**Exhibit10.17.1.1**

**FIRSTAMENDMENT TO****MASTER LOAN AGREEMENT**

**THIS FIRST AMENDMENT TO MASTER LOAN AGREEMENT**(this“Amendment”) is entered into as of November 6, 2006, between **MONARCH UTILITIES I L.P.**, a Texas limited partnership (the “Company”),and **CoBANK, ACB,** a federally chartered instrumentality of theUnited States (“CoBank”).

**BACKGROUND**

CoBankand the Company are parties to an Amended and Restated Master Loan Agreementdated as of September 12, 2005 (the “MLA”). The parties now desire to amend theMLA.

**NOW, THEREFORE**, for good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:

**SECTION 1.         Definitions. **All capitalized terms usedin this Amendment and not otherwise defined herein shall have the meaningsgiven to those terms in the MLA.

**SECTION 2.         Amendments.**

**(A)          Debt.**Section 6.02 of the MLA is hereby amended to add thefollowing sentence at the end thereof:  “Forpurposes hereof, accounts payable to ECO Resources, Inc. for services renderedto the Company in the ordinary course of the Company’s business and which arepaid by the Company on a regular basis (“ECO Accounts”) shall be considered tobe accounts payable and not debt.

**(B)          Paymentsof Debt to Southwest**. Section 6.08(B) is hereby amended andrestated to read as follows: “(B) make any payments on any debt owing toSouthwest or any subsidiary of Southwest.”

**(C)          FinancialCovenants. **Article 7of the MLA is hereby amended and restated in its entirety to read as follows:

Unless otherwise agreedto in writing by CoBank, while this Agreement is in effect:

**SECTION7.01.          Debt Service CoverageRatio.**The Company and its consolidated Subsidiaries shallhave for each fiscal year of the Company, a Debt Service Coverage Ratio of notless than 1.20 to 1:00.

**SECTION7.02.          Total Debt to EBITDA Ratio.**The Company and its consolidated Subsidiaries shall have aratio of Total Debt at the end of each fiscal year of the Company to EBITDA foreach fiscal year of the Company of not greater than 10 to 1.

**SECTION7.03.          Total Debt toCapitalization Ratio.** The Company and its consolidated Subsidiariesshall have at the end of each fiscal quarter of the Company, a ratio of TotalDebt to Total Capitalization of not more than .65 to 1.00.

----

**SECTION7.04.          Fiscal Year.**TheCompany will not change its fiscal year.

**(B)          Definitions.**

**(1)           DebtService Coverage Ratio.**The definition of “Debt ServiceCoverage Ratio” is hereby amended to add the following sentence at the endthereof: “Notwithstanding the foregoing: (1) in calculating net income,management fees shall be excluded as long as such fees are not paid by theCompany; and (2) ECO Accounts shall not be considered to be Long-Term Debt.”

**(2)          EBITDA. **The definitionof “EBITDA” is hereby amended to add the following sentence at the end thereof:“Notwithstanding the foregoing, in calculating EBITDA management fees shall beexcluded from operating expenses as long as such fees are not paid by theCompany.”

**(3)           ECOAccounts.**There is hereby added in alphabetical order, adefinition of ECO Accounts reading as follows: “ECO Accounts shall have themeaning set forth in Section 6.02 of the Agreement.

**(4)           TotalDebt.**The definition of “Total Debt” is hereby amended to addthe following sentence at the end thereof: “In calculating Total Debt: (1) alllong-term debt and other loans and advances from Southwest (other than loansand advances for construction) shall be included; and (2) ECO Accounts shall beexcluded.”

**SECTION 3.         Representations and Warranties.** The Company represents and warrants that: (A)no consent, permission, authorization, order or license of any governmentalauthority or of any party to any agreement to which the Company is a party orby which it or any of its property may be bound or affected, is necessary inconnection with the execution, delivery, performance or enforcement of thisAmendment; (B) the Company is in compliance with all of the terms of the LoanDocuments and no Default or Event of Default exists; and (C) this Amendment hasbeen duly authorized, executed and delivered by the Company, and creates legal,valid, and binding obligations of the Company which are enforceable inaccordance with their terms, except to the extent that enforceability may belimited by applicable bankruptcy, insolvency or similar Laws affecting therights of creditors generally.

**SECTION 4.         Confirmation.** Except as amended hereby, theMLA shall remain in full force and effect as written.

**IN WITNESS WHEREOF,**the partieshave caused this Amendment to be executed by their duly authorized officers asof the date shown above.

 
| **CoBANK, ACB** |   | **MONARCH UTILITIES I L.P.** |
|-----------------|--------|------------------------------|
| ** **      |   | a Texas limited  partnership |
|            |   |                         | By: Texas Water  Services Group, LLC |
|            |   |                         | a Texas limited  liability company |
|            |   |                         | Its: General Partner |
|            |   |                         |   |   |
| By:             |   |                         | By: |   |
|            |   |                         |   |   |
| Title:          |   |                         | Title: |   |

 

 

2

----