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                                                                   EXHIBIT 10.30

                      FIRST AMENDMENT TO FIRST AMENDED AND

                      RESTATED LOAN AND SECURITY AGREEMENT

         This First Amendment to First Amended and Restated Loan and Security
Agreement is made as of February 22, 2001 by and among GMAC Commercial Credit
LLC ("Lender" or "GMAC"), having an office at 1290 Avenue of the Americas, New
York, New York 10104 and Greka Integrated, Inc. ("Greka"), Saba Realty, Inc.
("Saba"), and Santa Maria Refining Company ("Santa Maria"), having their
principal place of business at 3201 Air Park Drive, Suite 201, Santa Maria,
California 93455. Each of Greka, Saba and Santa Maria is individually and
collectively hereinafter referred to as the "Borrower". The liability of Greka,
Saba and Santa Maria hereunder shall be joint and several.


         WHEREAS, on November 30, 1999 Borrower entered into a First Amended and
Restated Loan and Security Agreement (the "Agreement") whereby Lender provided
to Borrower (i) a Revolving Credit Facility in the original principal amount of
$10,000,000 (the "Revolving Credit") and (ii) a Term Loan in the original
principal amount of $25,000,000 (the "Term Loan"); and


         WHEREAS, Borrower has requested that Lender (i) provide additional
financing to Borrower by increasing the principal amount of the Term Loan to
$36,000,000 and (ii) provide certain modifications to the terms of the
Agreement;


         WHEREAS, subject to the terms and conditions of this First Amendment,
Lender is willing to provide such additional financing to Borrower and to
provide such modifications to the terms of the Agreement as more particularly
set forth herein.


         NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises contained herein and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged by the parties hereto, the
parties hereto do hereby agree as follows:


1.       Amendments to Agreement. The Agreement is hereby amended in the
         following manner:

         (a)      Section 1.A of the Agreement, definition of "Contract Rate" is
                  hereby amended by inserting the following text immediately
                  after the date "December 31, 2001", "and (iii) the Alternate
                  Base Rate, plus one-quarter of one percent (.25%) as of
                  December 31, 2002".

         (b)      Section 1.A of the Agreement, definition of "Maximum Loan
                  Amount" is hereby amended by deleting the numeral
                  "$35,000,000" and by substituting the numeral "$46,000,000" in
                  its place and stead.


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         (c)      Section 1.A of the Agreement, the definition of "Term" is
                  hereby amended by deleting the date "November 30, 2003" and by
                  substituting the following text in its place and stead: "(a)
                  November 30, 2005, if the Second Advance is made by Lender to
                  Borrower" and (b) November 30, 2004, if the Second Advance is
                  not made by Lender to Borrower."

         (d)      Section 1.A of the Agreement is hereby amended by inserting
                  the following definition in alphabetical order:

                  ""Letter of Credit Availability" means the amount of Revolving
                  Credit Advances against Eligible Inventory of Santa Maria
                  purchased under commercial Letters of Credit Lender may from
                  time to time during the Term make available to Borrower, up to
                  65% ("Letter of Credit Advance Rate") of the value of such
                  Eligible Inventory (calculated on the basis of the lower of
                  cost or market, on a first in first out basis). The face
                  amount of all Letters of Credit shall not exceed $4,000,000 in
                  the aggregate at any time outstanding."

         (e)      Section 1.A of the Agreement is hereby amended by inserting
                  the following definition in alphabetical order:

                  ""Letter of Credit Advance Rate" shall have the meaning set
                  forth in the definition of "Letter of Credit Availability."

         (f)      Section 1.A of the Agreement is hereby amended by inserting
                  the following definition in alphabetical order:

                  ""Letter of Credit" shall mean commercial letters of credit or
                  standby letters of credit issued or caused to be issued by
                  Lender for the account of Santa Maria for the benefit of Santa
                  Maria's suppliers for the purchase by Santa Maria of Eligible
                  Inventory."

         (g)      Section 2(d) of the Agreement is hereby amended by deleting
                  the text of said section in its entirety and by substituting
                  the following in its place and stead:

                  "Subject to the terms and conditions set forth herein and in
                  the Ancillary Agreements, Lender may, in its sole discretion,
                  make revolving credit advances (the "Revolving Credit
                  Advances") to Borrower from time to time during the Term
                  which, in the aggregate at any time outstanding, will not
                  exceed the lesser of (x) the Maximum Revolving Amount or (y)
                  an amount equal to the sum of:

                  (i)      Receivables Availability, plus


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                  (ii)     Inventory Availability, plus

                  (iii)    Letter of Credit Availability, minus

                  (iv)     The face amount available to be drawn under all
                           outstanding Letters of Credit, minus

                  (v)      such reserves as Lender may in its sole and absolute
                           discretion deem proper and necessary from time to
                           time.

         The sum of 2(d)(i) plus (ii) plus (iii) minus (iv) minus (v) shall be
referred to as the "Formula Amount". In this regard, Borrower agrees that it
shall submit a Borrowing Base Certificate to Lender, in form and substance and
with such frequency, as more fully described in Section 9 below, to include such
calculations, in each instance that Lender may deem necessary or desirable in
order to verify whether Borrower is in compliance with the preceding limitations
pertaining to Revolving Credit Advances."

         (h)      Section 2(k) of the Agreement is hereby amended by deleting
                  the existing text of said section in its entirety and by
                  substituting the following text in its place and stead:

                  "(k) Subject to the terms and conditions set forth herein and
                  in the Ancillary Agreements, and provided no Incipient Event
                  of Default or Event of Default shall have occurred, Lender
                  shall make a term loan to Borrower in the amount of up to
                  $36,000,000 (the "Term Loan"). The Term Loan will consist of
                  two (2) advances. The first advance (the "First Advance") will
                  consist of (i) $13,300,000 in presently existing indebtedness
                  which was previously advanced by Lender to Borrower (ii) a new
                  advance in the amount of $4,000,000 to be used to reduce the
                  aggregate outstanding Revolving Credit Advances in order to
                  create availability for the issuance of Letters of Credit or
                  the cash purchase of oil Inventory and (iii) a new advance in
                  the amount of up to $5,700,000 for certain capital
                  expenditures as set forth herein. The second advance (the
                  "Second Advance") will consist of up to $13,000,000 for the
                  purchase of certain oil and gas properties (the "Properties").
                  Advances under the Term Loan shall be made as follows:

                           1. First Advance. Contemporaneously with the
                  execution of a certain First Amendment to First Amended and
                  Restated Loan and Security Agreement (the "First Amendment")
                  and upon satisfaction of all of the terms and conditions
                  contained in Section 2 therein and in this Agreement and the
                  Ancillary Agreements, Lender will advance to


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                  Borrower the amount of $4,000,000. Advances for capital
                  expenditures shall be subject to the provisions of Section
                  2(k)3 hereof.

                           2. Second Advance. At any time following the date
                  hereof through and including April 30, 2001, Borrower may
                  request the Second Advance solely for the purchase of the
                  Properties. The Second Advance shall be subject to the
                  satisfaction of such conditions precedent as Lender shall
                  require, including, without limitation, all of the following:

                              (A) Borrower shall have provided to Lender such
                              approvals, environmental audits, consents or
                              documents as Lender may reasonably request; and

                              (B) Borrower shall have provided to Lender an
                              opinion of counsel from a law firm reasonably
                              acceptable to Lender regarding such matters as
                              Lender may request, including, without limitation,
                              due authorization, execution and delivery,
                              validity and enforceability of documents, no
                              defaults, etc.

                              (C) Borrower shall have submitted to Lender a copy
                              of all acquisition documents relating to the
                              purchase of the Properties, the terms and
                              conditions of which acquisition documents must be
                              satisfactory to Lender in its sole and absolute
                              discretion with respect to the payment terms and
                              with respect to title to the Properties and
                              reasonably satisfactory to Lender in all other
                              respects; and

                              (D) Borrower shall have executed and delivered to
                              Lender such documents and instruments as Lender
                              deems necessary in form and substance acceptable
                              to Lender to grant, assign, convey and/or pledge
                              to Lender a first priority security interest in
                              the assets to be purchased with the Second Advance
                              free and clear of all liens and encumbrances of
                              any kind which are not consented to by the Lender
                              and Borrower shall have provided to Lender title
                              insurance policies and/or Attorney's Certificate
                              of Title (as requested by Lender) for the
                              Properties issued by a law firm acceptable to
                              Lender opining to and/or insuring in amounts
                              acceptable to Lender


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                              (i) the first priority of Lender's liens and /or
                              security interests therein, and (ii) that Lender's
                              interests are subject to no liens, claims,
                              encumbrances, or restrictions of any kind unless
                              consented to by Lender; and

                              (E) Borrower shall have provided to Lender
                              evidence receipt of additional funds, from sources
                              acceptable to Lender in its sole and absolute
                              discretion, necessary to complete the acquisition
                              of the Properties together with fully-executed
                              subordination agreements in form and substance
                              acceptable to Lender with respect to any funds
                              loaned to Borrower in connection with such
                              acquisition; and

                              (F) all representations and warranties contained
                              in the First Amendment and herein shall be true
                              and correct on and as of the date of funding of
                              the Second Advance as though made on and as of
                              such date; and

                              (G) no Incipient Event of Default or Event of
                              Default shall have occurred and/or be continuing.

                              (H) the manner and timing of funding the Second
                              Advance shall be acceptable to Lender in all
                              respects in its sole and absolute discretion.

                              (I) Borrower must have submitted to Lender the
                              completed Form of Request for Term Loan Advance
                              attached hereto as Schedule 2(k).

         In the event that (i) Borrower shall have failed to deliver to Lender a
binding fully executed purchase agreement for the Properties on or before March
15, 2001 or (ii) Borrower shall have delivered to Lender Borrower's irrevocable
written notice that negotiations to purchase the Properties have terminated or
(iii) Lender shall not have provided the Second Advance to Borrower on or before
April 30, 2001, then Lender shall be under no further obligation to provide the
Second Advance.

                           3. Capital Expenditure Advances. Lender shall,
         provided no Event of Default or Incipient Event of Default shall have
         occurred hereunder, provide advances to Borrower in the amount of up to
         $5,700,000 for the purchase of certain fixed assets acceptable to
         Lender (the "Capital Expenditure


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         Advances"). The Capital Expenditure Advances will be used by Borrower
         solely for the purchase of fixed assets acceptable to Lender. Prior to
         each Capital Expenditure Advance, Borrower will deliver to Lender a
         detailed budget and description of the particular capital expenditure,
         which expenditure shall be subject to prior approval by Lender.
         Provided no Event of Default or Incipient Event of Default shall have
         occurred hereunder, the capital expenditures described on Schedule
         2(k)3 annexed hereto for the second (2nd), third (3rd) and fourth (4th)
         fiscal quarters of 2001 have been approved by Lender and so long as no
         Event of Default or Incipient Event of Default shall have occurred
         hereunder, the applicable amount shall be credited to Borrower's
         account with Lender on the first business day of the months of May,
         July and October, 2001. Capital Expenditure Advances will be limited to
         $2,000,000 per fiscal quarter of Borrower. No Capital Expenditure
         Advances shall be made by Lender to Borrower prior to May 1, 2001."

         (i)      Section 2(l) of the Agreement is hereby amended by deleting
                  the existing text of said section in its entirety and by
                  substituting the following in its place and stead:

                  "(l) In the event that the Second Advance is made by Lender to
                  Borrower, the Term Loan shall be payable in monthly payments
                  of principal, each in the amount of $1,000,000 on the first
                  day of each of the months of April, May, June, July, August,
                  September, October and November, commencing on April 1, 2001
                  and continuing through and including November 1, 2001.
                  Commencing on April 1, 2002 and on the same day of each of the
                  months of April, May, June, July, August, September , October
                  and November of such year and each year thereafter through the
                  end of the term, the Term Loan shall be payable in monthly
                  payments of principal, each in the amount of $875,000.00.

                           In the event that the Second Advance is not made by
                  Lender to Borrower, the Term Loan shall be paid in monthly
                  payments of principal, each in the amount of $625,000 on the
                  first day of each of the months of April, May, June, July,
                  August, September, October and November, commencing on April
                  1, 2001 and continuing through and including November 1, 2001.
                  Commencing on April 1, 2002 and on the same day of each of the
                  months of April, May, June, July, August, September, October
                  and November of such year and each year thereafter through the
                  end of the term, the Term Loan shall be payable in monthly
                  payments of principal, each in the amount of $750,000.


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                           Borrower shall make payments of interest on the
                  outstanding balance of the Term Loan at the rate(s) set forth
                  herein on the first day of each and every month hereafter. In
                  the event that the Second Advance is made by Lender to
                  Borrower, all remaining principal and accrued interest
                  outstanding under the Term Loan shall be due and payable in
                  full in October 1, 2005. In the event that the Second Advance
                  is not made by Lender to Borrower, all remaining principal and
                  accrued interest outstanding under the Term Loan shall be due
                  and payable in full on October 1, 2004. The Term Loan shall be
                  subject to acceleration upon the occurrence of an Event of
                  Default hereunder or termination of the Agreement and shall
                  otherwise be evidenced by and subject to the terms and
                  conditions set forth in the secured promissory note in
                  substantially the form of the note attached hereto as Schedule
                  2(l) ("Term Loan Note")."

         (j)      Section 11 of the Agreement is hereby amended by inserting the
                  following words immediately after the parenthetical in the
                  fourth (4th) line of the last paragraph of said section: "and
                  for the immediately succeeding four (4) fiscal years
                  thereafter". Notwithstanding the foregoing, prior to the
                  Second Advance and as a condition precedent to any obligation
                  of Lender to provide the Second Advance, Borrower shall be
                  required to deliver to Lender the remaining projections
                  covering the initial five (5) full years.

         (k)      Section 12(o) of the Agreement is hereby amended by deleting
                  the words and numerals "$3,000,000 in the aggregate during
                  Borrower's 2000 fiscal year " from the second (2nd) line of
                  said section and by substituting the words and numerals
                  "$6,000,000 in the aggregate during Borrower's 2001 fiscal
                  year, excluding any amounts distributed by Greka Energy
                  Corporation to Borrower for additional capital expenditures"
                  in its place and stead.

         (l)      Section 12 (aa) of the Agreement is hereby amended by
                  inserting the following text immediately after the word
                  "business" in the last line of said Section: "but only to the
                  extent that Borrower shall have availability of at least
                  $500,000 under the Formula Amount after giving effect to each
                  such distribution."

         (m)      Section 12(cc)(8) is hereby amended by deleting the words
                  "Deed of Trust" from the second to last line of said section
                  and by substituting the words "Agreement or Ancillary
                  Agreements" in their place and stead.

         (n)      Section 17 of the Agreement is hereby amended by deleting the
                  last sentence of said section and by substituting the
                  following text in its place and stead:

                  "For purposes hereof, Required Percentage shall mean (I) in
                  the event that the Second Advance is made by Lender to
                  Borrower on


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                  or before April 30, 2001 (a) 3% from the Closing Date through
                  November 29, 2001, (b) 2% from November 30, 2001 through
                  November 29, 2002 and (c) 1% from November 30, 2002 through
                  November 29, 2005 and during any year of any Renewal Term and
                  (II) in the event that the Second Advance is not made by
                  Lender to Borrower on or before April 30, 2001, (a) 2% from
                  the Closing Date through November 29, 2001, (b) 1% from
                  November 30, 2001 through November 29, 2004 and during any
                  year of any Renewal Term. Notwithstanding the foregoing, in
                  the event that Lender shall notify Borrower of the existence
                  of an Event of Default solely as a result of the existence of
                  the circumstances set forth in Section 18(r) and provided no
                  other Event of Default shall have occurred hereunder, then
                  Borrower may terminate this Agreement without payment of a
                  termination fee provided all Obligations are paid in full on
                  or before the date which is 90 days following the date of such
                  default notice from Lender to Borrower."

         (o)      Section 18 of the Agreement is hereby amended by inserting a
                  new subsection "r" immediately after existing subsection "q"
                  as follows:

                           "(r) the market price of Santa Maria Valley crude oil
                            shall at any time be less than $12.00 per barrel."

         (p)      All references in the Agreement to "First Term Loan Advance",
                  "Second Term Loan Advance" and "Third Term Loan Advance" are
                  hereby deleted.

         (q)      Section 5 (a)(i) of the Agreement is hereby amended by adding
                  the following sentence to the end of said section; "Without
                  limiting the foregoing, in the event that any instrument or
                  document submitted by Borrower to Lender in connection with
                  Collateral reporting requirements hereunder shall contain any
                  misrepresentation or misleading, false or incorrect statement
                  or information and Revolving Credit Advances in excess of the
                  Formula Amount shall result therefrom which are not paid in
                  full within five (5) business days following the date of
                  creation of such overadvance, then the average daily balance
                  of all Obligations shall bear interest at the Default Rate for
                  a period of ninety (90) days following the date of creation of
                  such overadvance.

2.       Effectiveness. This First Amendment and the transactions described
         herein shall become effective on the date on which all of the following
         conditions have been satisfied.

         (a)      Lender shall have received, reviewed, approved and, where
                  appropriate, recorded all necessary instruments, documents,
                  certificates and opinions as Lender shall request, in its sole
                  discretion.


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         (b)      Lender shall have reviewed and approved current UCC and lien
                  searches and certificates of good standing of Borrower.

         (c)      Lender shall have received all necessary consents, approvals
                  and resolutions authorizing the transactions described herein
                  by all of the parties constituting Borrower.

         (d)      Borrower shall have executed and delivered to Lender this
                  First Amendment and all instruments and documents related
                  thereto.

         (e)      Each of the representations and warranties made by Borrower in
                  the Agreement and the Ancillary Agreements shall be true and
                  correct in all material respects on and as of the date hereof
                  as if made on and as of such date.

         (f)      Borrower shall have availability of at least $500,000 under
                  the Formula Amount immediately prior to the funding of the
                  First Advance; and

         (g)      Lender shall have executed this Agreement.


3.       Closing Fee. Contemporaneously with the funding of the First Advance,
         Borrower shall pay to Lender the amount of $200,000 as a closing fee
         for the First Advance. This fee shall be deemed to be fully earned on
         such date and may be paid by a charge to Borrower's account with
         Lender. In the event that Lender provides the Second Advance to
         Borrower, Borrower shall pay to Lender the amount of $200,000 as a
         closing fee for the Second Advance, payable on the date the Second
         Advance is made. Such fee shall be deemed to be fully earned on such
         date and may be paid by a charge to Borrower's account with Lender.

4.       Ratification Except as heretofore and hereby amended, the Agreement
         shall remain in full force and effect in accordance with its terms and
         the same is hereby ratified and confirmed by Borrower as being its
         valid and binding agreement, enforceable in accordance with its terms,
         as amended hereby.

5.       Governing Law and Waiver of Jury Trial. THIS AGREEMENT SHALL BE
         GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
         THE STATE OF NEW YORK. LENDER SHALL HAVE THE RIGHTS AND REMEDIES OF
         SECURED PARTY UNDER APPLICABLE LAW INCLUDING, BUT NOT LIMITED TO, THE
         UNIFORM COMMERCIAL CODE OF NEW YORK. BORROWER AGREES THAT ALL ACTIONS
         AND PROCEEDINGS RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR
         ANY ANCILLARY AGREEMENT OR ANY OTHER OBLIGATIONS SHALL BE LITIGATED IN
         THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
         OR, AT LENDER'S OPTION, IN ANY OTHER COURTS LOCATED IN NEW YORK STATE
         OR ELSEWHERE AS LENDER MAY SELECT AND THAT SUCH COURTS ARE CONVENIENT
         FORUMS AND BORROWER


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         SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS. BORROWER WAIVES
         PERSONAL SERVICE OF PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON
         BORROWER MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
         REQUESTED, DIRECTED TO BORROWER AT BORROWER'S ADDRESS IN CALIFORNIA AND
         NEW YORK APPEARING ON LENDER'S RECORDS, AND SERVICE SO MADE SHALL BE
         DEEMED COMPLETED UPON RECEIPT VIA NATIONALLY RECOGNIZED OVERNIGHT
         COURIER SERVICE THE SECOND BUSINESS DAY FOLLOWING DEPOSIT WITH SUCH
         COURIER SERVICE BOTH PARTIES HERETO WAIVE THE RIGHT TO ATRIAL BY JURY
         IN ANY ACTION OR PROCEEDING BETWEEN BORROWER AND LENDER, AND BORROWER
         WAIVES THE RIGHT TO ASSERT IN ANY ACTION OR PROCEEDING INSTITUTED BY
         LENDER WITH REGARD TO THIS AGREEMENT OR ANY OF THE OBLIGATIONS ANY
         OFFSETS OR COUNTERCLAIMS (OTHER THAN COMPULSORY COUNTERCLAIMS) WHICH IT
         MAY HAVE.

6.       Modification. Neither this First Amendment, nor any portion or
         provisions thereof may be charged, modified, amended, waived,
         supplemented, discharged, cancelled or terminated orally or by any
         course of dealing, or in any manner other than by an agreement in
         writing, signed by the parties hereto and thereto.

7.       Captions. All captions are and shall be without substantive meaning or
         content of any kind whatsoever.

8.       Counterparts. This First Amendment may be executed in one or more
         counterparts, each of which taken together shall constitute one and the
         same instrument.

9.       Construction. The parties acknowledge that each party and its counsel
         have reviewed this First Amendment and that the normal rule of
         construction to the effect that any ambiguities are to be resolved
         against the drafting party shall not be employed in the interpretation
         of this First Amendment or any amendments, schedules of exhibits
         thereto.

         IN WITNESS WHEREOF, this First Amendment has been duly executed as of
the day and year first above written.


ATTEST:                                    GREKA INTEGRATED, INC.


 /s/ Susan M. Whalen                       By: /s/ Randeep S. Grewal
-----------------------------------           ----------------------------------
SECRETARY                                     Randeep S. Grewal
                                              Title: Chairman, CEO & Pres.



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ATTEST:                                    SABA REALTY, INC.

 /s/ Susan M. Whalen                       By: /s/ Randeep S. Grewal
-----------------------------------           ----------------------------------
SECRETARY                                     Randeep S. Grewal
                                           Title: Chairman, CEO & Pres.



ATTEST:                                    SANTA MARIA REFINING COMPANY


 /s/ Susan M. Whalen                       By:  /s/ Randeep S. Grewal
-----------------------------------           ----------------------------------
SECRETARY                                     Randeep S. Grewal
                                           Title: Chairman, CEO & Pres.



                                           GMAC COMMERCIAL CREDIT LLC


                                           By: /s/ Frank Imperato
                                              ----------------------------------
                                           Title: Senior Vice President


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