS, INCLUDING ANY
         CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY
         BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR
         IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE
         AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OR JUDICIAL
         ARBITRATION AND MEDIATION SERVICES, INC. (J.A.M.S.) AND THE "SPECIAL
         RULES" SET FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE SPECIAL
         RULES SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD MAY BE
         ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY MAY BRING AN
         ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL
         ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT
         APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.

         (A) SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF
         BORROWER'S DOMICILE AT THE TIME OF EXECUTION OF THIS

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         AGREEMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR.
         IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE
         ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL
         ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND
         FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF
         CAUSE, BE PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR AN
         ADDITIONAL 60 DAYS.

         (B) RESERVATION OF RIGHTS. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO
         (i) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
         LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT; OR
         (ii) BE A WAIVER BY LENDER OF THE PROTECTION AFFORDED TO IT BY 12
         U.S.C. ss. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (iii) LIMIT
         THE RIGHT OF LENDER (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT
         LIMITED TO) SETOFF, OR (B) TO FORECLOSURE AGAINST ANY REAL OR PERSONAL
         PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR
         ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT
         OF POSSESSION OR THE APPOINTMENT OF A RECEIVER. LENDER MAY EXERCISE
         SUCH SELF HELP RIGHTS, FORECLOSURE UPON SUCH PROPERTY, OR OBTAIN SUCH
         PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY
         OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS AGREEMENT.
         NEITHER THE EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR
         MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY
         REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING
         THE CLAIMANT IN SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY
         OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

11.      THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
         PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
         CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
         ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


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         IN WITNESS WHEREOF, the parties have caused this Second Amendment to
Amended and Restated Loan Agreement to be duly executed as of the month, day and
year first stated above.

BORROWER:                                   LENDER:

TEXAS TIMBERJACK, INC.                      BANK OF AMERICA, N.A.

By:___________________________              By:_______________________________
      Name:_____________________                   Name:______________________
      Title:______________________                 Title:_____________________


                    JOINDER OF SOUTHERN FOREST PRODUCTS, LLC

The undersigned hereby approves, and consents to, the foregoing Second
Amendment.

SOUTHERN FOREST PRODUCTS, LLC

By:________________________________
      Name:__________________________
      Title:___________________________