AMENDMENT NO.3 TO

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                          SECURITIES PURCHASE AGREEMENT

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               This AMENDMENT No.3 TO THE SECURITIES PURCHASE AGREEMENT, dated

as of March 21, 2003, (this "Amendment") is entered into among Greka Energy

Corporation, a Colorado corporation, as borrower ("Greka"), Greka Integrated,

Inc., a Colorado corporation ("Greka Integrated"), and each of the entities

listed as a guarantor on the signature pages hereto, as guarantors (each a

"Guarantor" and collectively, the "Guarantors"), and each of the entities listed

as a purchaser on the signature pages hereto (individually, a "Required Holder"

and, collectively, the "Required Holders") and Guggenheim Investment Management,

LLC, as collateral agent (the "Collateral Agent") (collectively the "Parties"),

and amends the Securities Purchase Agreement dated as of June 26, 2002 as

amended (as further amended hereby and as the same may be further amended,

supplemented, or otherwise modified from time to time, the "Securities Purchase

Agreement") entered into among Greka as borrower, the Guarantors, each of the

entities from time to time party thereto as purchasers (individually, a

"Purchaser" and, collectively, the "Purchasers") and the Collateral Agent as

collateral agent.



                               W I T N E S S E T H

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     WHEREAS, on and effective October 28, 2002 Greka, the Guarantors, Required

Holders, Additional Senior Subordinated Purchasers, and Collateral Agent entered

into that certain Amendment No. 1 to the Securities Purchase Agreement

("AMENDMENT No.1") that provided, amongst other things, Greka to issue and sell

to certain of the Purchasers, and such Purchasers to purchase from Greka secured

Additional Senior Subordinated Notes;





     WHEREAS, pursuant to this Amendment, the parties desire to clarify the

payoff amount for the Additional Senior Subordinated Notes and the fixed amount

of interest thereon payable monthly;



     NOW, THEREFORE, in consideration of the premises and the covenants

hereinafter contained and in that of the Loan Documents, and for other good and

valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the parties hereto hereby agree as follows:



     SECTION 1.    DEFINITIONS

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     As used in this Amendment, the term "Amendment Effective Date" shall have

the meaning as of October 28, 2002. All other terms shall have the meanings

given thereto in the Securities Purchase Agreement, as amended.



     SECTION 2.    AMENDMENTS.

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     The Securities Purchase Agreement is, effective as of the Amendment

Effective Date, hereby amended as follows:



 Section 2.16 is added to read as follows:



          2.16 Payoff and Fixed Amount of Interest. Notwithstanding anything

herein to the contrary, (a) Cash Interest and Additional Interest shall be

payable monthly at the aggregate fixed amount of One Hundred Forty-Nine Thousand

Five Hundred Thirty-One Dollars ($149,531.00), and (b) Greka may payoff as

payment in full of all Obligations due in connection with the Additional Senior

Subordinated Notes at any time in the amount as of the respective date set forth

in Annex E hereto.



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     SECTION 3.    REFERENCE TO AND EFFECT ON LOAN DOCUMENTS.

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          (a) Upon the effectiveness of this Amendment, on and after the date

hereof, each reference in the Securities Purchase Agreement to "this Agreement",

"hereunder", "hereof" or words of like import, and each reference in the other

Loan Documents to the Securities Purchase Agreement, shall mean and be a

reference to the Securities Purchase Agreement as amended hereby.



          (b) The table of contents of the Securities Purchase Agreement shall

be updated to incorporate the changes effected by this Amendment.



          (c) Except as specifically provided herein, all of the terms of the

Securities Purchase Agreement and all other Loan Documents shall remain

unchanged and in full force and effect.



          (d) The execution, delivery and effectiveness of this Amendment shall

not, except as expressly provided herein, operate as a waiver of any right,

power or remedy of any Purchaser or the Collateral Agent under the Securities

Purchase Agreement or any of the Loan Documents, nor constitute a waiver of any

provision of the Securities Purchase Agreement or any of the Loan Documents.



          (e) This Amendment constitutes a Loan Document.



      SECTION 4.   EXECUTION IN COUNTERPARTS.

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          This Amendment may be executed and delivered in any number of

counterparts and by different parties hereto in separate counterparts, each of

which when so executed and delivered shall be deemed an original and all of

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