AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

         This Amended and Restated  Executive  Employment  Agreement is made and
entered  into  this 3rd day of  November,  1999  (the  "Effective  Date") by and
between  GREKA Energy  Corporation,  a Colorado  corporation  ("Employer"),  and
Randeep S. Grewal ("Executive").

                                    RECITALS

         A.  Employer  and  Executive   initially   entered  into  an  Executive
Employment  Agreement dated September 9, 1997, as amended by the First Amendment
to Employment Agreement dated October 14, 1998 (the "Agreement").

         B. The Board of Directors of Employer (the "Board") has determined that
it is in the best  interests  of  Employer  and its  shareholders  to amend  and
restate the terms of the  Agreement  and to ensure that  Employer  will have the
continued dedication of the Executive,  notwithstanding the possibility,  threat
or occurrence of a Change of Control (as hereinafter  defined) of Employer.  The
Board  believes it is imperative to diminish the  inevitable  distraction of the
Executive by virtue of the personal uncertainties and risks created by a pending
or threatened  Change of Control and to encourage the Executive's  attention and
dedication to Employer  currently and in the event of any  threatened or pending
Change of Control, and to provide the Executive with a compensation and benefits
arrangements  upon a Change of Control  which ensure that the  compensation  and
benefits  expectations  of  the  Executive  will  be  satisfied  and  which  are
competitive with those of other corporations.

         C. In  order  to  accomplish  these  objectives,  Employer  desires  to
continue the  employment  of  Executive  and  Executive  desires to continue his
employment  with  Employer,  all upon and subject to the terms and conditions of
the Amended and Restated Agreement set forth herein.

         NOW,   THEREFORE,   in  consideration  of  the  Executive's   continued
employment with Employer and the mutual  agreements  hereinafter set forth,  the
parties, intending to be legally bound, agree as follows:

         1.  Employment.  Employer hereby agrees to continue to employ Executive
and  Executive  hereby  accepts  such  employment,  subject  to  the  terms  and
conditions of this Agreement. Executive shall serve in the capacity of Chairman,
Chief Executive Officer and President of Employer  reporting solely to the Board
and shall perform such  functions as the Board shall  reasonably  determine from
time to time,  provided however that Executive's duties shall be consistent with
the foregoing capacity and with the training, talent and ability of Executive.

         2.  Time  Dedicated.  Executive  shall  devote  the time and  attention
reasonable  to run a drilling  company and shall at all times perform all of his
obligations hereunder to the best of his ability, experience and talent.

         3.  Term and Termination.  The term of this Agreement shall commence on
the  Effective  Date and shall  continue  uninterrupted  through  and  including



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December 31, 2004. The Agreement  thereafter will be  automatically  renewed for
additional three year periods,  unless  terminated sooner by operation of one of
the other provisions of this Agreement. The Executive's employment hereunder may
be terminated as follows:

         (a) Death.  In the event the Executive  dies prior to the expiration of
this  Agreement,  the Employer shall pay to the  beneficiary of the Executive an
amount equal to the Executive's total  compensation for 270 days (the "Severance
Period"),  such  amount  payable  in a lump  sum to the  designated  beneficiary
hereunder within sixty (60) days of the Executive's  Death. In addition,  at the
option of the  Executive's  Estate,  the  Employer  shall  either (i) pay to the
Executive's  Estate,  in a lump sum within 60 days of the end of the  Employer's
then-current  fiscal  year,  an amount (to the extent  such amount is a positive
number)  equal to the value of all Employer  stock and stock options held by the
Executive as of the date of his death,  or (ii)  distribute  to the  Executive's
Estate,  within 60 days of the Executive's  death,  all Employer stock and stock
options  held by the  Executive as of the date of his death,  all in  accordance
with the terms of any benefits to which the  Executive  would be entitled in any
plan in which he is a participant.

         (b)  Disability.   In  the  event  that  the  Executive  in  unable  to
substantially perform his duties hereunder for a period of six months during any
continuous  period of 12 months due to physical or mental illness or disability,
whether or not connected to his  employment  hereunder,  the Employer shall have
the  right,  by  written  notice to the  Executive,  to place the  Executive  on
disability  status  ("Disability  Effective  Date.") In such event, the Employer
shall  pay to the  Executive  (or to his  Estate if the  Executive  is no longer
alive)  his Salary and Bonus and  furnish  to the  Executive  and his family all
Executive  Benefits during the term of the Agreement.  The  determination of the
Executive's  disability  shall  be  made  by the  Executive's  regular  treating
physician.

         (c) Cause.  The  Employer  may  terminate  the  Executive's  employment
for"Cause". For purposes of this Agreement, "Cause" shall mean only:

         (i)      an act or acts of personal  dishonesty  taken by the Executive
                  and intended to result in substantial  personal  enrichment of
                  the Executive at the expense of the Employer;

         (ii)     repeated  failure  to  perform  the  duties  assigned  to  the
                  Executive   under  Section  1  of  this  Agreement  which  are
                  demonstrably  willful and deliberate on the  Executive's  part
                  and  which are not  remedied  in a  reasonable  period of time
                  after receipt of written notice from the Employer; or

         (iii)    the  conviction of the Executive of a felony  involving  moral
                  turpitude which results in a detriment to the Employer,  harms
                  the Employee's reputation, or otherwise reflects poorly on the
                  Employer.

         (d) Good Reason.  The  Executive's  employment may be terminated by the
Executive for Good Reason.  For purposes of this Agreement,  "Good  Reason"means
any of the following:

          (i) the assignment to the Executive of any duties  inconsistent in any
respect with the Executive's  position  (including status,  offices,  titles and
reporting requirements), authority, duties or  responsibilities  as contemplated


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by this  Agreement,  or any other  action by the  Employer  which  results  in a
diminution in such position,  authority,  duties or responsibilities,  excluding
for this purpose an isolated,  insubstantial and inadvertent action not taken in
bad faith and which is remedied by the Employer promptly after receipt of notice
thereof given by the Executive;

         (ii) any failure by the  Employer to comply with any of the  provisions
of Sections 7, 8 and 9 of this Agreement, other than an isolated,  insubstantial
and inadvertent  failure not occurring in bad faith and which is remedied by the
Employer promptly after receipt of notice thereof given by the Executive;

          (iii) Employer's  requirement of the Executive that he be based at any
office or location other than New York, New York,  except for travel  reasonably
required in the performance of the Executive's responsibilities;

          (iv) any  purported  termination  by the  Employer of the  Executive's
employment otherwise than as expressly permitted by this Agreement; or

           (v) any failure by the  Employer or any  successor to comply with and
satisfy the successor obligations of this Agreement.

For purposes of this section, any good faith determination of "Good Reason" made
by the Executive shall be conclusive.

         (e) Notice of Termination. Any termination by the Employer for Cause or
by the Executive for Good Reason shall be  communicated by Notice of Termination
to the other party hereto given in accordance with this Agreement.  For purposes
of this Agreement,  a "Notice of  Termination"  means a written notice which (i)
indicates the specific termination provision in this Agreement relied upon, (ii)
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for  termination  of the  Executive's  employment  under the  provision so
indicated,  and (iii) specifies the effective date of the termination(which date
shall be not more than 15 days  after the giving of such  notice)  (the "Date of
Termination").  The  failure  by the  Executive  to set  forth in the  Notice of
Termination  any fact or  circumstance  which  contributes  to a showing of Good
Reason  shall not waive any right of the  Executive  hereunder  or preclude  the
Executive  from  asserting  such fact or  circumstance  in enforcing  his rights
hereunder.

         4. Obligations of the Employer upon Termination.

         (a) Death. If the Executive's employment is terminated by reason of the
Executive's death, this Agreement shall not terminate without fulfillment of the
obligations  to the  Executive's  legal  representatives  under this  Agreement,
including  those  obligations  that  would  have been  accrued  or earned by the
Executive hereunder  through the  date  of the Severance Period,  including  any


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compensation  previously  deferred by the Executive  (together  with any accrued
interest  thereon) and not yet paid by the Employer and any accrued vacation pay
not yet paid by the  Employer  and any other  amounts  or  benefits  owing to or
accrued or vested for the  account of the  Executive  under the then  applicable
employee benefit plans or policies of the Employer (such amounts are hereinafter
referred to as "Accrued  Obligations").  All such Accrued  Obligations  shall be
paid to the  Executive  in a lump sum in  immediately  available  federal  funds
within thirty (30) days of the Date of  Termination.  Anything in this Agreement
to the contrary  notwithstanding,  the  Executive's  family shall be entitled to
receive benefits at least equal to the most favorable  benefits  provided by the
Employer to surviving  families of executives of the Employer  under such plans,
programs and policies  relating to family death benefits,  if any, in accordance
with  the most  favorable  policies  of the  Employer  in  effect,  or,  if more
favorable to the Executive  and/or the Executive's  family,  as if effect on the
date of the  Executive's  death with respect to other key  executives  and their
families.

         (b) Disability.  If the Executive's  employment is terminated by reason
of the Executive's  Disability,  this Agreement shall terminate  without further
obligations  to the  Executive,  other than those Salary and Bonus and Executive
Benefit  obligations  accrued or to be earned by the Executive hereunder through
the  term  of  the  Agreement.  Anything  in  this  Agreement  to  the  contrary
notwithstanding,  the Executive shall be entitled after the Disability Effective
Date to  receive  disability  and  other  benefits  at  least  equal to the most
favorable of those provided by the Employer to disabled  employees  and/or other
families  accordance  with  such  plans,   programs  and  policies  relating  to
disability,  if any,  in  accordance  with the most  favorable  policies  of the
Employer  in effect at any time  during the ninety  (90) day period  immediately
preceding the  Disability  Effective Date or, if more favorable to the Executive
and/or the Executive's  family, as in effect at anytime  thereafter with respect
to other key executives and their families.

         (c) Cause;  Other than for Good Reason.  If the Executive's  employment
shall be terminated for Cause,  this Agreement shall  terminate  without further
obligations  to the Executive  other than the obligation to pay to the Executive
the Highest Base Salary through the Date of  Termination  plus the amount of any
compensation  previously  deferred  by  the  Executive  (together  with  accrued
interest thereon).  If the Executive  terminates  employment other than for Good
Reason,  this  Agreement  shall  terminate  without  further  obligations to the
Executive,  other than  those  obligations  accrued  or earned by the  Executive
through  the Date of  Termination,  including  for  this  purpose,  all  Accrued
Obligations.  Executive  shall  receive any vested or accrued  compensation  and
benefits  under  this or any other  agreement  notwithstanding  the  reason  for
termination of employment.

         (d) Good  Reason;  Other  than for Cause or  Disability  of Death.  If,
during the  Employment  Period,  the Employer  shall  terminate the  Executive's
employment  other than for Cause,  Disability,  or Death or the Executive  shall
terminate  his  employment  for  Good  Reason,  the  Employer  shall  pay to the
executive in a lump sum in  immediately  available  federal  funds within thirty
(30)  days,  or as soon as  practicable  where the value of the  benefit  is not
readily  ascertainable,  after  the Date of  Termination  the  aggregate  of the
following amounts:

         (i)      to the extent not theretofore paid, the Executive's Salary and
                  Bonus through the date of the Date of Termination;





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         (ii)     the  Executive's  Salary and Bonus for the balance of the term
                  of this Agreement at the rate set forth in the Agreement;

         (iii)    the Annual Bonus paid to the  Executive for the balance of the
                  term of the Agreement;

         (iv)     in  the  case  of  compensation  previously  deferred  by  the
                  Executive,  all amounts previously deferred (together with any
                  accrued interest thereon) and not yet paid by the Employer;

         (v)      all other amounts accrued and earned by the Executive  through
                  the term of the  Agreement and amounts  otherwise  owing under
                  the then existing plans and policies at the Employer; and

         (vi)     at the option of the  Executive  or his legal  representative,
                  the  Employer  shall  either (A) pay to the  Executive  or his
                  legal representative, in a lump sum within 30 days of the Date
                  of  Termination,  an amount  (to the extent  such  amount is a
                  positive  number) equal to the value of all Employer stock and
                  stock  options  held  by  the  Executive  as of  the  Date  of
                  Termination,  or (B)  distribute to the Executive or his legal
                  representative, within 30 days of the Date of Termination, all
                  Employer  stock and stock  options held by the Executive as of
                  the Date of Termination.

 Further, for the remainder of the term of the Agreement,  or such longer period
as any  plan,  program  or policy  may  provide,  the  Employer  shall  continue
Executive Benefits to the Executive and the Executive's family at least equal to
those  which  would have been  provided  to them in  accordance  with the plans,
programs  and  policies  described  in  this  Agreement  as if  the  Executive's
employment  had  not  been  terminated,  including  health  insurance  and  life
insurance,  or, if more  favorable,  in accordance  with the plans,  programs or
policies of the Employer in effect at any time  thereafter with respect to other
key  executives  and their  families;  for purposes of  eligibility  for retiree
benefits pursuant to such plans,  programs and policies,  the Executive shall be
considered to have remained  employed until the end of the term of the Agreement
and to have retired on the last day of such period.

         5.  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent
or limit the  Executive's  continuing  or future  participation  in any benefit,
bonus, incentive or other plan or program provided by the Employer and for which
the Executive may qualify,  nor shall anything herein limit or otherwise  affect
such rights as the Executive may have under any stock option or other agreements
with the Employer or any of its affiliated  companies.  Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
program or agreement of the Employer (including company stock and stock options)
at or subsequent to the Date of Termination  shall be payable in accordance with
such plan, program or agreement.

         6. Full  Settlement.  The  Employer's  obligation  to make the payments
provided  for in  this  Agreement  and  otherwise  to  perform  its  obligations
hereunder  shall  not be  affected  by any  set-off,  counterclaim,  recoupment,



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defense or other claim,  right or action which the Employer may have against the
Executive or others.  In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts  payable
to the Executive  under any of the  provisions of this  Agreement.  The Employer
agrees to pay, to the full extent  permitted by law, all legal fees and expenses
which the Executive may reasonably  incur as a result of any  contest(regardless
of outcome thereof) by the Employer or others of the validity or  enforceability
of, or liability  under,  any  provision of this  Agreement or any  guarantee of
performance thereof (including as a result of any contest by the Executive about
the amount of any payment  pursuant to any Section of this  Agreement),  plus in
each case interest at the  applicable  Federal rate provided for in Section 7872
(f) (2) of the Code.  Employer  also  agrees to pay all legal fees and  expenses
incurred by Executive in connection with the preparation, review, or enforcement
of this Agreement.

         7. Salary and Bonus. In consideration for his services,  Employer shall
pay the Executive a salary at the rate of $287,500 per annum.  Such salary shall
be  reviewed  and  increased  not less than 15%  annually in the good faith sole
discretion  of the Board of  Directors  based upon  Employer's  and  Executive's
performance during the prior year. Executive's salary hereunder shall be payable
in bi-monthly  installments  or on such other payment  schedule as issued to pay
senior  executives  of  Employer.  Additionally,   Executive  shall  receive  an
irrevocable  assignment of 2% overriding  royalty of all oil and gas  production
received by the Employer.

         8. Stock Grants. Upon the Effective Date, the Executive shall be issued
30,000  shares of the  Employer's  Common Stock,  no par value per share.  These
shares  shall  be  fully  vested  and  non-forfeitable  as of the  date of their
issuance.

         9.       Executive Benefits.

         (a) Annual  Bonus.  In addition  to Salary and Bonus  payable as herein
above provided,  the Executive shall be awarded, for each fiscal year during the
term of the Agreement,  an annual bonus (an "Annual Bonus") (either  pursuant to
the incentive  compensation  plan of the Employer or otherwise) in cash at least
equal to the average bonus received by the executive officers of the Employer in
respect of the fiscal year for which the bonus is awarded.

         (b) Stock Option, Incentive,  Savings and Retirement Plans. In addition
to Base Salary and Bonus and Annual Bonus payable as herein above provided,  the
Executive  shall be entitled to participate  during the term of the Agreement in
all stock option plans,  incentive,  savings and  retirement  plans,  practices,
policies and programs applicable to other key or peer executives of the Employer
and its  affiliates(including  Employer's  employee  benefit plans, in each case
comparable  to  those  in  effect  or  as  subsequently  amended).  Such  plans,
practices,  policies and programs, in the aggregate, shall provide the Executive
with  compensation,  benefits and reward  opportunities at least as favorable as
the most  favorable  of such  compensation,  benefits  and reward  opportunities
provided by the Employer for the Executive under such plans and programs.

         (c)  Welfare  Benefit  Plans.  During  the term of the  Agreement,  the
Executive and/or the Executive's  family,  as the case may be, shall be eligible
for participation in and shall receive benefits under the welfare benefit plans,
practices, policies  and programs  provided by  the Employer  and its affiliates


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(including,  without  limitation,  medical,  prescription,  dental,  disability,
salary  continuance,  executive life,  group life,  accidental  death and travel
accident  insurance  plans and programs) to the extent  applicable  generally to
other key or peer executives of Employer and its affiliates.

         (d) Expenses.  During the term of the Agreement, the Executive shall be
entitled to receive prompt reimbursement for reasonable expenses incurred by the
Executive in accordance  with the most favorable  policies and procedures of the
Employer and its affiliates.

         (e) Fringe  Benefits.  During the term of the Agreement,  the Executive
shall be entitled to those  fringe  benefits  offered to other key  employees of
Employer, as well as an automobile allowance of $1,000 per month.

         (f) Office and Support  Staff.  During the term of the  Agreement,  the
Executive  shall  be  entitled  to an  office  or  offices  of a size  and  with
furnishings and other  appointments,  and to exclusive personal  secretarial and
other  assistance,  at  least  equal  to the  other  executive  officers  of the
Employer.

         (g) Vacation.  Upon the Effective  Date,  Executive is entitled to five
weeks of paid vacation per year.  Paid vacation shall  increased by one week per
year of service up to a maximum of seven weeks.  Vacation time may be accrued up
to a  maximum  of six weeks or 240  hours.  Once  vacation  accrual  meets  this
maximum, vacation accruals will cease until the vacation balance falls below the
maximum.

         10.  Corporate   Opportunity.   For  the  purpose  of  determining  the
Executive's  responsibility for presenting corporate  opportunities to the Board
of Directors,  the business in which the Employer is engaged shall be defined as
the horizontal oil and gas well drilling service  business.  The Executive shall
be permitted on his own time to engage in other  businesses  and can be rewarded
for presenting  opportunities  to the Board of Directors of the Employer outside
of the current corporate  opportunities  which are approved by and acted upon by
the Employer.

         11.  Confidentiality and Proprietary  Information.  The Executive shall
hold in a  fiduciary  capacity  for the  benefit of the  Employer  all secret or
confidential  information  or  data  relating  to  the  Employer  or  any of its
affiliated  companies,  and their respective  businesses,  which shall have been
obtained by the Executive  during the Executive's  employment by the Employer or
any of its  affiliated  companies  and  which  shall  not  be or  become  public
knowledge  (other  than by  acts  by the  Executive  or his  representatives  in
violation of this Agreement).  After  termination of the Executive's  employment
with the Employer, the Executive shall not, without the prior written consent of
the Employer,  communicate  or divulge any such  information  or data to any one
other  than the  Employer  and  those  designated  by it.  In no event  shall an
asserted  violation of the  provisions  of this  Section  constitute a basis for
deferring or withholding  any amounts  otherwise  payable to the Executive under
this Agreement.

         12.  Board  Membership.  Executive  shall be  appointed to the Board of
Directors of Employer and shall  subsequently  be included  for  re-election  on
management's  proposed  election slate,  with such Board membership to terminate
when Executive's employment with Employer is terminated.



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<PAGE>




         13. Arbitration. Any controversy or claim arising out of or relating to
any  provision  of this  Agreement or the breach  thereof,  shall be resolved by
binding  arbitration in accordance with the rules then in effect of the American
Arbitration  Association (the "AAA"),  to the extent consistent with the laws of
the State of New York. Unless otherwise agreed by the parties, arbitration under
this  provision  must be initiated  within 30 days of the action,  inaction,  or
occurrence  about which the party  initiating the  arbitration  is  complaining.
Within  fifteen  days of the  initiation  of an  arbitration  hereunder,  if the
parties  are unable to agree on an  arbitrator,  each party  will  designate  an
arbitrator pursuant to Rule 14 of the AAA Rules. The appointed  arbitrators will
appoint a neutral  arbitrator from the panel in the manner prescribed in Rule 13
of the AAA  Rules.  However,  the  arbitrator  shall  only be  qualified  if the
arbitrator is recognized as a qualified  labor and employment  arbitrator by the
American  Arbitration  Association or Federal Mediation & Conciliation  Service.
The award may include an award of costs and  attorneys'  fees for the prevailing
party;  provided,  however,  that  Employer  agrees  that the  Executive  is not
required to pay any costs and attorney's fees awarded to Employer.  It is agreed
that any party to any award  rendered in any such  arbitration  proceedings  may
seek a judgment upon the award and that  judgment may be entered  thereon by any
court having jurisdiction.

         14.      Miscellaneous.

         (a) Entire Agreement.  This Agreement  contains the complete  agreement
between the parties with respect to the subject matter hereof and supersedes any
prior  agreements  or  understandings,  written  or oral.  No waiver  under this
Agreement  shall be valid unless it is in writing and duly executed by the party
to be charged therewith. This Agreement may be amended at anytime, provided that
such amendment is in writing and is signed by each of the parties hereto.

         (b) Binding  Effect.  This  Agreement  may not assigned by either party
hereto; provided that the Employer may assign this Agreement, in connection with
a merger or consolidation  involving the Employer or a sale of substantially all
of its assets, to the surviving  corporation or purchaser as the case may be, so
long as the assignee  agrees to assume the Employer's  obligations  hereunder at
the time of the assignment.  Subject to that limitation, this Agreement shall be
binding upon and shall inure to the benefit of Executive, his heirs and personal
representatives,  and shall be binding  upon and shall  inure to the  benefit of
Employer, its successors and assigns.

         (c)  Obligations  of  Successor.  Employer  will require any  successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the business  and/or  assets of Employer to assume
expressly and agree in writing to perform this  Agreement in the same manner and
to the same  extent  that  Employer  would be  required to perform it if no such
succession had taken place.  As used in this  Agreement,  "Employer"  shall mean
Employer as hereinbefore defined and any successor to its business and/or assets
as aforesaid  which  assumes and agrees in writing to perform this  Agreement by
operation of law, or otherwise.



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<PAGE>



         (d) Notice. All notices and other communications  hereunder shall be in
writing and shall be given by hand  delivery to the other party or by registered
or certified  mail,  return receipt  requested,  postage  prepaid,  addressed as
follows:

                  If to the Executive:    Randeep S. Grewal
                                          10815 Briar Forest Drive
                                          Houston, TX 77042

                  If to Employer:         GREKA Energy Corporation
                                          630 Fifth Avenue, Suite 1501
                                          New York, New York 10111
                                          Attn: Susan M. Whalen, Vice President

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

        (e) Governing Law. This Agreement  shall be governed by and  interpreted
in accordance with the laws of the State of New York.

        (f) Enforceability of Agreement.  The invalidity or  unenforceability of
any provision of this Agreement shall not affect the validity or  enforceability
of any other provision of this Agreement.

        (g) Withholding of Taxes. Employer may withhold from any amounts payable
under this Agreement such federal,  state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

        (h) Waiver.  The Executive's or Employer's failure to insist upon strict
compliance with any provision hereof or any other provision of this Agreement or
the failure to assert any right the  Executive or Employer  may have  hereunder,
including,   without  limitation,  the  right  of  the  Executive  to  terminate
employment for Good Reason pursuant Section 15(D)(c)(i)-(v), shall not be deemed
to be a waiver of such  provision  or right or any other  provision  or right of
this Agreement.

        15.  Employment After a Change of Control.  Notwithstanding  anything to
the contrary contained in this Agreement,  the following provisions shall govern
in the event of a Change of Control of Employer (as hereinafter defined).

        (A)  Definitions.  For  purposes  of  this  Section  15,  the  following
definitions shall apply:

        (a) A "Change of Control" shall mean for purposes of this Section 15:

         (i)      The  acquisition  after  the date  hereof  by any  individual,
                  entity or group  (within  the  meaning of Section  13(d)(3) or
                  14(d)(2) of the  Securities  Exchange Act of 1934,  as amended
                  (the  "Exchange  Act")) (a "Person") of  beneficial  ownership
                  (within  the  meaning  of Rule  13d-3  promulgated  under  the



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                  Exchange Act) of either (i) shares of common stock of Employer
                  (the  "Company  Common  Stock"),   or  (ii)  voting  power  of
                  outstanding  voting  securities  of Employer  entitled to vote
                  generally in the election of directors  (the  "Company  Voting
                  Securities"),  if that  Person by  virtue of such  acquisition
                  becomes the beneficial owner of 33% or more of the outstanding
                  Company Common Stock or Company Voting  Securities;  provided,
                  however, that the following  acquisitions shall not constitute
                  a  Change  of  Control:  (A)  any  acquisition  directly  from
                  Employer  (excluding an  acquisition by virtue of the exercise
                  of a conversion  privilege),  (B) any acquisition by Employer,
                  (C) any  acquisition by any employee  benefit plan (or related
                  trust)  sponsored or maintained by Employer or any corporation
                  controlled  by  Employer  or  (D)  any   acquisition   by  any
                  corporation   pursuant   to  a   reorganization,   merger   or
                  consolidation,  if, following such  reorganization,  merger or
                  consolidation,  the  conditions  described in clauses (A), (B)
                  and (C) of Section 15(A)(a)(iii) are satisfied; or

         (ii)     Individuals  who, as of the date hereof,  constitute the Board
                  (the "Incumbent  Board") cease for any reason to constitute at
                  least  a  majority  of the  members  of the  Board;  provided,
                  however, that any individual becoming a director subsequent to
                  the date hereof whose election,  or nomination for election by
                  Employer's shareholders,  was approved by a vote of at least a
                  majority of the directors then  comprising the Incumbent Board
                  shall be considered as though such individual were a member of
                  the Incumbent Board, but excluding, for this purpose, any such
                  individual  whose  initial  assumption  of office  occurs as a
                  result of either an  actual  or  threatened  contest  (as such
                  terms are used in Rule 14a-11 of  Regulation  14A  promulgated
                  under  the  Exchange   Act)  or  other  actual  or  threatened
                  solicitation  of  proxies  or  consents  by or on  behalf of a
                  Person other than the Board; or

         (iii)    Approval by the shareholders of Employer of a  reorganization,
                  merger or consolidation,  in each case, unless, following such
                  reorganization, merger or consolidation, (A) more than 67% of,
                  respectively,  the then outstanding  shares of common stock of
                  the corporation resulting from such reorganization,  merger or
                  consolidation  and  the  combined  voting  power  of the  then
                  outstanding voting securities of such corporation  entitled to
                  vote   generally   in  the   election  of  directors  is  then
                  beneficially  owned,   directly  or  indirectly,   by  all  or
                  substantially all of the individuals and entities who were the
                  beneficial owners,  respectively,  of the outstanding  Company
                  Common  Stock  and  outstanding   Company  Voting   Securities
                  immediately   prior   to  such   reorganization,   merger   or
                  consolidation,  in substantially the same proportions as their
                  ownership immediately prior to such reorganization,  merger or
                  consolidation  of the  outstanding  Company  Common  Stock and
                  outstanding Company Voting Securities, as the case may be, (B)
                  no Person (excluding  Employer,  any employee benefit plan (or
                  related trust) of Employer or such corporation  resulting from
                  such  reorganization,  merger or consolidation  and any Person
                  beneficially owning, immediately prior to such reorganization,
                  merger or consolidation,  directly or indirectly,  33% or more
                  of the outstanding  Company Common Stock or outstanding Voting
                  Securities, as the case may be) beneficially owns, directly or
                  indirectly, 33% or more of, respectively, the then outstanding



                                       10

<PAGE>



                  shares of common stock of the corporation  resulting from such
                  reorganization, merger or consolidation or the combined voting
                  power  of the  then  outstanding  voting  securities  of  such
                  corporation  entitled  to vote  generally  in the  election of
                  directors  and (C) at least a majority  of the  members of the
                  board of  directors  of the  corporation  resulting  from such
                  reorganization,  merger or  consolidation  were members of the
                  Incumbent  Board at the time of the  execution  of the initial
                  agreement  providing  for  such   reorganization,   merger  or
                  consolidation; or

         (iv)     Approval  by the  shareholders  of  Employer of (A) a complete
                  liquidation  or  dissolution  of  Employer  or (B) the sale or
                  other disposition of all or substantially all of the assets of
                  Employer,  other than to a corporation,  with respect to which
                  following  such sale or other  disposition,  (1) more than 67%
                  of, respectively,  the then outstanding shares of common stock
                  of such  corporation and the combined voting power of the then
                  outstanding voting securities of such corporation  entitled to
                  vote   generally   in  the   election  of  directors  is  then
                  beneficially  owned,   directly  or  indirectly,   by  all  or
                  substantially all of the individuals and entities who were the
                  beneficial owners,  respectively,  of the outstanding  Company
                  Common  Stock  and  outstanding   Company  Voting   Securities
                  immediately  prior  to  such  sale  or  other  disposition  in
                  substantially   the  same   proportion   as  their   ownership
                  immediately  prior to such  sale or other  disposition  of the
                  outstanding  Company  Common  Stock  and  outstanding  Company
                  Voting  Securities,   as  the  case  may  be,  (2)  no  Person
                  (excluding  Employer and any employee benefit plan (or related
                  trust)  of  Employer  or  such   corporation  and  any  Person
                  beneficially  owning,  immediately prior to such sale or other
                  disposition,  directly  or  indirectly,  33%  or  more  of the
                  outstanding Company Common Stock or outstanding Company Voting
                  Securities, as the case may be) beneficially owns, directly or
                  indirectly, 33% or more of, respectively, the then outstanding
                  shares of common  stock of such  corporation  and the combined
                  voting power of the then outstanding voting securities of such
                  corporation  entitled  to vote  generally  in the  election of
                  directors  and (3) at least a majority  of the  members of the
                  board of  directors  of such  corporation  were members of the
                  Incumbent  Board at the time of the  execution  of the initial
                  agreement  or action of the Board  providing  for such sale or
                  other disposition of assets of Employer.

        (b) The  "Change of Control  Period"  shall  mean for  purposes  of this
Section  15 the  period  commencing  on the date  hereof and ending on the third
anniversary of such date;  provided,  however,  that  commencing on the date one
year after the date hereof,  and on each annual  anniversary  of such date (such
date and each annual anniversary thereof shall be hereinafter referred to as the
"Renewal Date"), the Change of Control Period shall be automatically extended so
as to terminate three years from such Renewal Date.

        (c) The "Change of Control Date" shall mean for purposes of this Section
15 the first date  during the  Change of Control  Period (as  defined in Section
l5(A)(b))  on which a Change of Control  occurs.  Anything in this Section 15 to
the  contrary  notwithstanding,  if a  Change  of  Control  occurs  and  if  the
Executive's  employment  with Employer is terminated  prior to the date on which
the  Change of  Control  occurs,  and if it is  reasonably  demonstrated  by the



                                       11

<PAGE>



Executive that such  termination of employment (i) was at the request of a third
party who has taken steps reasonably  calculated to effect the Change of Control
or (ii)  otherwise  arose in connection  with or  anticipation  of the Change of
Control,  then for all purposes of this Section 15 the "Change of Control  Date"
shall  mean  the date  immediately  prior  to the  date of such  termination  of
employment.

        (B) Change of  Control  Employment  Period.  Employer  hereby  agrees to
continue the Executive in its employ,  and the Executive hereby agrees to remain
in the employ of Employer,  in accordance  with the terms and provisions of this
Agreement, for the period commencing on the Change of Control Date and ending on
the  later of  December  31,  2004 or the  third  anniversary  of such date (the
"Change of Control Employment Period").

        (C) Terms of Employment.

        a.        Position and Duties.

         (i)      During  the  Change  of  Control  Employment  Period,  (A) the
                  Executive's position (including status,  offices,  titles, and
                  reporting     requirements),     authority,     duties     and
                  responsibilities   shall  be  at  least  commensurate  in  all
                  material  respects  with the most  significant  of those held,
                  exercised  and  assigned at any time during the 90-day  period
                  immediately  preceding  the Change of Control Date and (B) the
                  Executive's  services shall be performed at the location where
                  the Executive was employed immediately preceding the Change of
                  Control  Date  or any  office  which  is the  headquarters  of
                  Employer and is less than 35 miles from such location.

         (ii)     During the Change of Control  Employment Period, and excluding
                  any periods of vacation and sick leave to which the  Executive
                  is entitled,  the Executive  agrees to devote his professional
                  time  and  attention  during  normal  business  hours  to  the
                  business and affairs of Employer and, to the extent  necessary
                  to discharge  the  responsibilities  assigned to the Executive
                  hereunder,  to use the Executive's  reasonable best efforts to
                  perform  faithfully  and  efficiently  such  responsibilities.
                  During the Change of Control Employment Period it shall not be
                  a violation of this  Agreement  for the Executive to (A) serve
                  on corporate,  civic or charitable  boards or committees,  (B)
                  deliver  lectures,  fulfill  speaking  engagements or teach at
                  educational  institutions or (C) manage personal  investments,
                  so long as such activities do not significantly interfere with
                  the  performance  of the  Executive's  responsibilities  as an
                  employee of Employer in accordance with this Agreement.  It is
                  expressly  understood  and agreed  that to the extent that any
                  activities  have been conducted by the Executive  prior to the
                  Change  of  Control  Date,  the  continued   conduct  of  such
                  activities (or the conduct of activities similar in nature and
                  scope thereto)  subsequent to the Change of Control Date shall
                  not hereafter be deemed to interfere  with the  performance of
                  the Executive's responsibilities to Employer.

        b.  Compensation.  In the event of a Change of Control,  the Executive's
compensation  by Employer during the Change of Control  Employment  period shall
not be  diminished  in any  particular  respect from that prior to the Change of
Control, and shall include the following:





                                       12

<PAGE>



         (i)      Salary  and Bonus.  During  the  Change of Control  Employment
                  Period,  the Executive shall receive a salary,  which shall be
                  paid in equal  installments on a monthly basis, at least equal
                  to twelve  times  the  highest  monthly  base  salary  paid or
                  payable  to the  Executive  by  Employer  and  its  affiliated
                  companies in respect of the  twelve-month  period  immediately
                  preceding  the  month in which  the  Change  of  Control  Date
                  occurs.  During the Change of Control  Employment  Period, the
                  Annual Base Salary  shall be  reviewed at least  annually  and
                  shall be increased  annually at a rate not less than 15% or as
                  shall  be  substantially  consistent  with  increases  in base
                  salary generally awarded in the ordinary course of business to
                  other  peer   executives   of  Employer  and  its   affiliated
                  companies,  whichever is greater. Any increase in salary shall
                  not  serve to limit or  reduce  any  other  obligation  to the
                  Executive under this Agreement.  Executive's  salary shall not
                  be  reduced  after any such  increase  and the term  salary as
                  utilized  in  this  Agreement  shall  refer  to  salary  as so
                  increased.  As used in this  Agreement,  the term  "affiliated
                  companies"   shall   include   any  company   controlled   by,
                  controlling   or   under   common   control   with   Employer.
                  Additionally,   Executive   shall   receive   an   irrevocable
                  assignment  of 2%  overriding  royalty  of  all  oil  and  gas
                  production received by Employer.

         (ii)     Annual  Bonus.  In  addition  to Salary  and Bonus  payable as
                  herein  provided,  the  Executive  shall be awarded,  for each
                  fiscal  year  ending  during the Change of Control  Employment
                  Period,  an annual bonus (the "Annual Bonus") in cash at least
                  equal to the  average  bonus  paid or  payable,  including  by
                  reason of any  deferral,  to the Executive by Employer and its
                  affiliated  companies  in  respect of the three  fiscal  years
                  immediately  preceding  the fiscal year in which the Change of
                  Control Date occurs (the "Recent  Average  Bonus").  Each such
                  Annual  Bonus shall be paid no later than the end of the third
                  month of the fiscal  year next  following  the fiscal year for
                  which the Annual Bonus is awarded,  unless the Executive shall
                  elect to defer the receipt of such Annual Bonus.

         (iii)    Special  Bonus.  In  addition  to Salary  and Bonus and Annual
                  Bonus  payable  as herein  above  provided,  if the  Executive
                  remains  employed with Employer and its  affiliated  companies
                  through the first  anniversary  of the Change of Control Date,
                  Employer  shall  pay to the  Executive  a special  bonus  (the
                  "Special  Bonus") in recognition of the  Executive's  services
                  during the crucial  one-year  transition  period following the
                  Change  of  Control  in  cash  equal  to the  sum  of (A)  the
                  Executive's  Salary  and Bonus and (B) the  greater of (1) the
                  Annual  Bonus  paid or  payable,  including  by  reason of any
                  deferral,  to the Executive  for the most  recently  completed
                  fiscal year during the Change of Control Employment Period, if
                  any, and (2) the Recent  Average  Bonus (such  greater  amount
                  shall  be  hereinafter  referred  to as  the  "Highest  Annual
                  Bonus"). The Special Bonus shall be paid no later than 30 days
                  following the first anniversary of the Change of Control Date.

        (iv)      Stock Option, Incentive,  Savings and Retirement Plans. During
                  the Change of Control  Employment  Period, the Executive shall
                  be  entitled  to   participate  in  all  stock  option  plans,
                  incentive,  savings and retirement plans, practices,  policies



                                       13

<PAGE>



                  and  programs  applicable  generally  to  other  key  or  peer
                  executives of Employer and its affiliated companies, but in no
                  event  shall such  plans,  practices,  policies  and  programs
                  provide the Executive with incentive  opportunities  (measured
                  with   respect  to  both   regular   and   special   incentive
                  opportunities, to the extent, if any, that such distinction is
                  applicable),  savings  opportunities  and  retirement  benefit
                  opportunities, in each case, less favorable, in the aggregate,
                  than the most  favorable of those provided by Employer and its
                  affiliated  companies  for the  Executive  under  such  plans,
                  practices,  policies  and  programs  as in  effect at any time
                  during the 90-day period  immediately  preceding the Change of
                  Control  Date or if more  favorable  to the  Executive,  those
                  provided  generally  at any time  after the  Change of Control
                  Date to  other  key or peer  executives  of  Employer  and its
                  affiliated companies.

         (v)      Welfare Benefit Plans. During the Change of Control Employment
                  Period,  the Executive and/or the Executive's  family,  as the
                  case may be, shall be eligible for  participation in and shall
                  receive all benefits under welfare  benefit plans,  practices,
                  policies and programs  provided by Employer and its affiliated
                  companies    (including,    without    limitation,    medical,
                  prescription, dental, disability, salary continuance, employee
                  life,  group  life,   accidental  death  and  travel  accident
                  insurance  plans  and  programs)  to  the  extent   applicable
                  generally to other key or peer  executives of Employer and its
                  affiliated  companies,  but  in no  event  shall  such  plans,
                  practices,  policies and programs  provide the Executive  with
                  benefits which are less favorable, in the aggregate,  than the
                  most favorable of such plans, practices, policies and programs
                  in effect  for the  Executive  at any time  during  the 90-day
                  period immediately preceding the Change of Control Date or, if
                  more favorable to the Executive,  those provided  generally at
                  any time after the Change of Control Date to other key or peer
                  executives of Employer and its affiliated companies.

         (vi)     Expenses.  During the Change of Control Employment Period, the
                  Executive  shall be entitled to receive  prompt  reimbursement
                  for  all  reasonable   employment  expenses  incurred  by  the
                  Executive  in  accordance  with the most  favorable  policies,
                  practices  and  procedures  of  Employer  and  its  affiliated
                  companies  in effect for the  Executive at any time during the
                  90-day period immediately preceding the Change of Control Date
                  or, if more favorable to the Executive, as in effect generally
                  at any time  thereafter  with  respect  to  other  key or peer
                  executives of Employer and its affiliated companies.

        (vii)     Fringe  Benefits.  During  the  Change of  Control  Employment
                  Period,  the Executive shall be entitled to fringe benefits in
                  accordance with the most favorable plans, practices,  programs
                  and  policies  of Employer  and its  affiliated  companies  in
                  effect for the  Executive at any time during the 90-day period
                  immediately  preceding  the Change of Control Date, or if more
                  favorable to the Executive, as in effect generally at any time
                  thereafter  with  respect to other key or peer  executives  of
                  Employer and its affiliated companies.



                                       14

<PAGE>



         (viii)   Office  and  Support  Staff.  During  the  Change  of  Control
                  Employment  Period,  the  Executive  shall be  entitled  to an
                  office or  offices  of a size and with  furnishings  and other
                  appointments,  and to exclusive personal secretarial and other
                  assistance,  at  least  equal  to the  most  favorable  of the
                  foregoing  provided  to the  Executive  by  Employer  and  its
                  affiliated  companies  at any time  during the  90-day  period
                  immediately  preceding  the Change of Control Date or, if more
                  favorable to the Executive,  as provided generally at any time
                  thereafter  with  respect to other key or peer  executives  of
                  Employer and its affiliated companies.

         (ix)     Vacation.  During the Change of Control Employment Period, the
                  Executive  shall be  entitled to paid  vacation in  accordance
                  with  the  most  favorable  plans,   policies,   programs  and
                  practices  of  Employer  and its  affiliated  companies  as in
                  effect for the  Executive at any time during the 90-day period
                  immediately  preceding  the Change of Control Date or, if more
                  favorable to the Executive, as in effect generally at any time
                  thereafter  with  respect to other key or peer  executives  of
                  Employer and its affiliated companies.

        (D) Termination of Employment.

        (a) Death or Disability.  The  Executive's  employment  shall  terminate
automatically upon the Executive's death during the Change of Control Employment
Period. In the Executive's employment is terminated by reason of the Executive's
disability  during the  Change of Control  Employment  Period  (pursuant  to the
definition  of Disability  set forth below),  Employer may give to the Executive
written notice in accordance with Section 15(I)(a) of its intention to terminate
the  Executive's  employment.  In such event,  the  Executive's  employment with
Employer shall terminate  effective on the 30th day after receipt of such notice
by the Executive  (the  "Disability  Change of Control  Date"),  provided  that,
within the 30 days after such receipt,  the Executive shall not have returned to
full-time  performance of the Executive's  duties.  For purposes of this Section
15,  "Disability"  shall mean the absence of the Executive from the  Executive's
duties with Employer on a full-time basis for 180 consecutive business days as a
result of incapacity  due to mental or physical  illness or disability  which is
determined to be total and permanent by Executive's regular treating physician.

        (b) Cause. Employer may terminate the Executive's  employment during the
Change of Control  Employment Period for Cause. For purposes of this Section 15,
"Cause" shall mean only:

        (i) a material  breach by the Executive of the  Executive's  obligations
under this  Agreement  (other than as a result of incapacity  due to physical or
mental illness or disability)  which is  demonstrably  willful and deliberate on
the  Executive's  part,  which is committed in bad faith and without  reasonable
belief that such breach is in the best  interests  of Employer  and which is not
remedied in a  reasonable  period of time after  receipt of written  notice from
Employer  specifying  such breach or (ii) the  conviction  of the Executive of a
felony  involving  moral turpitude which results in a detriment to the Employer,
harms the Executive's reputation,  or otherwise reflects poorly on the Employer.
Termination may occur only when (1) the Executive has been provided with written
notice of assertion that there is a basis for termination for cause which notice



                                       15

<PAGE>



shall specify in reasonable detail specific facts regarding such assertion,  (2)
such written  notice is provided to the  Executive a reasonable  time before the
Board meets to consider any possible  termination for cause,  (3) at or prior to
the  meeting of the Board to  consider  the  matters  described  in the  written
notice,  an  opportunity  is provided to  Executive  and his counsel to be heard
before the Board with respect to any matters  described  in the written  notice,
(4) any  resolution or other Board action held with respect to any  deliberation
regarding or decision to terminate  the Executive for cause is duly adopted by a
vote of a majority of the entire Board at a meeting of the Board called and held
and (5) the  Executive is promptly  provided  with a copy of the  resolution  or
other corporate action taken with respect to such termination. The unwillingness
of the  Executive to accept any or all of a change in the nature or scope of his
position, title, authorities or duties, a reduction in his total compensation or
benefits, a relocation that he deems unreasonable,  or other action by or at the
request  of the  Employer  in  respect  of his  position,  title,  authority  or
responsibility  that he  deems  to be  contrary  to this  Agreement,  may not be
considered by the Board to be a breach of this Agreement by the Executive.

        (c) Good  Reason;  Window  Period.  The  Executive's  employment  may be
terminated (i) during the Change of Control  Employment  Period by the Executive
for Good Reason or (ii) during the Window  Period by the  Executive  without any
reason.  For  purposes of this  Agreement,  the "Window  Period"  shall mean the
30-day  period  immediately  following  the first  anniversary  of the Change of
Control Date. For purposes of this Section 15, "Good Reason" shall mean

        (i)       the assignment to the Executive of any duties  inconsistent in
                  any respect with the Executive's  position  (including status,
                  offices, titles and reporting requirement),  authority, duties
                  or  responsibilities  as contemplated by this Agreement or any
                  other action by Employer which results in a diminution in such
                  position, authority, duties or responsibilities, excluding for
                  this purpose an isolated, unsubstantial and inadvertent action
                  not  taken in bad  faith and  which is  remedied  by  Employer
                  promptly   after  receipt  of  notice  thereof  given  by  the
                  Executive;

         (ii)     any failure by  Employer to comply with any of the  provisions
                  of this Agreement,  other than an isolated,  insubstantial and
                  inadvertent  failure not  occurring  in bad faith and which is
                  remedied by Employer  promptly after receipt of notice thereof
                  given by the Executive;

         (iii)    Employer's  requiring  the Executive to be based at any office
                  or location other than New York, New York;

         (iv)     any  purported  termination  by  Employer  of the  Executive's
                  employment  otherwise  than  as  expressly  permitted  by this
                  Agreement; or

         (v)      any failure by  Employer  to comply  with and satisfy  Section
                  15(I)(b),  provided that such  successor has received at least
                  ten business  days' prior written  notice from Employer or the
                  Executive of the requirements of Section 15(I)(b).

For purposes of this Section  15(D)(c),  any good faith  determination  of "Good
Reason" made by the Executive shall be conclusive.


                                       16

<PAGE>



        (d) Notice of Termination.  Any termination by Employer for Cause, or by
the  Executive  without any reason  during the Window Period or for Good Reason,
shall be  communicated  by Notice of Termination to the other party hereto given
in accordance with Section 15(I)(a).  For purposes of this Section 15, a "Notice
of  Termination"  means a  written  notice  which  (i)  indicates  the  specific
termination  provision  in  this  Agreement  relied  upon,  (ii)  to the  extent
applicable sets forth in reasonable detail the facts and  circumstances  claimed
to  provide a basis for  termination  of the  Executive's  employment  under the
provision so indicated and (iii) if the Date of  Termination  (as defined below)
is other than the date of receipt of such notice, specifies the termination date
under such notice.  The failure by the Executive or Employer to set forth in the
Notice of Termination any fact or circumstance which contributes to a showing of
Good  Reason or Cause  shall not waive any right of the  Executive  or  Employer
hereunder or preclude  the  Executive or Employer  from  asserting  such fact or
circumstance in enforcing the Executive's or Employer's rights hereunder.

        (e)  Date  of  Termination.  "Date  of  Termination"  means  (i)  if the
Executive's  employment is terminated by Employer for Cause, or by the Executive
without  any reason  during the Window  Period or for Good  Reason,  the date of
receipt of the Notice of Termination or any later date specified therein, as the
case may be, (ii) if the Executive's  employment is terminated by Employer other
than for Cause,  Death or Disability,  the Date of Termination shall be the date
on which Employer  notifies the Executive of such  termination  and (iii) if the
Executive's employment is terminated by reason of Death or Disability,  the Date
of  Termination  shall be the date of death of the  Executive or the  Disability
Change of Control Date, as the case may be.

        (E)       Obligations of Employer Upon Termination.

        (a) Good Reason or during the Window Period; Other than for Cause, Death
or  Disability.  If, during the Change of Control  Employment  Period,  Employer
shall  terminate  the  Executive's  employment  other than for  Cause,  Death or
Disability or the Executive shall terminate employment either for Good Reason or
without any reason during the Window Period:

                  (i)      Employer  shall pay to the Executive in a lump sum in
                           cash within 30 days after the Date of Termination the
                           aggregate of the following amounts:

                           A.       The sum of (1) the  Salary and Bonus for the
                                    Change of Control  Employment  Period at the
                                    rate  set  forth in the  Agreement,  (2) the
                                    Highest  Annual  Bonus  for  the  Change  of
                                    Control  Employment  Period, (3) the Special
                                    Bonus,  if due to the Executive  pursuant to
                                    Section   15(C)b.ii.,   to  the  extent  not
                                    theretofore  paid,  (4)  all  other  amounts
                                    accrued and earned by the  Executive for the
                                    Change  of  Control  Employment  Period  and
                                    amounts   otherwise  owing  under  the  then
                                    existing  plans,  practices,   policies  and
                                    agreements of Employer, (5) any compensation
                                    previously   deferred   by   the   Executive
                                    (together  with  any  accrued   interest  or
                                    earnings  thereon) and any accrued  vacation
                                    pay,   in  each  case  to  the   extent  not
                                    theretofore  paid  (the  sum of the  amounts
                                    described in clauses (1),  (2), (3), (4) and
                                    (5) shall be hereinafter  referred to as the
                                    "Accrued  Change of  Control  Obligations");
                                    and

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<PAGE>





                           B.       The amount (such amount shall be hereinafter
                                    referred to as the "Severance Amount") equal
                                    to the product of (1) two and (2) the sum of
                                    (x) the  Executive's  annual base salary and
                                    (y)  the  Highest  Annual  Bonus;  provided,
                                    however,  that if the Special  Bonus has not
                                    been  paid  to the  Executive,  such  amount
                                    shall  be  increased  by the  amount  of the
                                    Special Bonus; and,  provided further,  that
                                    such amount  shall be reduced by the present
                                    value  (determined  as  provided  in Section
                                    280G(d)(4)  of the Internal  Revenue Code of
                                    1986,  as amended (the "Code")) of any other
                                    amount of  severance  relating  to salary or
                                    bonus  continuation  to be  received  by the
                                    Executive upon  termination of employment of
                                    the  Executive  under  any  severance  plan,
                                    policy or arrangement of Employer;

                  (ii)     for the remainder of the Change of Control Employment
                           Period,  or such longer period as any plan,  program,
                           practice  or  policy  may  provide,   Employer  shall
                           continue  Executive  Benefits to the Executive and/or
                           the Executive's  family at least equal to those which
                           would have been provided to them in  accordance  with
                           the plans, programs, practices and policies described
                           in Section  15(C)b.v.  if the Executive's  employment
                           had not been  terminated in accordance  with the most
                           favorable plans,  practices,  programs or policies of
                           Employer  and its  affiliated  companies as in effect
                           and  applicable   generally  to  other  key  or  peer
                           executives  and  their  families  during  the  90-day
                           period  immediately  preceding  the Change of Control
                           Date or, if more  favorable to the  Executive,  as in
                           effect  generally at any time thereafter with respect
                           to other key or peer  executives  of Employer and its
                           affiliated  companies and their  families,  provided,
                           however,  that if the  Executive  becomes  reemployed
                           with  another  employer  and is  eligible  to receive
                           medical  or  other  welfare  benefits  under  another
                           employer-provided plan, the medical and other welfare
                           benefits described herein shall be secondary to those
                           provided under such other plan during such applicable
                           period  of  eligibility  (such  continuation  of such
                           benefits for the  applicable  period herein set forth
                           shall be hereinafter  referred to as "Welfare Benefit
                           Continuation").    For   purposes   of    determining
                           eligibility  of the  Executive  for retiree  benefits
                           pursuant  to  such  plans,  practices,  programs  and
                           policies,  the Executive  shall be considered to have
                           remained  employed  until  the end of the  Change  of
                           Control  Employment Period and to have retired on the
                           last day of such period;

                  (iii)    to the  extent  not  theretofore  paid  or  provided,
                           Employer shall timely pay or provide to the Executive
                           and/or the  Executive's  family any other  amounts or
                           Executive Benefits required to be paid or provided or
                           which the Executive and/or the Executive's  family is
                           eligible to receive  pursuant to this  Agreement  and
                           under  any  plan,  program,  policy  or  practice  or



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<PAGE>



                           contract or agreement of Employer and its  affiliated
                           companies  as in effect and  applicable  generally to
                           other  key or peer  executives  of  Employer  and its
                           affiliated  companies and their  families (such other
                           amounts and benefits shall be hereinafter referred to
                           as the "Other Benefits"); and

                  (iv)     at  the  option  of  the   Executive   or  his  legal
                           representative,  the Employer shall either (A) pay to
                           the Executive or his legal representative,  in a lump
                           sum  within  30 days of the Date of  Termination,  an
                           amount  (to the  extent  such  amount  is a  positive
                           number) equal to the value of all Employer  stock and
                           stock options held by the Executive as of the Date of
                           Termination,  or (B)  distribute  to the executive or
                           his   legal   representative,   within   30  days  of
                           termination,  all  Employer  stock and stock  options
                           held by the Executive as of the Date of Termination.

        (b) Death. If the Executive's  employment is terminated by reason of the
Executive's death during the Change of Control Employment Period, this Agreement
shall   terminate   without  further   obligations  to  the  Executive's   legal
representatives  under this  Agreement,  other  than for (i)  payment of Accrued
Change of Control  Obligations (which shall be paid to the Executive's estate or
beneficiary,  as applicable, in a lump sum in cash within 30 days of the Date of
Termination)  and  the  timely  payment  or  provision  of the  Welfare  Benefit
Continuation  and Other Benefits  (excluding,  in each case,  Death Benefits (as
defined  below)) and (ii) payment to the Executive's  estate or beneficiary,  as
applicable,  in a lump sum in cash within 30 days of the Date of  Termination of
an amount  equal to the greater of (A) the  Severance  Amount or (B) the present
value  (determined  as provided in Section  280G(d)(4)  of the Code) of any cash
amount to be  received by the  Executive  or the  Executive's  family as a death
benefit pursuant to the terms of any plan, policy or arrangement of Employer and
its  affiliated  companies,  but not  including  any proceeds of life  insurance
covering  the  Executive  to the extent paid for  directly or on a  contributory
basis by the  Executive  (which shall be paid in any event as an Other  Benefit)
(the benefits  included in this clause (B) shall be  hereinafter  referred to as
the "Death Benefits").

        (c) Disability. If the Executive's employment is terminated by reason of
the Executive's  Disability during the Change of Control Employment Period, this
Agreement shall terminate  without further  obligations to the Executive,  other
than for (i) payment of Accrued  Change of Control  Obligations  (which shall be
paid to the  Executive  in a lump  sum in  cash  within  30 days of the  Date of
Termination)  and  the  timely  payment  or  provision  of the  Welfare  Benefit
Continuation and Other Benefits  (excluding,  in each case,  Disability Benefits
(as defined  below))  and (ii)  payment to the  Executive  in a lump sum in cash
within 30 days of the Date of  Termination  of an amount equal to the greater of
(A) the  Severance  Amount or (b) the present value  (determined  as provided in
Section  280G(d)(4)  of the  Code)  of any cash  amount  to be  received  by the
Executive as a disability  benefit pursuant to the terms of any plan,  policy or
arrangement  of Employer and its  affiliated  companies,  but not  including any
proceeds of disability  insurance  covering the Executive to the extent paid for
directly or on a contributory basis by the Executive (which shall be paid in any
event as an Other  Benefit) (the  benefits  included in this clause (B) shall be
hereinafter referred to as the "Disability Benefits").



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<PAGE>



        (d) Cause;  Other Than for Good Reason.  If the  Executive's  employment
shall be terminated  for Cause during the Change of Control  Employment  Period,
this Agreement  shall  terminate  without  further  obligations to the Executive
other than the obligation to pay to the Executive annual base salary through the
Date of Termination plus the amount of any compensation  previously  deferred by
the Executive,  in each case to the extent theretofore  unpaid. If the Executive
terminates employment during the Change of Control Employment Period,  excluding
a  termination  either for Good Reason or without  any reason  during the Window
Period,  this  Agreement  shall  terminate  without  further  obligations to the
Executive,  other than for Accrued Change of Control  Obligations and the timely
payment or  provision of Other  Benefits.  In such case,  all Accrued  Change of
Control  Obligations shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination.

        (F)   Non-exclusivity   of  Rights.   Except  as  provided  in  Sections
15(E)(a)(ii),  15(E)(b) and 15(E)(c), nothing in this Agreement shall prevent or
limit the Executive's  continuing or future  participation in any plan, program,
policy or practice  provided by Employer or any of its affiliated  companies and
for  which  the  Executive  may  qualify,  nor shall  anything  herein  limit or
otherwise  affect such rights as the  Executive  may have under any  contract or
agreement  with Employer or any of its affiliated  companies.  Amounts which are
vested  benefits or which the  Executive is otherwise  entitled to receive under
any plan,  policy,  practice  or program of or any  contract or  agreement  with
Employer or any of its  affiliated  companies  at or  subsequent  to the Date of
Termination shall be payable in accordance with such plan,  policy,  practice or
program  or  contract  or  agreement  except  as  explicitly  modified  by  this
Agreement.

        (G)       Full Settlement, Resolution of Disputes.

        (a)  Employer's  obligation  to make the  payments  provided for in this
Section 15 and  otherwise  to perform  its  obligations  hereunder  shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which  Employer may have against the Executive or others.  In no event
shall the  Executive  be obligated  to seek other  employment  or take any other
action by way of mitigation of the amounts payable to the Executive under any of
the  provisions  of  this   Agreement   and,   except  as  provided  in  Section
15(E)(a)(ii),  such amounts  shall not be reduced  whether or not the  Executive
obtains other  employment.  Employer agrees to pay promptly as incurred,  to the
full extent  permitted by law, all legal fees and expenses  which the  Executive
may  reasonably  incur as a result of any  contest  (regardless  of the  outcome
thereof) by Employer,  the Executive or others of the validity or enforceability
of, or liability  under,  any  provision of this  Agreement or any  guarantee of
performance thereof (including as a result of any contest by the Executive about
the  amount  of any  payment  pursuant  to this  Agreement),  plus in each  case
interest on any delayed  payment at the applicable  Federal rate provided for in
Section 7872(f)(2)(A) of the Code.

        (b) If there shall be any dispute between Employer and the Executive (i)
in the event of any  termination  of the  Executive's  employment  by  Employer,
whether such  termination was for Cause, or (ii) in the event of any termination
of employment by the Executive,  whether Good Reason existed,  then,  unless and
until  there  is a  final,  nonappealable  judgment  by  a  court  of  competent
jurisdiction  declaring  that  such  termination  was  for  Cause  or  that  the



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<PAGE>



determination  by the  Executive of the existence of Good Reason was not made in
good faith,  Employer  shall pay all amounts,  and provide all benefits,  to the
Executive and/or the Executive's family or other beneficiaries,  as the case may
be,  that  Employer  would be  required  to pay or provide  pursuant  to Section
15(E)(a) as though such  termination  were by Employer  without Cause, or by the
Executive  with Good  Reason;  provided,  however,  that  Employer  shall not be
required  to pay any  disputed  amount  pursuant to this  paragraph  except upon
receipt  of an  agreement  by or on  behalf of the  Executive  to repay all such
amounts to which the  Executive is  ultimately  adjudged by such court not to be
entitled.

        (H)       Certain Additional Payments by Employer.

        (a) Anything in this Agreement to the contrary  notwithstanding,  in the
event it shall be determined  that any payment or distribution by Employer to or
for the benefit of the  Executive  (whether  paid or payable or  distributed  or
distributable  pursuant  to the  terms  of  this  Agreement  or  otherwise,  but
determined without regard to any additional payments required under this Section
15(H) (a  "Payment")  would be subject to the excise tax imposed by Section 4999
of the Code or any interest or  penalties  are  incurred by the  Executive  with
respect to such excise tax (such excise tax, together with any such interest and
penalties,  are  hereinafter  collectively  referred to as the "Excise Tax"), an
additional  payment (a  "Gross-Up  Payment")  shall be made by  Employer  to the
Executive  in an amount such that after  payment by the  Executive  of all taxes
(including  any  interest or  penalties  imposed  with  respect to such  taxes),
including,  without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up  Payment,
the Executive  retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.

        (b) Subject to the provisions of Section  15(H)(c),  all  determinations
required to be made under this Section 15, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up  Payment and the assumptions
to be  utilized  in  arriving  at such  determination,  shall be made by  Arthur
Andersen LLP (the "Accounting  Firm"),  which shall provide detailed  supporting
calculations  both to Employer and the Executive  within 15 business days of the
receipt of notice  from the  Executive  that  there has been a Payment,  or such
earlier time as is requested by Employer.  In the event that the Accounting Firm
is  serving  as  accountant  or  auditor  for the  individual,  entity  or group
effecting the Change of Control,  the Executive shall appoint another nationally
recognized accounting firm to make the determinations  required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder). All
fees and expenses of the Accounting Firm shall be borne solely by Employer.  Any
Gross-Up Payment, as determined pursuant to this Section 15(H), shall be paid by
Employer to the  Executive  within  five days of the  receipt of the  Accounting
Firm's  determination.  If the Accounting  Firm determines that no Excise Tax is
payable by the Executive,  it shall furnish the Executive with a written opinion
that  failure to report the Excise  Tax on the  Executive's  applicable  federal
income tax return would not result in the  imposition of a negligence or similar
penalty. Any determination by the Accounting Firm shall be binding upon Employer
and the Executive.  As a result of the uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Accounting Firm
hereunder,  it is possible that Gross-Up  Payments which will not have been made
by  Employer  should  have  been  made  ("Underpayment"),  consistent  with  the
calculations required to be made hereunder.  In the event that Employer exhausts
its  remedies  pursuant to Section  15(H)(c)  and the  Executive  thereafter  is



                                       21

<PAGE>



required  to make a  payment  of any  Excise  Tax,  the  Accounting  Firm  shall
determine  the  amount  of the  Underpayment  that  has  occurred  and any  such
Underpayment  shall be  promptly  paid by  Employer to or for the benefit of the
Executive.

        (c) The Executive  shall notify  Employer in writing of any claim by the
Internal  Revenue  Service  that,  if  successful,  would require the payment by
Employer of the Gross-Up Payment.  Such  notification  shall be given as soon as
practicable  but no later than ten business days after the Executive is informed
in writing of such claim and the Executive shall apprise  Employer of the nature
of such  claim and the date on which  such claim is  requested  to be paid.  The
Executive  shall not pay such claim prior to the expiration of the 30-day period
following  the date on which it gives such notice to Employer  (or such  shorter
period  ending on the date that any payment of taxes with  respect to such claim
is due). If Employer  notifies the Executive in writing prior to the  expiration
of such period that it desires to contest such claim, the Executive shall:

         (i)      give Employer any information reasonably requested by Employer
                  relating to such claim,

         (ii)     take such action in connection  with  contesting such claim as
                  Employer  shall  reasonably  request in  writing  from time to
                  time,   including,   without   limitation,   accepting   legal
                  representation  with  respect  to such  claim  by an  attorney
                  reasonably selected by Employer,

         (iii)    cooperate with Employer in good faith in order  effectively to
                  contest such claim, and

         (iv)     permit Employer to participate in any proceedings  relating to
                  such claim;

provided,  however,  that  Employer  shall bear and pay  directly  all costs and
expenses  (including  additional  interest and penalties) incurred in connection
with such contest and shall  indemnify  and hold the Executive  harmless,  on an
after-tax  basis,  for any  Excise  Tax or income tax  (including  interest  and
penalties with respect thereto) imposed as a result of such  representation  and
payment of costs and expenses. Without limitation on the foregoing provisions of
this  Section  15(H)(c),   Employer  shall  control  all  proceedings  taken  in
connection  with such contest  and, at its sole option,  may pursue or forgo any
and all administrative appeals,  proceedings,  hearings and conferences with the
taxing  authority in respect of such claim and may, at its sole  option,  either
direct the  Executive to pay the tax claimed and sue for a refund or contest the
claim in any  permissible  manner,  and the Executive  agrees to prosecute  such
contest to a determination  before any  administrative  tribunal,  in a court of
initial  jurisdiction  and in one or more  appellate  Courts,  as Employer shall
determine; provided, however, that if Employer directs the Executive to pay such
claim and sue for a refund, Employer shall advance the amount of such payment to
the  Executive,  on an  interest-free  basis  and shall  indemnify  and hold the
Executive  harmless,  on an after-tax  basis,  from any Excise Tax or income tax
(including  interest or penalties with respect  thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further  provided that any extension of the statute of limitations  relating
to payment of taxes for the taxable year of the Executive  with respect to which
such  contested  amount is claimed to be due is limited solely to such contested
amount.  Furthermore,  Employer's  control  of the  contest  shall be limited to



                                       22

<PAGE>


issues with respect to which a Gross-Up  Payment would be payable  hereunder and
the  Executive  shall be entitled to settle or contest,  as the case may be, any
other  issue  raised  by  the  Internal  Revenue  Service  or any  other  taxing
authority.

        (d) If,  after the  receipt by the  Executive  of an amount  advanced by
Employer pursuant to Section 15(H)(c), the Executive becomes entitled to receive
any  refund  with  respect  to such  claim,  the  Executive  shall  (subject  to
Employer's  complying with the requirements of Section 15(H)(c)) promptly pay to
Employer the amount of such refund  (together with any interest paid or credited
thereon after taxes applicable thereto).  If, after the receipt by the Executive
of an amount advanced by Employer pursuant to Section 15(H)(c),  a determination
is made that the  Executive  shall not be entitled to any refund with respect to
such claim and Employer  does not notify the  Executive in writing of its intent
to contest such denial of refund prior to the  expiration  of 30 days after such
determination,  then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance  shall offset,  to the extent  thereof,
the amount of Gross-Up Payment required to be paid.

        IN WITNESS WHEREOF,  the parties have executed this Amended and Restated
Executive Employment Agreement as of the date first above written.

EXECUTIVE:                                   EMPLOYER:

                                             GREKA ENERGY CORPORATION,
                                             a Colorado corporation

/s/ Randeep S. Grewal                        By: /s/ George G. Andrews
----------------------                       -------------------------------
Randeep S. Grewal                            Printed Name: George G. Andrews
                                             Title: Director


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