Exhibit 10.2


                                 AMENDMENT NO. 1
                                       TO
                          SECURITIES PURCHASE AGREEMENT


         AMENDMENT NO. 1 to Securities  Purchase Agreement (this "Amendment") is
entered into as of November 28, 2000, by and between  Kaneb Pipe Line  Partners,
L.P., a Delaware limited partnership ("Buyer"), and Lancewood,  Inc., a Delaware
corporation ("Lancewood").


                                    RECITALS

         WHEREAS,  Buyer,  Lancewood,  Shore  Terminals LLC, a Delaware  limited
liability  company,  Onyx Holdings,  Inc., a Delaware  corporation,  and certain
other individuals have entered into that certain  Securities  Purchase Agreement
dated September 22, 2000 (the "Purchase Agreement");

         WHEREAS, Buyer and Lancewood desire to amend the Purchase Agreement and
have agreed on such amendment;

         WHEREAS,  Section  11.1 of the  Purchase  Agreement  permits  Buyer and
Lancewood  to amend the  Purchase  Agreement  prior to the  Closing  without the
consent (written or oral) of the Company or any other Seller or Onyx; and

         WHEREAS,  capitalized  terms used in this  Amendment  but not otherwise
defined  herein shall have the  meanings  ascribed to such terms in the Purchase
Agreement.

         NOW,  THEREFORE,  Buyer and Lancewood agree that the Purchase Agreement
is hereby amended as follows:

         1. Amendment of Section 1.2.  Section 1.2 of the Purchase  Agreement is
hereby amended in its entirety to read as follows:

                  "1.2 Closing;  Closing Date.  The closing of the  transactions
         contemplated by this Agreement (the "Closing")  shall take place at the
         offices of Fulbright & Jaworski L.L.P.,  2200 Ross Avenue,  Suite 2800,
         Dallas,  Texas 75201, at 10:00 a.m., local time, on January 3, 2001, or
         at such  other  time and place  and/or on such  other date as Buyer and
         Lancewood may agree upon in writing.  Notwithstanding the date on which
         the Closing  occurs,  the  purchase of the  Interests by Buyer shall be
         deemed for  financial  and  accounting  purposes to be  effective as of
         12:01 a.m.,  January 1, 2001 (the  "Closing  Date"),  and any profit or
         loss realized or suffered by the Company  subsequent to such time shall
         inure to the benefit or detriment of Buyer."

         2. Amendment of Section 1.3. (a) The first sentence of Section
1.3 of the  Purchase  Agreement  is hereby  amended in its  entirety  to read as
follows:

                  "The aggregate  consideration  for the Interests  shall be (x)
         $106,000,000 in cash, plus (y) 2,000,000 Limited Partnership Units (the
         "Units") of Buyer (subject to Buyer's obligation to substitute cash for
         Units allocated to certain individual Sellers as described below), plus
         (z)  $0.35  multiplied  by  the  aggregate  number  of  Units  actually
         delivered to the Sellers hereunder, in cash."

         (b) Section 1.3 of the Purchase  Agreement is further amended by adding
the following new sentence to the end of said Section 1.3:

                  "Each Seller who receives Units  hereunder  hereby agrees that
         he or it shall have no right to the first regularly scheduled quarterly
         cash  distribution  payable in 2001 with respect to the Units, and that
         Buyer may, in its sole  discretion,  fix a record date for  unitholders
         entitled to such distribution that is prior to the Closing Date."

         3.  Amendment  of  Section  7.1(d).  Section  7.1(d)  of  the  Purchase
Agreement is hereby  amended by changing the date  "December 31, 2000" set forth
therein to "January 31, 2001."

         4.  Confirmation  of the  Purchase  Agreement.  Except as to the extent
modified by this  Amendment,  the  Purchase  Agreement  is hereby  ratified  and
confirmed in all respects.


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized  representatives  as of the day and year first
above written.


                                  KANEB PIPE LINE PARTNERS, L.P.

                                  By:  Kaneb Pipe Line Company,
                                       Its General Partner

                                  By:      ______________________________
                                  Name:    E.D. Doherty
                                  Title:   Chairman and Chief Executive Officer



                                  LANCEWOOD, INC.


                                  By:      ______________________________
                                  Name:    Francis Jacobs
                                  Title:   President