Exhibit 10.2


                                AMENDMENT NO.1 TO
                                -----------------

                          SECURITIES PURCHASE AGREEMENT
                          -----------------------------



          This AMENDMENT No.1 TO THE SECURITIES PURCHASE AGREEMENT, dated as of
October 28, 2002, (this "Amendment") is entered into among Greka Energy
Corporation, a Colorado corporation, as borrower ("Greka"), Greka Integrated,
Inc., a Colorado corporation ("Greka Integrated"), and each of the entities
listed as a guarantor on the signature pages hereto, as guarantors (each a
"Guarantor" and collectively, the "Guarantors"), and each of the entities listed
as a purchaser on the signature pages hereto (individually, a "Required Holder"
and, collectively, the "Required Holders") and Guggenheim Investment Management,
LLC, as collateral agent (the "Collateral Agent"), and amends the Securities
Purchase Agreement dated as of June 26, 2002 (as amended hereby and as the same
may be further amended, supplemented, or otherwise modified from time to time,
the "Securities Purchase Agreement") entered into among Greka as borrower, the
Guarantors, each of the entities from time to time party thereto as purchasers
(individually, a "Purchaser" and, collectively, the "Purchasers") and the
Collateral Agent as collateral agent.

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

          WHEREAS, Greka has agreed (i) to issue and sell to certain of the
Purchasers, and such Purchasers have agreed to purchase from Greka, upon the
terms and conditions hereinafter provided, secured additional Senior
Subordinated Notes in the aggregate principal amount of $14,500,000 and (ii) to
issue to the Collateral Agent additional Warrants to purchase shares of Common
Stock of Greka;

          WHEREAS, Greka has entered into a stock purchase agreement dated as of
September 12, 2002, as amended by a First Amendment dated as of September 27,
2002 and a Second Amendment dated as of October 22, 2002 (as the same may be
further amended, supplemented, or otherwise modified from time to time, the
"Windsor Acquisition Agreement"), with P.I. Holdings No.3, Inc. and P.I.
Holdings No.4 Inc., pursuant to which (i) Greka will acquire all of the
outstanding stock of Windsor Energy US Corporation ("Windsor") and (ii) Greka
CA, Inc. ("Greka CA") will acquire 0.25% of the partnership interests of Rincon
Island Limited Partnership ("Rincon"); and

          WHEREAS, pursuant to Section 12.1(d) of the Securities Purchase
Agreement, the consent of the Required Holders is required to modify the
Securities Purchase Agreement as requested by the Credit Parties;

          NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, it is agreed as follows:

<PAGE>


     Section 1.         DEFINITIONS
                        -----------

          As used in this Amendment, the following terms shall have the meanings
specified below:

          "Amendment Effective Date" shall have the meaning set forth in Section
4(a).

          All other terms shall have the meanings given thereto in the
Securities Purchase Agreement (as modified by Section 2(a)).

     Section 2.        AMENDMENTS.
                       -----------

          The Securities Purchase Agreement is, effective as of the Amendment
Effective Date, hereby amended as follows:

          (a) Amendments to Article 1 (Definitions).
              --------------------------------------

               (1) The definitions of "Additional Senior Subordinated Notes",
"Additional Senior Subordinated Purchasers" and "Additional Warrants" are
respectively inserted immediately before the definition of "Affiliate", each to
read in its entirety as follows:

          "Additional Senior Subordinated Notes" shall mean the additional
     secured senior subordinated notes in the aggregate principal amount of
     $14,500,000 in the form of Exhibit A-3 hereto to be issued and sold by
     Greka to certain of the Purchasers, upon the terms and conditions provided
     herein.

          "Additional Senior Subordinated Purchasers" shall mean, collectively,
     all the Purchasers who hold Additional Senior Subordinated Notes.

          "Additional Warrants" shall mean the additional warrants issued by
     Greka to the Collateral Agent to purchase, upon the terms and conditions
     provided herein, the aggregate number set forth in Schedule A hereto of
     shares of Common Stock of Greka, in the form of Exhibit B.

               (2) The definition of "Amendment Effective Date" is inserted
immediately before the definition of "Applicable Law", to read in its entirety
as follows:

          "Amendment Effective Date" has the meaning set forth in Section 4(a)
     of the First Amendment.

               (3) The definition of "Cash Interest" is amended by deleting the
words `"Closing Date Rate" and' and inserting in replacement thereof, the
following:

     "Interest Rate" and (except with respect to Additional Senior Subordinated
Notes).

                                       2

<PAGE>


               (4) The definition of "Collateral Documents" is amended by
inserting immediately before "and the Mortgages", the following:

          the Rincon/Windsor Guaranty, the Rincon Pledge Agreement,.

               (5) The definitions of "Compass Debt" and "Compass Loan
Documents" are respectively inserted immediately before the definition of
"Compensation", each to read in its entirety as follows:

          "Compass Debt" shall mean all principal, interest and other amounts
outstanding from time to time owing by Windsor and Rincon (whether as principal
or surety) to Greka, as assigned to Greka by Compass Bank on or before the
Amendment Effective Date.

          "Compass Loan Documents" shall mean the Credit Agreement dated as of
March 13, 1998, among Compass Bank, Rincon and Windsor, the related promissory
note dated as of March 13, 1998 and all other agreements, documents and
instruments evidencing the Compass Debt and any Liens in respect thereof.

               (6) The definition of "Credit Parties" is deleted and replaced by
inserting a new definition thereof, to read in its entirety as follows:

          "Credit Parties" shall mean Greka and each Guarantor.

               (7) The definition of "First Amendment" is inserted immediately
before the definition of "First Priority Collateral", to read in its entirety as
follows:

                    "First Amendment" shall mean the First Amendment to the
          Securities Purchase Agreement dated as of October 28, 2002 among
          Greka, the Guarantors, certain of the Purchasers constituting Required
          Holders and the Collateral Agent, and which amends this Agreement as
          of the Amendment Effective Date.

               (8) The definition of "Greka CA" is inserted immediately before
the definition of "Guaranteed Indebtedness", to read in its entirety as follows:

          "Greka CA" shall mean Greka CA, Inc., a Colorado corporation.

               (9) The definition of "Guarantor" is amended by inserting at the
end of such definition the following:

     and (except for the purposes of the definition of "Guaranty") Windsor,
Greka CA and Rincon.

               (10) The definition of "Mortgages" is amended by inserting at the
end of such definition the following:

     and the Rincon Mortgage.

                                       3

<PAGE>


               (11) The definition of "Permitted Liens" is amended by inserting
immediately before clause (d) of such definition the following:

          and Liens existing, as disclosed in writing to the Collateral Agent,
on the Amendment Effective Date which secure the Compass Debt and which have
been assigned to Greka by Compass Bank.

               (12) The definitions of "Rincon", "Rincon Mortgage", "Rincon
Pledge Agreement" and "Rincon/Windsor Guaranty" are respectively inserted
immediately before the definition of "Sanction/Embargo Programs", each to read
in its entirety as follows:

               "Rincon" shall mean Rincon Island Limited Partnership, a Texas
          Limited Partnership.

               "Rincon Mortgage" shall mean the mortgage, dated as of the
          Amendment Effective Date, executed by Windsor (as General Partner of
          Rincon) in favor of the Collateral Agent for the benefit of the
          Additional Senior Subordinated Purchasers with respect to the oil and
          gas and other real estate assets of Ricon.

               "Rincon Pledge Agreement" shall mean the Pledge Agreement, dated
          as of the date hereof, executed by Windsor and Greka CA in favor of
          the Collateral Agent, for the benefit of the Additional Senior
          Subordinated Purchasers, pledging such Persons' equity interests in
          Rincon, in the form of Exhibit E attached hereto.

               "Rincon/Windsor Guaranty" shall mean that certain Guaranty, dated
          as of the Amendment Effective Date, executed by Rincon, Greka CA and
          Windsor in favor of the Collateral Agent, for the benefit of the
          Additional Senior Subordinated Purchasers, in the form of Exhibit C-2
          attached hereto.

               (13) The definition of "Senior Subordinated Notes" is deleted and
replaced by inserting a new definition thereof, to read in its entirety as
follows:

               "Senior Subordinated Notes" shall mean, collectively, the "Senior
          Subordinated Notes", as defined in the Recitals to the Securities
          Purchase Agreement, and (except for the purposes of Sections 2.1(b),
          2.2(a), 2.8(a) and 2.15(a) and Schedule A, Exhibit A-2 and Annex A
          hereto) the Additional Senior Subordinated Notes.

               (14) The definition of "Warrants" is deleted and replaced by
inserting a new definition thereof, to read in its entirety as follows:

               (15) "Warrants" shall mean, collectively, the "Warrants", as
defined in the Recitals to the Securities Purchase Agreement, and (except for
the purposes of Sections 2.1(c) and (d), 2.2(a), 2.8(a) and 2.15(a)) the
Additional Warrants.

                                       4

<PAGE>


               (16) The definitions of "Windsor", "Windsor Acquisition",
"Windsor Acquisition Documents" and "Windsor Note" are respectively inserted
immediately before the definition of "Zaca Field", each to read in its entirety
as follows:

               "Windsor" shall mean Windsor Energy US Corporation, a Delaware
          Corporation.

               "Windsor Acquisition" shall mean the acquisition by Greka of all
          the outstanding stock of Windsor and the other transactions
          contemplated by the Windsor Acquisition Documents.

               "Windsor Acquisition Documents" shall mean (i) the stock purchase
          agreement dated as of September 12, 2002, as amended by a First
          Amendment dated as of September 27, 2002 and a Second Amendment dated
          as of October 22, 2002, among P.I. Holdings No.3, Inc. as seller, P.I.
          Holdings No.4, Inc. and Greka as purchaser, (ii) the Rincon Island
          Acquisition Financial Assurance Program Proposal dated as of September
          19, 2002 from IMA Environmental Insurance addressed to Greka and (iii)
          each other agreement, document and instrument executed pursuant to any
          of the foregoing.

               "Windsor Notes" shall mean those unsecured non-interest bearing
          notes in the aggregate principal amount of $1,545,000 issued by
          Windsor.

               (b) Amendments to Article 2 (Purchase of Securities).
                   -------------------------------------------------

                    (1) Section 2.1 is hereby amended by inserting at the end of
that section, the following:

               (e) Subject to the terms and conditions set forth in this
          Agreement, the Additional Senior Subordinated Purchasers agree,
          severally and not jointly, to purchase from Greka, and Greka agrees to
          issue and sell to each such Additional Senior Subordinated Purchaser,
          on the Amendment Effective Date, the Additional Senior Subordinated
          Notes to be issued by Greka set forth opposite each such Additional
          Senior Subordinated Purchaser's name on Schedule A hereto. The
          aggregate principal amount of the Additional Senior Subordinated Notes
          to be purchased on the Amendment Effective Date shall be $14,500,000,
          and the aggregate purchase price therefor shall be $12,500,000, to be
          paid by the Additional Senior Subordinated Purchasers as set forth on
          Schedule A hereto.

               (f) Subject to the terms and conditions set forth in this
          Agreement Greka agrees to issue to the Collateral Agent, on the
          Amendment Effective Date, Additional Warrants as set forth opposite
          the Collateral Agent's name on Schedule A hereto, in an aggregate
          amount set forth on Schedule A of shares of Common Stock. The
          Collateral Agent hereby agrees to comply with provisions in the
          Warrants issued to it that are applicable to it.

                                       5

<PAGE>


                    (2) Section 2.2 is amended (i) by inserting in the first
line immediately before "The closing": (a); and (ii) by inserting at the end of
such section the following:

     (b) The closing of the purchase and sale of the Additional Senior
Subordinated Notes and the Additional Warrants (the "Amendment Closing") shall
take place on the Amendment Effective Date at the offices of Weil, Gotshal &
Manges LLP, 767 Fifth Avenue, New York, New York, or such other place as shall
be mutually agreed to by the parties hereto. On the Amendment Effective Date,
Greka will deliver (i) to each Additional Senior Subordinated Purchaser, an
Additional Senior Subordinated Note each payable to such Additional Senior
Subordinated Purchaser against delivery by such Additional Senior Subordinated
Purchaser of the applicable purchase price therefor (as set forth on Schedule A
hereto), by wire transfer of funds in such amount to the account of Greka and
(ii) to the Collateral Agent, an Additional Warrant exercisable for the
applicable number of shares of Common Stock (as set forth on Schedule A hereto).

                    (3) Section 2.8 is amended (i) by inserting in the first
line immediately before "the Proceeds": (a); and (ii) by inserting at the end of
such section the following:

               (b) The proceeds of the purchase price for the Additional Senior
          Subordinated Notes shall be used on the Amendment Effective Date
          solely as set forth on Schedule 2.8(b) to the First Amendment,
          provided, however, that to the extent that such proceeds are not so
          applied on the Amendment Effective Date, they shall be applied in
          accordance with such Schedule 2.8(b) within 5 days of the Amendment
          Effective Date and the failure to do so shall be an additional Event
          of Default.

               (c) Amendments to Article 3 (Security Interest).
                   --------------------------------------------

                    (1) Section 3.1 is deleted and replaced by a new Section
3.1, to read in its entirety as follows:

               3.1 Security Interest To secure (a) in the case of each Credit
          Party (except Windsor, Greka CA and Rincon), the prompt payment to the
          Purchasers of all Obligations, and (b) in the case of Windsor, Rincon
          and Greka CA, the prompt payment to the Additional Senior Subordinated
          Purchasers of the Obligations respectively owed by Windsor, Greka CA
          and Rincon each credit Party hereby assigns, pledges and grants to the
          Collateral Agent, for the benefit of the Purchasers, a continuing
          security interest in and to the Collateral, whether now owned or
          existing or hereafter acquired or arising and wheresoever located
          (whether or not the same is subject to Article 9 of the Code). All of
          the Credit Parties' ledger sheets, files, records, books of account,
          business papers and documents relating to the Collateral shall, until
          delivered to or removed by the Collateral Agent, be kept by the Credit
          Parties in trust for the Collateral Agent until all Obligations have
          been paid in full. Each confirmatory assignment schedule or other form
          of assignment hereafter executed by any Credit Party shall be deemed
          to include the foregoing grant, whether or not the same appears
          therein.

                                        6

<PAGE>


               (d) Amendments to Article 6 (Covenants).
                   ------------------------------------

                    (1) Section 6.1(b)(iii) is deleted and replaced by inserting
a new Section 6.1(b)(iii), to read in its entirety as follows:

               (iii) monthly (with respect to the month then most recently
          ended): (w) flash reports containing information contained in Schedule
          6.1(b) hereto (including with respect to Rincon), (x) average sales
          prices of crude oil produced by fields operated by the Credit Parties
          and sold to non-affiliates of the Credit Parties, (y) balance sheets
          and the related statements of income covering Greka's and its
          Subsidiaries' and Greka Integrated's and its Subsidiaries' operations
          during each such month, which have been internally prepared by Greka
          and Greka Integrated in accordance with GAAP, and (z) the calculation
          of Maximum Total Debt to EBITDA for Greka and its Subsidiaries for the
          12-month period up to the month most recently ended.

                    (2) Section 6.1(q) is deleted and replaced by inserting a
new Section 6.1(q), to read in its entirety as follows:


               (q) Greka AM, Inc. and Calox, Inc. (1) If, at any time, any
          assets of Calox, Inc. are not subject to Liens pursuant to the Bank of
          Texas Loan Agreement and the KSI Funding Loan Agreement (which term
          includes, for the purposes of this Agreement, any refinancing thereof
          by International Publishing Holding Inc., such assets shall thereupon
          be transferred to one of the Credit Parties and all documents or
          instruments that the Collateral Agent may request in its reasonable
          discretion, in form and substance satisfactory to the Collateral
          Agent, to perfect the Collateral Agent's Liens in such transferred
          assets shall be delivered to the Collateral Agent. (2) If, at any
          time, any assets of Greka AM, Inc. are not subject to Liens pursuant
          to the Bank of Texas Loan Agreement, Greka AM shall execute and
          deliver to the Collateral Agent a Rincon/Windsor Guaranty and a
          Guaranty (provided that such Guaranty shall be subordinated to such
          Rincon Windsor Guaranty) and shall grant Liens over all of its assets
          to secure its Obligations under the Rincon/Windsor Guaranty and shall
          deliver to the Collateral Agent all such documents and instruments as
          the Collateral Agent may request in its reasonable discretion, in form
          and substance satisfactory to the Collateral Agent, to perfect the
          Collateral Agent's Liens in such assets.

               Greka shall not permit or cause Greka AM, Inc. or Calox, Inc. to
          create, incur, assume, guarantee, or otherwise become or remain
          directly or indirectly, liable with respect to (i) any Indebtedness,
          except Permitted Indebtedness, the Bank of Texas Debt and Indebtedness
          under the KSI Funding Loan Agreement not exceeding an amount equal to
          $6,000,000 aggregate principal amount minus any principal payments
          made in respect thereof after the Closing Date or (ii) any Lien except
          Liens described in clauses (a), (b) and (c) through (n) of the
          definition of Permitted Liens and any Liens pursuant to the Bank of
          Texas Loan Agreement and the KSI Funding Loan Agreement.

                                       7

<PAGE>


               (2) Section 6.2(t) is deleted and replaced by inserting a new
Section 6.2(t), to read in its entirety as follows:

               (t) Financial Covenants. Fail to maintain:
                   --------------------

                    (i)   Maximum Tangible Net Worth Ratio. A Tangible Net Worth
               Ratio, measured on the last day of each fiscal quarter after the
               date hereof, of not more than 1.5:1.00 ;

                    (ii)  Fixed Charge Coverage Ratio. A Fixed Charge Coverage
               Ratio, measured on a fiscal quarter-end basis for the 12-month
               period ending each fiscal quarter after the date hereof, of not
               less than 1.0:1.00.

                    (iii) Minimum Interest Coverage Ratio. An Interest Coverage
               Ratio, measured on a fiscal quarter-end basis for the 12-month
               period ending on June 30, 2003 and each fiscal quarter
               thereafter, of not less than the ratios set forth below for the
               corresponding fiscal quarter:

                          Fiscal Quarter Ending                 Ratio
                          ---------------------                 -----

                          June 30, 2003                         1.50:1.00
                          September 30, 2003                    1.75:1.00
                          December 31, 2003 and
                          each fiscal quarter thereafter        2.00:1.00

                    (iv) Minimum EBITDA. EBITDA for Greka and its Subsidiaries
               for the period commencing on the Closing Date and ending on each
               of the following dates to be not less than the amount set forth
               below for the corresponding period:

                          Period Ending                         Amount
                          -------------                         ------

                          June 30, 2002                       $2,100,000
                          September 30, 2002                  $4,800,000
                          December 31, 2002                   $8,300,000
                          March 31, 2003                      $10,300,000

                    (v)   Maximum Total Debt to EBITDA. As at June 30, 2003 and
               on the last day of each fiscal quarter thereafter, a ratio of
               Total Debt as of each such date to EBITDA for Greka and its
               Subsidiaries for the 12- month period ending as of each such date
               of not less than the ratio set forth below for the corresponding
               fiscal quarter:

                                       8

<PAGE>


                         Fiscal Quarter Ending                       Ratio
                         ---------------------                       -----

                         June 30, 2003                               4.75:1.00
                         September 30, 2003                          4.50:1.00
                         December 31, 2003                           4.00:1.00
                         March 31, 2003 and
                         each fiscal quarter thereafter              3.75:1.00

                    (vi) Minimum Crude Run and Crude Oil Production. (x) A Crude
               Run, measured on a month-end basis, equal to at least the number
               of barrels for the corresponding month specified in Schedule
               6.2(t) to the First Amendment or (y) crude oil received at the
               Santa Maria refinery from production by properties owned or
               leased by Greka, measured on a month-end basis, equal to at least
               the number of barrels for the corresponding month specified in
               Schedule 6.2(t) to the First Amendment; provided, however, that
               non-compliance with the minimum Crude Run for any one month in
               any Fiscal Year other than Fiscal Year 2002 shall not be a
               Default or Event of Default hereunder so long as Greka provides
               the Collateral Agent with at least 30 days prior notice of any
               such potential non-compliance.

               (e) Amendments to Article 9 (Subordination).
                   ----------------------------------------

                    (1) Article 9 is amended by inserting a new Section 9.9 at
the end thereof, to read in its entirety as follows:

                    9.9 Subordination of Compass Debt. (a) Greka and each other
               Credit Party hereby agrees that the Compass Debt is hereby
               subordinated to all of the Obligations with respect to the
               Additional Senior Subordinated Notes, and that, following the
               occurrence of a Bankruptcy Event (as defined below) for so long
               as such Bankruptcy Event is continuing, the Compass Debt
               (including all principal, interest and other amounts outstanding
               with respect thereto) shall not be paid in whole or in part until
               such Obligations (including all post-petition interest thereon,
               whether or not an allowed claim in the relevant bankrupcty
               proceeding) have been paid in full and the Loan Documents are
               terminated and of no further force or effect. No Credit Party
               shall accept any payment of or on account of any Compass Debt at
               any time in contravention of the foregoing. Upon the occurrence
               and during the continuance of an Event of Default, no payment of
               principal or interest shall be made with respect to the Compass
               Debt. Each payment on the Compass Debt received in violation of
               any of the provisions hereof shall be deemed to have been
               received by such Credit Party as trustee for the Additional
               Senior Subordinated Purchasers and shall be paid over to the
               Collateral Agent immediately on account of such Obligations, but
               without otherwise affecting in any manner such Credit Party's
               liability therefor. Each Credit Party agrees to file all claims
               against the relevant issuer or guarantor of the Compass Debt in
               any bankruptcy or other proceeding in which the filing of claims
               is required by law in respect of any Compass Debt, and the
               Collateral Agent shall be entitled to all of such Credit Party's
               rights thereunder. If for any reason a Credit Party fails to file

                                       9

<PAGE>


               such claim at least ten Business Days prior to the last date on
               which such claim should be filed, such Credit Party hereby
               irrevocably appoints the Collateral Agent as its true and lawful
               attorney-in-fact and is hereby authorized to act as
               attorney-in-fact in such Credit Party's name to file such claim
               or, in the Collateral Agent's discretion, to assign such claim to
               and cause proof of claim to be filed in the name of the
               Collateral Agent or its nominee. In all such cases, whether in
               administration, bankruptcy or otherwise, the person or persons
               authorized to pay such claim shall pay to the Collateral Agent
               the full amount payable on the claim in the proceeding, and, to
               the full extent necessary for that purpose, each Credit Party
               hereby assigns to the Collateral Agent all of such Credit Party's
               rights to any payments or distributions to which such Credit
               Party otherwise would be entitled. If the amount so paid is
               greater than such Credit Party's liability hereunder, the
               Collateral Agent shall pay the excess amount to the party
               entitled thereto. In addition, each Credit Party hereby
               irrevocably appoints the Collateral Agent as its attorney-in-fact
               to exercise all of such Credit Party's voting rights in
               connection with any bankruptcy proceeding or any plan for the
               reorganization of each issuer of the Compass Debt. For the
               purposes of this Section 9.9, "Bankruptcy Event" shall mean any
               of the events specified in Sections 8.1(g) or (h) with respect to
               either Windsor, Rincon or both of them.

                    (b) Each of Greka and the other Credit Parties hereby agrees
               that all Liens on collateral of Windsor and Rincon that it may
               have which secure the Compass Debt (the "Compass Liens") are
               hereby fully subordinated to the Liens of the Collateral Agent
               under the Loan Documents with respect to such collateral,
               regardless of the order or priority of perfection thereof. Until
               the Obligations have been paid in full and the Loan Documents are
               terminated and of no further force or effect, the Credit Parties
               shall take no action with respect to, nor exercise any remedies
               under such Liens or against the collateral subject thereto, other
               than to file UCC Financing Statements as may be necessary to
               maintain the perfection of the Compass Liens. In such regard, no
               Credit Party shall send any notices to account debtors of Windsor
               or Rincon, warehouseman's, landlords, or to other third parties
               notifying such parties of the Compass Liens without the express
               written consent of the Collateral Agent. Each Credit Party agrees
               that, in the event that the Collateral Agent (pursuant to the
               exercise of remedies or in its administration as Collateral
               Agent) wishes to release from its Liens any collateral or part
               thereof which is subject to Compass Liens, the Credit Parties
               shall provide to the Collateral Agent, forthwith upon its
               request, releases of such collateral or part thereof from the
               Compass Liens. In the event that any Credit Party shall be in
               receipt of any proceeds from the Compass Liens, it shall hold
               such proceeds in trust for the Additional Senior Subordinated
               Purchasers and the Collateral Agent and shall immediately deliver
               such proceeds to the Collateral Agent.

               (f) Amendments to Exhibits and Schedules.
                   -------------------------------------

                    (1) Schedule A (Purchasers and Allocations of Securities) to
the Securities Purchase Agreement is hereby deleted and replaced by the
corresponding Schedule A to this Amendment.

                                       10

<PAGE>


                    (2) The Exhibits to the Securities Purchase Agreement are
hereby amended by inserting (i) an additional Exhibit A-3 (Form of Additional
Senior Subordinated Note), immediately before Exhibit B, in the form of Exhibit
A-3 to this Amendment, (ii) an additional Exhibit C-2 (Form of Rincon/Windsor
Guaranty), immediately before Exhibit D, in the form of Exhibit C-2 to this
Amendment and (iii) an additional Exhibit E (Form of Rincon Pledge Agreement),
immediately after Exhibit D, in the form of Exhibit E to this Agreement.

                    (3) Annex A (Interest Rates) to the Securities Purchase
Agreement is hereby deleted and replaced by the corresponding Annex A to this
Amendment.

     Section 3.        FEES.
                       -----

          Greka hereby agrees to pay to the Collateral Agent, on the Amendment
Effective Date, a closing fee equal to $375,000.

     Section 4.        CONDITIONS PRECEDENT TO EFFECTIVENESS.
                       --------------------------------------

          (a) Amendment Effective Date. This Amendment shall become effective as
of the date hereof on the date on which the following conditions precedent have
been satisfied (the "Amendment Effective Date"):

                    (1) The Collateral Agent shall have received on or before
the Amendment Effective Date all of the following, all of which shall be in form
and substance satisfactory to the Collateral Agent, in sufficient originally
executed copies for each of the Purchasers:

                    (i)      this Amendment executed by the Credit
                             Parties and Purchasers constituting the
                             Required Holders;

                    (ii)     the Additional Senior Subordinated Notes
                             and the Additional Warrants executed by
                             Greka;

                    (iii)    an Acknowledgment, substantially in the
                             form of Exhibit A attached hereto and
                             executed by each Guarantor;

                    (iv)     an amendment to the Pledge Agreement
                             providing for a pledge by Greka in favor
                             of the Collateral Agent of all the
                             outstanding stock of Windsor, together
                             with all stock certificates and executed
                             blank stock powers with respect thereto;

                    (v)      all approvals, licenses, consents and
                             authorizations required in connection
                             with this Amendment and the Windsor
                             Acquisition;

                    (vi)     amendments to each of the existing
                             Mortgages and a fully signed "date-down"
                             endorsement (dated as of the Amendment

                                       11

<PAGE>


                             Effective Date), issued by the Lawyers
                             Title Insurance Corporation with respect
                             to Policy Number 3020306A showing no new
                             Liens encumbering the insured property
                             since the issuance of such policy;

                    (vii)    the Rincon/Windsor Guaranty, the Rincon
                             Pledge and the Rincon Mortgage each
                             respectively executed by Windsor, Greka
                             CA and Rincon in favor of the Collateral
                             Agent;

                    (viii)   certified complete, accurate and up to
                             date copies of the Windsor Acquisition
                             Documents, the Compass Loan Documents
                             and the Windsor Note;

                    (ix)     (a) with respect to Greka, Windsor,
                             Greka CA and Rincon: certified board
                             resolutions authorizing the
                             transactions, and execution and delivery
                             of all documents, contemplated hereby
                             and by the Windsor Acquistion Documents,
                             and (y) with respect to Windsor, Greka
                             CA and Rincon: Good Standing
                             Certificates certified charters and
                             officer's/secretary's certificates
                             (including, where relevant, certificates
                             of no change), each substantially in the
                             form provided pursuant to the Securities
                             Purchase Agreement;

                    (x)      an updated legal opinion of Greka's
                             in-house counsel with respect to Greka,
                             Windsor, Greka CA and Rincon, addressing
                             matters substantially similar to those
                             included in her legal opinion provided
                             pursuant to the Securities Purchase
                             Agreement.

                    (xi)     an updated President's Certificate with
                             respect to all Credit Parties,
                             substantially in the form provided
                             pursuant to the Securities Purchase
                             Agreement.

                    (xii)    UCC-1 financing statements (including
                             fixture filings with respect to the
                             Rincon Mortgage) reflecting Windsor,
                             Greka CA and Rincon, respectively, as
                             the debtor in favor of Collateral Agent
                             for the benefit of the Additional Senior
                             Subordinated Purchasers;

                    (xiii)   a sources and uses statement, showing
                             the sources and application of all funds
                             on the Amendment Effective Date;

                    (xiv)    evidence that Windsor and Rincon shall
                             have no Indebtedness or Liens
                             outstanding other than (w) the Windsor
                             Notes, which shall be non-recourse to
                             Rincon, (x) the Compass Debt and Liens
                             under the Compass Loan Documents,

                                       12

<PAGE>


                             assigned to Greka, (y) Liens which are
                             Permitted Liens and (z) Indebtedness and
                             Liens arising under the Loan Documents;

                    (xv)     UCC Termination Statements and other
                             evidence that, immediately upon the
                             advance of the proceeds of the
                             Additional Senior Subordinated Notes,
                             the Vintage Note and all other
                             Indebtedness to be refinanced with such
                             proceeds shall be paid in full and all
                             Liens with respect thereto shall be
                             released.

                    (xvi)    evidence that the Windsor Acquisition
                             has completed, or will complete
                             simultaneously with the purchase of the
                             Additional Senior Subordinated Notes, in
                             accordance with the Windsor Acquisition
                             Documents (without any material
                             amendment or waiver thereto); and

                    (xvii)   the written consent of International
                             Publishing Holdings ("IPH") with respect
                             to Greka AM, Inc. and the matters set
                             forth in Section 6.1(q), as amended
                             hereby, substantially in the form
                             approved by the Collateral Agent.

                    (xviii)  such additional documentation as the
                             Collateral Agent or the Required Holders
                             may reasonably require.

                    (2) Each of the representations and warranties made by the
Credit Parties in or pursuant to the Securities Purchase Agreement, as amended
by this Amendment, and the other Loan Documents to which any Credit Party is a
party or by which any Credit Party is bound, shall be true and correct in all
material respects, and deemed made by each Credit Party, on and as of the
Amendment Effective Date (other than representations and warranties in any such
Loan Document which expressly speak as of a different date, which shall be true
and correct in all material respects as of such date).

                    (3) All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this Amendment shall be satisfactory in all respects in form and
substance to the Collateral Agent.

                    (4) No Event of Default or Default shall have occurred and
be continuing on the Amendment Effective Date.

     Section 5.        CONSENTS.
                       ---------

               (a) The Required Holders hereby consent, as of the Amendment
Effective Date, to the consummation of the Windsor Acquisition.

               (b) Greka, as holder of the Compass Debt, hereby consents to the
granting of any and all guaranties and Liens by Windsor and Rincon pursuant to
the Loan Documents.

                                       13

<PAGE>


     Section 6.        REPRESENTATIONS AND WARRANTIES.
                       -------------------------------

               Each Credit Party hereby represents and warrants to the
               Purchasers that;

               (a) as of the date hereof and after giving effect to the terms of
this Amendment, no Event of Default or Default under the Securities Purchase
Agreement shall have occurred and be continuing;

               (b) all of the representations and warranties of such Credit
Party contained in Article 5 of the Securities Purchase Agreement and in any
other Loan Document continue to be true and correct in all material respects as
of the date of execution hereof, as though made on and as of such date (other
than representations and warranties in any such Loan Document which expressly
speak as of a different date, which shall be true and correct in all material
respects as of such date);

               (c) as of the Amendment Effective Date, Windsor and Rincon have
no Indebtedness or Liens outstanding other than (w) the Windsor Notes, which are
non-recourse to Rincon, in the aggregate principal amount of $1,545,000, (x) the
Compass Debt in the aggregate principal amount of $53,965,920. and Liens under
the Compass Loan Documents, assigned to Greka, (y) Indebtedness comprising
ordinary course trade payables and Liens which are Permitted Liens and (z)
Indebtedness and Liens arising under the Loan Documents;

               (d) the financial statements previously delivered by Greka to the
Collateral Agent with respect to Windsor and Rincon have been prepared in
conformity with GAAP consistently applied throughout the periods involved and
present fairly in all material respects the financial position of Windsor and
Rincon; and

               (e) after giving effect to this Amendment, consummation of the
Windsor Acquisition will constitute a Permitted Acquisition.

     SECTION 7.        COVENANTS.
                       ----------

               Greka and each other Credit Party covenants and agrees that:

               (a) If requested by the Collateral Agent within thirty days of
the Amendment Effective Date, the Credit Parties shall use all commercially
reasonably efforts to obtain promptly such landlord and other consents in form
and substance reasonably acceptable to the Collateral Agent as may be required
by it in connection with Rincon Mortgage; and

               (b) The Credit Parties shall deliver to the Collateral Agent not
later than thirty days following the Amendment Effective Date UCC and real
estate lien reports showing that the only Liens recorded against Windsor and
Rincon are in favor of (i) the Collateral Agent, under the Loan Documents, (ii)
Greka, under the Compass Loan Documents and (iii) PAC Leasing in respect of its
equipment lease outstanding on the Amendment Effective Date.

                                       14

<PAGE>


     Section 8.        REFERENCE TO AND EFFECT ON LOAN DOCUMENTS.
                     ------------------------------------------

          (a) Upon the effectiveness of this Amendment, on and after the date
hereof, each reference in the Securities Purchase Agreement to "this Agreement",
"hereunder", "hereof" or words of like import, and each reference in the other
Loan Documents to the Securities Purchase Agreement, shall mean and be a
reference to the Securities Purchase Agreement as amended hereby.

          (b) The table of contents of the Securities Purchase Agreement shall
be updated to incorporate the changes effected by this Amendment.

          (c) Except as specifically provided herein, all of the terms of the
Securities Purchase Agreement and all other Loan Documents shall remain
unchanged and in full force and effect.

          (d) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Purchaser or the Collateral Agent under the Securities
Purchase Agreement or any of the Loan Documents, nor constitute a waiver of any
provision of the Securities Purchase Agreement or any of the Loan Documents.

          (e) This Amendment constitutes a Loan Document.

     Section 9.        FEES, COSTS AND EXPENSES.
                       -------------------------

          (a) The Credit Parties agree to pay on demand in accordance with the
terms of Section 12.2 of the Securities Purchase Agreement all costs and
expenses of the Collateral Agent in connection with the preparation,
reproduction, execution and delivery of this Amendment and all other Loan
Documents entered into in connection herewith, including the reasonable fees and
out-of-pocket expenses of counsel for the Collateral Agent with respect thereto.

     SECTION 10.       EXECUTION IN COUNTERPARTS.
                       --------------------------

          This Amendment may be executed and delivered in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original and all of
which taken together shall constitute one and the same original agreement.

     Section 11.       AFFIRMATION OF GUARANTIES AND SECURITY.
                       ---------------------------------------

          Each of the Guarantors hereby consents to the terms of this Amendment
in its capacity as a guarantor under the Securities Purchase Agreement and each
other Loan Document to which it is a party and agrees that the Obligations shall
include all those Obligations which arise from time to time pursuant to the
Additional Senior Subordinated Notes, this Amendment and each other Loan
Document and that the terms of this Amendment shall not otherwise affect in any
way its respective obligations and liabilities thereunder or under any other
Loan Document to which it is a party, all of which obligations and liabilities
shall remain in full force and effect and each of which are hereby reaffirmed.

                                       15

<PAGE>


     SECTION 12.       CONSENTS.
                       ---------

          Each Required Holder and each Additional Senior Subordinated Purchaser
hereby approves and ratifies all Loan Documents entered into by the Collateral
Agent pursuant to this Amendment and in particular agrees to be bound (to the
extent applicable to it) by the provisions of the letter agreement dated as of
the Amendment Effective Date among the Collateral Agent, IPH, Greka and Greka
AM, Inc.

     Section 13.       GOVERNING LAW.
                       --------------

          This Amendment shall be interpreted, and the rights and liabilities of
the parties determined, in accordance with the internal law of the State of New
York.

                            [SIGNATURE PAGES FOLLOW]

                                       16

<PAGE>


                                   SIGNATURES



                                            CREDIT PARTIES:

                                            GREKA ENERGY CORPORATION



                                            By:  /s/  Randeep S. Grewal
                                               -------------------------------
                                            Name:     Randeep S. Grewal
                                            Title:    President, Chief Executive
                                                      Officer and Chairman





                                            WINDSOR ENERGY US CORPORATION



                                            By:  /s/  Randeep S. Grewal
                                               -------------------------------
                                            Name:     Randeep S. Grewal
                                            Title:    President, Chief Executive
                                                      Officer and Chairman


                                            RINCON ISLAND LIMITED PARNERSHIP

                                            By: WINDSOR ENERGY US CORPORATION,
                                                its General Partner



                                            By:  /s/  Randeep S. Grewal
                                               -------------------------------
                                            Name:     Randeep S. Grewal
                                            Title:    President, Chief Executive
                                                      Officer and Chairman


                                            GREKA CA, INC.



                                            By:  /s/  Randeep S. Grewal
                                               --------------------------------
                                            Name:     Randeep S. Grewal
                                            Title:    President, Chief Executive
                                                      Officer and Chairman

                                       17

<PAGE>


                                            COLLATERAL AGENT:
                                            -----------------

                                            Guggenheim Investment Management,
                                            LLC,
                                            as Collateral Agent



                                            By:
                                               -------------------------------
                                            Name:  Todd Boehly
                                            Title: Managing Director



                                            REQUIRED HOLDERS
                                            ----------------

                                            NORTH AMERICAN COMPANY FOR
                                            LIFE AND HEALTH INSURANCE
                                            as a Required Holder



                                            By:
                                               -------------------------------
                                            Name:  Todd Boehly
                                            Title: Managing Director



                                            MIDLAND NATIONAL LIFE INSURANCE
                                            COMPANY
                                            as a Required Holder



                                            By:
                                               --------------------------------
                                            Name:  Todd Boehly
                                            Title: Managing Director

                                       18


<PAGE>


                                            ADDITIONAL SENIOR
                                            -----------------
                                            SUBORDINATED PURCHASERS:
                                            ------------------------


                                            MAGMA CDO LTD.
                                            as an Additional Senior
                                            Subordinated Purchaser



                                            By:  /s/  Todd Boehly
                                               -------------------------------
                                            Name:  Todd Boehly
                                            Title: Managing Director






                                            FORTWIRTH CDO LTD.
                                            as an Additional Senior
                                            Subordinated Purchaser



                                            By:  /s/  Todd Boehly
                                               -------------------------------
                                            Name:  Todd Boehly
                                            Title: Managing Director



                                            ADAMS STREET CBO 1998-1, LTD.
                                            as an Additional Senior
                                            Subordinated Purchaser



                                            By:  /s/  Todd Boehly
                                               -------------------------------
                                            Name:  Todd Boehly
                                            Title: Managing Director

                                       19

<PAGE>


                                                                   EXHIBIT A TO
                                                             AMENDMENT NO. 1 TO
                                                  SECURITIES PURCHASE AGREEMENT



                                 ACKNOWLEDGEMENT
                                 ---------------

          Reference is hereby made to the Guaranty and each Loan Document (each
as respectively defined in the Securities Purchase Agreement) to which each of
the undersigned is a party. Each of the undersigned hereby consents to the terms
of the foregoing Amendment No. 1 to the Securities Purchase Agreement and agrees
that the "Obligations" shall include (without limitation) all those Obligations
which arise from time to time pursuant to the Additional Senior Subordinated
Notes, and agrees that the terms thereof shall not affect in any way its
obligations and liabilities under the undersigned's Guaranty or any other Loan
Document, all of which obligations and liabilities shall remain in full force
and effect and each of which is hereby reaffirmed.

                                            GREKA INTEGRATED, INC.



                                            By:  /s/  Randeep S. Grewal
                                               -------------------------------
                                            Name:     Randeep S. Grewal
                                            Title:    President, Chief Executive
                                                      Officer and Chairman



                                            SANTA MARIA REFINING COMPANY



                                            By:  /s/  Randeep S. Grewal
                                               -------------------------------
                                            Name:     Randeep S. Grewal
                                            Title:    President, Chief Executive
                                                      Officer and Chairman



                                            GREKA REALTY, INC.



                                            By:  /s/  Randeep S. Grewal
                                               -------------------------------
                                            Name:     Randeep S. Grewal
                                            Title:    President, Chief Executive
                                                      Officer and Chairman

                                       20

<PAGE>


                                            GREKA SMV, INC.



                                            By:  /s/  Randeep S. Grewal
                                               -------------------------------
                                            Name:     Randeep S. Grewal
                                            Title:    President, Chief Executive
                                                      Officer and Chairman



                                            SABA PETROLEUM COMPANY



                                            By:  /s/  Randeep S. Grewal
                                               -------------------------------
                                            Name:     Randeep S. Grewal
                                            Title:    President, Chief Executive
                                                      Officer and Chairman



                                            SABA PETROLEUM, INC.



                                            By:  /s/  Randeep S. Grewal
                                               -------------------------------
                                            Name:     Randeep S. Grewal
                                            Title:    President, Chief Executive
                                                      Officer and Chairman

                                       21