<PAGE>
                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

                CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

                  This Contribution, Conveyance and Assumption Agreement (this
"Agreement") dated effective as of October 31, 2002, is entered into by and
among Martin Resource Management Corporation, a Texas corporation ("MRMC"),
Martin Resource LLC, a Delaware limited liability company ("Martin LLC"), Martin
Midstream GP LLC, a Delaware limited liability company (the "GP"), Martin
Midstream Partners L.P., a Delaware limited partnership (the "MLP"), Martin
Operating GP LLC, a Delaware limited liability company (the "Operating GP"),
Martin Operating Partnership L.P., a Delaware limited partnership (the
"Operating Partnership"), Martin Gas Marine LLC, a Texas limited liability
company ("Marine LLC"), Martin Resources, Inc., a Texas corporation
("Resources"), Martin L.P. Gas, Inc., a Texas corporation ("MLP Gas"), Martin
Gas Sales LLC, a Texas limited liability company ("MGSLLC"), Martin Transport,
Inc., a Texas corporation ("Transport"), CF Martin Sulphur Holding Corporation,
a Nevada corporation ("CFM-SHC"), and Midstream Fuel Service LLC, an Alabama
limited liability company ("Midstream LLC").

                                    RECITALS

                  WHEREAS, prior to the date hereof, MRMC formed Martin LLC, as
a wholly-owned direct subsidiary, which in turn formed the GP, and contributed
$1,000 to it as a capital contribution in exchange for all of the membership
interests in the GP;

                  WHEREAS, in turn Martin LLC and the GP formed the MLP, with
the GP contributing $20 to it as a capital contribution in exchange for a 2%
general partner interest and Martin LLC contributing $980 to it as a capital
contribution in exchange for a 98% limited partner interest in the MLP;

                  WHEREAS, in turn Martin LLC formed the Operating GP, and
contributed $1,000 to it as a capital contribution in exchange for all of the
membership interests in the Operating GP;

                  WHEREAS, in turn Martin LLC and the Operating GP formed the
Operating Partnership, with the Operating GP contributing $1.00 in exchange for
a 0.1% general partner interest and Martin LLC contributing $999.0 in exchange
for a 99.9% limited partner interest in the Operating Partnership;

                  WHEREAS, Martin Gas Sales, Inc., a Texas corporation,
converted under Texas law into MGSLLC;

                  WHEREAS, Midstream Fuel Services, Inc., an Alabama
corporation, converted under Alabama law into Midstream LLC;

                  WHEREAS, Martin Gas Marine, Inc., a Texas corporation,
converted under Texas law into Marine LLC;



                                       1


<PAGE>

                  WHEREAS, each of the following transactions shall occur as of
12:01 A.M. Eastern Time on November 1, 2002, or on such other date prior to the
day of the closing of the offering of Common Units of the MLP (the "Closing") as
is mutually agreed upon by the parties hereto:

                  1. MRMC will contribute all of the outstanding membership
interests in Marine LLC (the "Marine Interest") and all of the outstanding
common stock of Resources (the "Resources Common Stock") to Martin LLC as a
capital contribution.

                  2. MGSLLC will contribute all of the outstanding common stock
(the "MLP Gas Common Stock") of MLP Gas to the Operating Partnership in exchange
for a 1.14% limited partner interest in the Operating Partnership;

                  3. Martin LLC will contribute the Marine Interest and the
Resources Common Stock to the Operating Partnership in exchange for a 50.13%
limited partner interest in the Operating Partnership;

                  4. The Operating Partnership will cause each of Resources and
MLP Gas to merge with and into the Operating Partnership, with the Operating
Partnership being the surviving entity.

                  5. MGSLLC will contribute to the Operating Partnership (i)
certain LPG Assets, as set forth in the Bill of Sale described in Section 2.6
below, (ii) certain real property and assets associated with the Mt. Belview
Railrack facility, (iii) all assets and property at MGSLLC's facility at 4118
Pendola Point Road, Tampa, Florida, including that certain Ground Lease
Agreement between MGSI and the Tampa Port Authority, and (iv) certain real
property and assets associated with the Stanolind Terminal, (all such assets set
forth in this paragraph referred to collectively as, the "LPG Assets") in
exchange for a 27.10% limited partner interest in the Operating Partnership;

                  6. Midstream LLC will contribute to the Operating Partnership
those assets set forth in the Bill of Sale described in Section 2.7 below
(collectively, the "Tenn-Tom Towing Assets") in exchange for a 14.30% limited
partner interest in the Operating Partnership;

                  7. Marine LLC will transfer to the Operating Partnership (i) a
25.05% interest in CF Martin Sulphur L.L.C. and (ii) certain office equipment
and vehicles (the "Marine Retained Equipment"), as more fully described in a
Bill of Sale to be executed by Marine LLC in favor of the Operating Partnership
(the "Marine Retained Equipment Bill of Sale"). All of the assets and properties
described in this recital are collectively referred to herein as the "Marine
Retained Assets";

                  8. The Operating Partnership will distribute to Martin LLC
(i)(A) the Marine Retained Assets, as more fully described in a Bill of Sale to
be executed by the Operating Partnership in favor of Martin LLC (the "Retained
Assets Bill of Sale"), and (ii)(A) a 50.00% limited partner interest in
Continental Sulfur Company LLC, (B) the lease for the facility located



                                       2
<PAGE>

in Hondo, Texas, together with all of the improvements and assets located at
such location, all as to be more fully described in an Assignment of Lease and
Bill of Sale to be executed by the Operating Partnership in favor of Martin LLC
(collectively, the "Hondo Conveyance Documents"), and (C) the real estate,
improvements and assets comprising the facility located at Troy, Alabama, all as
to be more fully described in a Special Warranty Deed and Bill of Sale to be
executed by the Operating Partnership in favor of Martin LLC (collectively, the
"Troy Conveyance Documents"). All of the assets and properties described in this
recital are collectively referred to herein as the "Retained Assets";

                  WHEREAS, on October 30, 2002, or on such other date as is
mutually agreed upon by the parties hereto, Transport shall sell the 7.3 shares
of the Common Stock of CFM-SHC (the "Transport Owned Shares") held by Transport
to MGSLLC in exchange for 40 shares of the Common Stock of MRMC;

                  WHEREAS, each of the following transactions shall occur as of
12:01 am Eastern Time on November 3, 2002, or on such other date as is mutually
agreed upon by the parties hereto (the "Dissolution Effective Time"):

                  1. Marine LLC and MGSLLC shall cause CFM-SHC to dissolve under
the laws of Nevada, and in such dissolution, CFM-SHC shall distribute its
assets, including its 49.5% limited partner interest in CF Martin Sulphur L.P.,
on a pro rata basis to Marine LLC and MGSLLC;

                  2. MGSLLC shall contribute the interest in CF Martin Sulphur
L.P. that it received upon the dissolution of CFM-SHC to the Operating
Partnership in exchange for a 7.33% limited partner interest in the Operating
Partnership;

                  WHEREAS, each of the following transactions shall occur as of
12:01 A.M. Eastern Time on the Closing (the "Closing Day Effective Time"):

                  1. MGSLLC will contribute its 35.57% limited partner interest
in the Operating Partnership to the MLP in exchange for 1,543,797 subordinated
units of the MLP representing limited partnership interests in the MLP
("Subordinated Units");

                  2. Midstream LLC will contribute its 14.30% limited partner
interest in the Operating Partnership to the MLP in exchange for 620,644
Subordinated Units;

                  3. Martin LLC will contribute (i) a 2.00% limited partner
interest in the Operating Partnership to the GP as a capital contribution, and
(ii) a 48.13% limited partner interest in the Operating Partnership and all of
its interest in the Operating GP to the MLP in exchange for 2,088,921
Subordinated Units of the MLP;

                  4. The GP will contribute the 2.00% limited partner interest
in the Operating Partnership it received from Martin LLC to the MLP in exchange
for (a) a continuation of its 2.00% general partner interest in the MLP and (b)
the issuance of incentive distribution rights to the GP;



                                       3
<PAGE>

                  5. The MLP will redeem the original 98% limited partner
interest in the MLP held by Martin LLC for $980 in cash.

                  WHEREAS, following the Closing, the Operating Partnership will
cause Marine LLC to merge with and into the Operating Partnership, with the
Operating Partnership being the Surviving Entity.

                  NOW, THEREFORE, in consideration of their mutual undertakings
and agreements hereunder, the parties to this Agreement undertake and agree as
follows:

                                   ARTICLE I
                                   RECORDATION

                  SECTION 1.1 RECORDATION OF EVIDENCE OF OWNERSHIP OF ASSETS. In
connection with the conveyances and mergers that are referred to in the recitals
to this Agreement, the parties to this Agreement acknowledge that certain
jurisdictions in which the assets of the applicable parties to such conveyances
and mergers are located may require that documents be recorded by the entities
resulting from such conveyances and mergers in order to evidence title to the
assets owned by such entities. All such documents shall evidence such new
ownership and are not intended to modify, and shall not modify, any of the
terms, covenants and conditions herein set forth.

                                   ARTICLE II
           MERGERS, CONTRIBUTIONS AND DISTRIBUTIONS OF VARIOUS ASSETS

                  SECTION 2.1 CONTRIBUTION OF MARINE INTEREST AND RESOURCES
COMMON STOCK BY MRMC TO MARTIN LLC. At the Contribution Effective Time, MRMC
hereby grants, contributes, transfers, assigns and conveys to Martin LLC, its
successors and assigns, all right, title and interest in and to (i) the Marine
Interest and (ii) the Resources Common Stock as a capital contribution.

                  SECTION 2.2 CONTRIBUTION OF MLP GAS COMMON STOCK TO THE
OPERATING PARTNERSHIP. At the Contribution Effective Time, MGSLLC hereby grants,
contributes, transfers, assigns and conveys to the Operating Partnership, its
successors and assigns, all right, title and interest in and to the MLP Gas
Common Stock in exchange for a 1.14% limited partner interest in the Operating
Partnership.

                  SECTION 2.3 CONTRIBUTION OF MARINE INTEREST AND RESOURCES
COMMON STOCK TO THE OPERATING PARTNERSHIP. At the Contribution Effective Time,
Martin LLC hereby grants, contributes, transfers, assigns and conveys to the
Operating Partnership, its successors and assigns, all right, title and interest
in and to (i) the Marine Interest and (ii) the Resources Common Stock in
exchange for a 50.13% limited partner interest in the Operating Partnership.

                  SECTION 2.4 MERGER OF RESOURCES INTO THE OPERATING
PARTNERSHIP. Pursuant to the Agreement and Plan of Merger attached hereto as
Exhibit A, at the Contribution Effective



                                       4
<PAGE>

Time, the Operating Partnership shall cause Resources to merge with and into the
Operating Partnership, with the Operating Partnership being the surviving
entity.

                  SECTION 2.5 MERGER OF MLP GAS INTO THE OPERATING PARTNERSHIP.
Pursuant to the Agreement and Plan of Merger attached hereto as Exhibit B, at
the Contribution Effective Time, the Operating Partnership shall cause MLP Gas
to merge with and into the Operating Partnership, with the Operating Partnership
being the surviving entity.

                  SECTION 2.6 CONTRIBUTION OF LPG ASSETS BY MGSLLC TO THE
OPERATING PARTNERSHIP. At the Contribution Effective Time, MGSLLC hereby grants,
contributes, transfers, assigns and conveys to the Operating Partnership, its
successors and assigns, all right, title and interest in and to the LPG Assets,
and the Operating Partnership hereby accepts the LPG Assets in exchange for a
27.10% limited partner interest in the Operating Partnership. In order to give
full effect to the foregoing grant, contribution, transfer, assignment and
conveyance, MGSLLC, as grantor, and the Operating Partnership, as grantee, shall
execute a Bill of Sale in the form attached hereto as Exhibit C together with
such other bills of sale, special warranty deeds, conveyances or other documents
required to transfer the LPG Assets in the jurisdictions in which they are
located.

                  SECTION 2.7 CONTRIBUTION OF TENN-TOM TOWING ASSETS BY
MIDSTREAM LLC TO THE OPERATING PARTNERSHIP. At the Contribution Effective Time,
Midstream LLC hereby grants, contributes, transfers, assigns and conveys to the
Operating Partnership, its successors and assigns, all right, title and interest
in and to the Tenn-Tom Towing Assets, and the Operating Partnership hereby
accepts the Tenn-Tom Towing Assets in exchange for a 14.30% limited partner
interest in the Operating Partnership. In order to give full effect to the
foregoing grant, contribution, transfer, assignment and conveyance, Midstream
LLC, as grantor, and the Operating Partnership, as grantee, shall execute a Bill
of Sale in the form attached hereto as Exhibit D together with any other bills
of sale, conveyances or other documents required by the United States Department
of Transportation or the United States Coast Guard to transfer the Tenn-Tom
Towing Assets.

                  SECTION 2.8 DISTRIBUTION OF THE MARINE RETAINED ASSETS BY
MARINE LLC TO THE OPERATING PARTNERSHIP. At the Contribution Effective Time,
Marine LLC hereby grants, distributes, transfers, assigns and conveys to the
Operating Partnership, its successors and assigns, all right, title, and
interest in and to the Marine Retained Assets. In order to give effect to the
foregoing grant, distribution, transfer, assignment and conveyance, Marine LLC,
as grantor, and the Operating Partnership, as grantee, shall execute (i) such
assignment documents as are necessary to transfer the 25.050% interest in CF
Martin Sulphur L.L.C. and (ii) the Marine Retained Equipment Bill of Sale,
together with any other bills of sale, conveyances or other documents as are
necessary to transfer the Marine Retained Assets to the Operating Partnership.

                  SECTION 2.9 DISTRIBUTION OF THE RETAINED ASSETS BY THE
OPERATING PARTNERSHIP TO MARTIN LLC. At the Contribution Effective Time, the
Operating Partnership hereby grants, distributes, transfers, assigns and conveys
to Martin LLC, its successors and assigns, all right, title, and interest in and
to the Retained Assets. In order to give full effect to the foregoing grant,
distribution, transfer, assignment and conveyance, the Operating



                                       5
<PAGE>

Partnership, as grantor, and Martin LLC, as grantee, shall execute (i) such
assignment documents as are necessary to transfer the 25.050% interest in CF
Martin Sulphur L.L.C., (ii) the Retained Assets Bill of Sale, (iii) the Hondo
Conveyance Documents, and (iv) the Troy Conveyance Documents, together with any
other bills of sale, conveyances or other documents as are necessary to transfer
the Retained Assets.

                  SECTION 2.10 PURCHASE OF TRANSPORT OWNED SHARES BY MGSLLC FROM
TRANSPORT. On October 30, 2002, or such other date as is mutually agreed upon by
the parties hereto, Transport hereby grants, contributes, transfers, assigns and
conveys to MGSLLC, its successors and assigns, all right, title and interest in
an to the Transport Owned Shares in exchange for 40 shares of the Common Stock
of MRMC.

                  SECTION 2.11 DISSOLUTION AND LIQUIDATION OF CFM-SHC. At the
Dissolution Effective Time, CFM-SHC shall liquidate, and hereby grants,
distributes, transfers, assigns and conveys to each of Marine LLC and MGSLLC,
their successors and assigns, on a pro-rata basis in accordance with the
percentage ownership that each of Marine LLC and MGSLLC hold in CFM-SHC, all
right, title and interest in and to all assets held by CFM-SHC, including its
49.5% limited partner interest in CF Martin Sulphur L.P.

                  SECTION 2.12 CONTRIBUTION OF CF MARTIN SULPHUR L.P. LIMITED
PARTNER INTEREST BY MGSLLC TO THE OPERATING PARTNERSHIP. At the Dissolution
Effective Time, MGSLLC hereby grants, contributes, transfers, assigns and
conveys to the Operating Partnership, its successors and assigns, all right,
title and interest in an to the limited partner interest in CF Martin Sulphur
L.P. that it received pursuant to Section 2.11 in exchange for a 7.33% limited
partner interest in the Operating Partnership.

                  SECTION 2.13 CONTRIBUTION OF OPERATING PARTNERSHIP INTEREST BY
MGSLLC TO THE MLP. At the Closing Day Effective Time, MGSLLC hereby grants,
contributes, transfers, assigns and conveys to the MLP, its successors and
assigns, all right, title and interest of MGSLLC in and to all of its 35.57%
limited partner interest in the Operating Partnership in exchange for 1,543,797
Subordinated Units of the MLP.

                  SECTION 2.14 CONTRIBUTION OF OPERATING PARTNERSHIP INTEREST BY
MIDSTREAM LLC TO THE MLP. At the Closing Day Effective Time, Midstream LLC
hereby grants, contributes, transfers, assigns and conveys to the MLP, its
successors and assigns, all right, title and interest of Midstream LLC in and to
its 14.30% limited partner interest in the Operating Partnership in exchange for
620,644 Subordinated Units of the MLP.

                  SECTION 2.15 CONTRIBUTION OF OPERATING PARTNERSHIP INTEREST BY
MARTIN LLC TO THE GP. At the Closing Day Effective Time, Martin LLC hereby
grants, contributes, transfers, assigns and conveys to the GP, its successors
and assigns, all right, title and interest of Martin LLC in and to a 2.00%
limited partner interest in the Operating Partnership as a contribution to the
capital of the GP.

                  SECTION 2.16 CONTRIBUTION OF OPERATING PARTNERSHIP INTEREST BY
THE GP TO THE MLP. At the Closing Day Effective Time, the GP hereby grants,
contributes, transfers,



                                       6
<PAGE>

assigns and conveys to the MLP, its successors and assigns, all right, title and
interest of the GP in and to the 2.00% limited partner interest in the Operating
Partnership that it received from Martin LLC (following the transaction set
forth in Section 2.15 above) in exchange for (a) a continuation of its 2%
general partner interest in the MLP and (b) the issuance to it by the MLP of the
incentive distribution rights under the First Amended and Restated Agreement of
Limited Partnership of the MLP.

                  SECTION 2.17 CONTRIBUTION OF OPERATING PARTNERSHIP INTEREST
AND THE OPERATING GP INTEREST BY MARTIN LLC TO THE MLP. At the Closing Day
Effective Time, Martin LLC hereby grants, contributes, transfers, assigns and
conveys to the MLP, its successors and assigns, all right, title and interest of
Martin LLC in and to (a) all of the remaining 48.13% limited partner interest in
the Operating Partnership held by Martin LLC and (b) the 100% membership
interest in the Operating GP held by Martin LLC to the MLP in exchange for
2,088,921 Subordinated Units of the MLP.

                  SECTION 2.18 REDEMPTION OF MARTIN LLC'S LIMITED PARTNER
INTEREST IN THE MLP. At the Closing Day Effective Time, the MLP hereby redeems
from Martin LLC all of Martin LLC's original 98% limited partner interest in the
MLP (exclusive of any Subordinated Units or other interests that Martin LLC has
received pursuant to the terms of this Article II), and in exchange therefore,
the MLP hereby pays to Martin LLC $980 in cash.

                  SECTION 2.19 MERGER OF MARINE LLC INTO THE OPERATING
PARTNERSHIP. Pursuant to the Agreement and Plan of Merger attached hereto as
Exhibit E, at the effective time set forth in such Agreement and Plan of Merger,
the Operating Partnership shall cause Marine LLC to merge with and into the
Operating Partnership, with the Operating Partnership being the surviving
entity.

                                  ARTICLE III
                        ASSUMPTION OF CERTAIN LIABILITIES

                  SECTION 3.1 ASSUMPTION OF LIABILITIES AND OBLIGATIONS BY THE
OPERATING PARTNERSHIP AND THE MLP.

                  (a) In connection with the contribution of the Tenn-Tom Towing
         Assets by Midstream LLC and the LPG Assets by MGSLLC to the Operating
         Partnership, as well as all of the assets (other than the Retained
         Assets) acquired by the Operating Partnership in connection with the
         mergers of Marine LLC, Resources and MLP Gas into the Operating
         Partnership, the Operating Partnership hereby assumes and agrees to
         duly and timely pay, perform and discharge all obligations and
         liabilities incurred with respect to the Contributed Assets, that arise
         from and after the date of this Agreement, to the full extent that
         either Midstream LLC, MGSLLC, Marine LLC, Resources or MLP Gas would
         have been obligated to pay, perform and discharge such obligations and
         liabilities in the future, were it not for the execution and delivery
         of this Agreement; provided, however, that said assumption and
         agreement to duly and timely pay, perform and discharge such
         obligations and liabilities shall not increase the obligation of the
         Operating Partnership with respect to such obligations and liabilities
         beyond that of any



                                       7
<PAGE>

         of Midstream as to the Tenn-Tom Towing Assets, MGSLLC as to the LPG
         Assets, or Marine LLC, Resources or MLP Gas as to the assets (other
         than the Retained Assets) acquired by the Operating Partnership in
         connection with such mergers, to the extent of such interest conveyed
         by any of Midstream LLC, MGSLLC, Marine LLC, Resources or MLP Gas. For
         purposes of this Agreement, the term "Contributed Assets" shall mean,
         collectively, the Tenn-Tom Towing Assets, the LPG Assets and all of the
         assets acquired by the Operating Partnership in connection with the
         mergers of Marine LLC, Resources and MLP Gas, but excluding the
         Retained Assets.

                  (b) In connection with the transfers of the Contributed Assets
         to the Operating Partnership, and the transfers of the Operating
         Partnership interests to the MLP, the Operating Partnership and the MLP
         will assume the existing debt as set forth on Schedule 3.1 attached
         hereto.

                                   ARTICLE IV
                                  TITLE MATTERS

                  SECTION 4.1 ENCUMBRANCES. The distributions of the Contributed
Assets in connection with the mergers of Marine LLC, Resources and MLP Gas into
the Operating Partnership, under this Agreement are made expressly subject to
all recorded and unrecorded liens, encumbrances, agreements, defects,
restrictions, adverse claim and all laws, rules, regulations, ordinances,
judgments and orders of governmental authorities or tribunals having or
asserting jurisdiction over the applicable Contributed Assets, and operations
conducted in connection therewith, in each case to the extent the same are valid
and enforceable and affect such Contributed Assets, including, without
limitation, (a) all matters that a current visual inspection of such Contributed
Assets would reflect, and (b) the liabilities assumed by the Operating
Partnership with respect to such Contributed Assets.

                  SECTION 4.2 Disclaimer of Warranties; Subrogation; Waiver of
Bulk Sales Laws.

                  (a) (i) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
         THIS AGREEMENT, THE MLP AND THE OPERATING PARTNERSHIP ACKNOWLEDGE AND
         AGREE THAT MRMC, MIDSTREAM LLC, MGSLLC, MARINE LLC, RESOURCES, AND MLP
         GAS HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM,
         ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR
         GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS,
         IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT (ALL OF WHICH
         ARE EXPRESSLY DISCLAIMED BY MRMC, MIDSTREAM LLC, MGSLLC, MARINE LLC,
         RESOURCES AND MLP GAS), REGARDING (1) THE TITLE, VALUE, NATURE, QUALITY
         OR CONDITION OF THE CONTRIBUTED ASSETS, (2) THE INCOME TO BE DERIVED
         FROM THE CONTRIBUTED ASSETS, (3) THE SUITABILITY OF THE CONTRIBUTED
         ASSETS FOR ANY AND ALL ACTIVITIES AND USES WHICH THE MLP MAY CONDUCT
         THEREON, (4) THE COMPLIANCE OF OR BY THE CONTRIBUTED ASSETS, OR THEIR



                                       8
<PAGE>

         OPERATIONS WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING,
         ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES,
         REGULATIONS, ORDERS OR REQUIREMENTS), OR (5) THE HABITABILITY,
         MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A
         PARTICULAR PURPOSE OF THE CONTRIBUTED ASSETS.

                  (ii) THE MLP AND THE OPERATING PARTNERSHIP ACKNOWLEDGE AND
         AGREE THAT THEY HAVE HAD THE OPPORTUNITY TO INSPECT THE CONTRIBUTED
         ASSETS, AND THAT THEY ARE RELYING SOLELY ON THEIR OWN INVESTIGATION OF
         THE CONTRIBUTED ASSETS, AND NOT ON ANY INFORMATION PROVIDED OR TO BE
         PROVIDED BY MRMC, MIDSTREAM LLC, MGSLLC, MARINE LLC, RESOURCES OR MLP
         GAS. MRMC, MIDSTREAM LLC, MGSLLC, MARINE LLC, RESOURCES AND MLP GAS ARE
         NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
         REPRESENTATIONS OR INFORMATION PERTAINING TO THE CONTRIBUTED ASSETS,
         FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY.

                  (iii) THE MLP AND THE OPERATING PARTNERSHIP ACKNOWLEDGE THAT
         TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE
         CONTRIBUTED ASSETS, AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS",
         "WHERE IS" BASIS WITH ALL FAULTS AND THE CONTRIBUTED ASSETS, ARE
         CONTRIBUTED OR DISTRIBUTED AND CONVEYED BY MIDSTREAM, MGSI, MARINE LLC,
         RESOURCES AND MLP GAS SUBJECT TO THE FOREGOING. THIS PARAGRAPH SHALL
         SURVIVE SUCH CONTRIBUTION OR DISTRIBUTION AND CONVEYANCE OR THE
         TERMINATION OF THIS AGREEMENT.

                  (iv) THE PROVISIONS OF THIS SECTION 4.2 HAVE BEEN NEGOTIATED
         BY MRMC, MIDSTREAM LLC, MGSLLC, MARINE LLC, RESOURCES, MLP GAS, THE MLP
         AND THE OPERATING PARTNERSHIP AFTER DUE CONSIDERATION AND ARE INTENDED
         TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR
         WARRANTIES OF MRMC, MIDSTREAM LLC, MGSLLC, MARINE LLC, RESOURCES AND
         MLP GAS, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE
         CONTRIBUTED ASSETS, THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER
         IN EFFECT, OR OTHERWISE.

                  (b) The distributions and contributions of the Contributed
         Assets, made under this Agreement are made with full rights of
         substitution and subrogation of the Operating Partnership, and all
         persons claiming by, through and under the Operating Partnership, to
         the extent assignable, in and to all covenants and warranties by the
         predecessors-in-title of Midstream LLC, MGSLLC, Marine LLC, Resources
         and MLP Gas, and with full subrogation of all rights accruing under
         applicable statutes of limitation and all rights of action of warranty
         against all former owners of the Contributed Assets.



                                       9
<PAGE>

                  (c) Midstream LLC, MGSLLC, Marine LLC, Resources, MLP Gas, the
         MLP, the GP, the Operating Partnership and Operating GP agree that the
         disclaimers contained in this Section 4.2 are "conspicuous"
         disclaimers. Any covenants implied by statute or law by the use of the
         words "grant," "convey," "bargain," "sell," "assign," "transfer,"
         "deliver," or "set over" or any of them or any other words used in this
         Agreement or any exhibits hereto are hereby expressly disclaimed,
         waived or negated.

                  (d) Each of the parties hereto hereby waives compliance with
         any applicable bulk sales law or any similar law in any applicable
         jurisdiction in respect of the transactions contemplated by this
         Agreement. "Laws" means any and all laws, statutes, ordinances, rules
         or regulations promulgated by a governmental authority, orders of a
         governmental authority, judicial decisions, decisions of arbitrators or
         determinations of any governmental authority or court.

                                   ARTICLE V
                               FURTHER ASSURANCES

                  SECTION 5.1 FURTHER ASSURANCES. From time to time after the
date hereof, and without any further consideration, Midstream LLC, MGSLLC,
Martin LLC, the GP, the MLP, the Operating GP and the Operating Partnership
shall execute, acknowledge and deliver all such additional deeds, assignments,
bills of sale, conveyances, instruments, notices, releases, acquittances and
other documents, and will do all such other acts and things, all in accordance
with applicable law, as may be necessary or appropriate more fully and
effectively to vest in the Operating Partnership and the MLP and their
successors and assigns beneficial and record title to the Contributed Assets
hereby contributed and assigned to the Operating Partnership or intended so to
be and to more fully and effectively carry out the purposes and intent of this
Agreement.

                  SECTION 5.2 OTHER ASSURANCES. From time to time after the date
hereof, and without any further consideration, each of the parties to this
Agreement shall execute, acknowledge and deliver all such additional
instruments, notices and other documents, and will do all such other acts and
things, all in accordance with applicable law, as may be necessary or
appropriate to more fully and effectively carry out the purposes and intent of
this Agreement.

                                   ARTICLE VI
                                  MISCELLANEOUS

                  SECTION 6.1 HEADINGS; REFERENCES; INTERPRETATION. All article
and section headings in this Agreement are for convenience only and shall not be
deemed to control or affect the meaning or construction of any of the provisions
hereof. The words "hereof," "herein" and "hereunder" and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole,
including without limitation, all exhibits attached hereto, and not to any
particular provision of this Agreement. All references herein to articles,
sections, and exhibits shall, unless the context requires a different
construction, be deemed to be references to the articles, sections and exhibits
of this Agreement, respectively, and all such Exhibits attached hereto are
hereby incorporated herein and made a part hereof for all purposes. All personal
pronouns used in this Agreement, whether used in the masculine, feminine or
neuter gender,



                                       10
<PAGE>

shall include all other genders, and the singular shall include the plural and
vice versa. The use herein of the word "including" following any general
statement, term or matter shall not be construed to limit such statement, term
or matter to the specific items or matters set forth immediately following such
word or to similar items or matters, whether or not non-limiting language (such
as "without limitation," "but not limited to," or words of similar import) is
used with reference thereto, but rather shall be deemed to refer to all other
items or matters that could reasonably fall within the broadest possible scope
of such general statement, term or matter.

                  SECTION 6.2 SUCCESSORS AND ASSIGNS. The Agreement shall be
binding upon and inure to the benefit of the parties signatory hereto and their
respective successors and assigns.

                  SECTION 6.3 NO THIRD PARTY RIGHTS. The provisions of this
Agreement are intended to bind the parties signatory hereto as to each other and
are not intended to and do not create rights in any other person or confer upon
any other person any benefits, rights or remedies and no person is or is
intended to be a third party beneficiary of any of the provisions of this
Agreement.

                  SECTION 6.4 COUNTERPARTS. This Agreement may be executed in
any number of counterparts, all of which together shall constitute one agreement
binding on the parties hereto.

                  SECTION 6.5 GOVERNING LAW. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Texas applicable
to contracts made and to be performed wholly within such state without giving
effect to conflict of law principles thereof, except to the extent that it is
mandatory that the law of some other jurisdiction, shall apply.

                  SECTION 6.6 SEVERABILITY. If any of the provisions of this
Agreement are held by any court of competent jurisdiction to contravene, or to
be invalid under, the laws of any political body having jurisdiction over the
subject matter hereof, such contravention or invalidity shall not invalidate the
entire Agreement. Instead, this Agreement shall be construed as if it did not
contain the particular provision or provisions held to be invalid, and an
equitable adjustment shall be made and necessary provision added so as to give
effect to the intention of the parties as expressed in this Agreement at the
time of execution of this Agreement.

                  SECTION 6.7 AMENDMENT OR MODIFICATION. This Agreement may be
amended or modified from time to time only by the written agreement of all the
parties hereto.

                  SECTION 6.8 INTEGRATION. This Agreement, together with that
certain Omnibus Agreement dated of even date herewith, to be entered into by and
among MRMC, certain of MRMC's subsidiaries, the MLP, the GP, the Operating
Partnership and the Operating GP (the "Omnibus Agreement"), supersedes all
previous understandings or agreements between the parties, whether oral or
written, with respect to its subject matter. This document is an integrated
agreement which contains the entire understanding of the parties. No
understanding, representation, promise or agreement, whether oral or written,
other than those contained in the Omnibus Agreement, is intended to be or shall
be included in or form part of this Agreement



                                       11
<PAGE>

unless it is contained in a written amendment hereto executed by the parties
hereto after the date of this Agreement.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



                                       12
<PAGE>


                  IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.


                                 MARTIN RESOURCE MANAGEMENT CORPORATION


                                 By: /s/ Robert D. Bondurant
                                     Robert D. Bondurant
                                     Chief Financial Officer


                                 MARTIN MIDSTREAM GP LLC


                                 By: /s/ Robert D. Bondurant
                                     Robert D. Bondurant
                                     Chief Financial Officer


                                 MARTIN MIDSTREAM PARTNERS L.P.

                                 By: MARTIN MIDSTREAM GP LLC


                                     By: /s/ Robert D. Bondurant
                                         Robert D. Bondurant
                                         Chief Financial Officer


                                 MARTIN GAS MARINE LLC

                                 By: Martin Resource Management Corporation
                                     As Sole Member


                                     By: /s/ Robert D. Bondurant
                                         Robert D. Bondurant
                                         Chief Financial Officer



                                       13
<PAGE>


                                 MARTIN RESOURCES, INC.


                                 By: /s/ Robert D. Bondurant
                                     Robert D. Bondurant
                                     Chief Financial Officer


                                 MARTIN GAS SALES LLC


                                 By: Martin Resource Management Corporation
                                     As Sole Member


                                     By: /s/ Robert D. Bondurant
                                         Robert D. Bondurant
                                         Chief Financial Officer


                                 MARTIN L.P. GAS, INC.


                                 By: /s/ Robert D. Bondurant
                                     Robert D. Bondurant
                                     Chief Financial Officer


                                 MARTIN TRANSPORT, INC.


                                 By: /s/ Robert D. Bondurant
                                     Robert D. Bondurant
                                     Chief Financial Officer


                                 MARTIN RESOURCE LLC

                                 By: Martin Resource Management Corporation
                                     As Sole Member


                                     By: /s/ Robert D. Bondurant
                                         Robert D. Bondurant
                                         Chief Financial Officer



                                       14
<PAGE>


                                 CF MARTIN SULPHUR HOLDING CORPORATION


                                 By: /s/ Robert D. Bondurant
                                     Robert D. Bondurant
                                     Chief Financial Officer


                                 MIDSTREAM FUEL SERVICE LLC


                                 By: Martin Resource Management Corporation
                                     As Sole Member


                                     By: /s/ Ruben S. Martin, III
                                     Name: Ruben S. Martin, III
                                     Title: President


                                 MARTIN OPERATING GP LLC

                                 By: Martin Resource LLC
                                     As Sole Member

                                     By: Martin Resource Management Corporation
                                         As Sole Member

                                         By: /s/ Ruben S. Martin, III
                                             Name: Ruben S. Martin, III
                                             Title: President



                                       15
<PAGE>
                                 MARTIN OPERATING PARTNERSHIP L.P.

                                 By: Martin Operating GP LLC, its General
                                     Partner

                                     By: Martin Resource LLC,
                                         As Sole Member

                                         By: Martin Resource Management
                                             Corporation
                                             As Sole Member


                                             By: /s/ Robert D. Bondurant
                                                 Robert D. Bondurant
                                                 Chief Financial Officer



                                       16
<PAGE>


                                    EXHIBIT A



<PAGE>


                          AGREEMENT AND PLAN OF MERGER


                                     BETWEEN

                             MARTIN RESOURCES, INC.

                                       AND

                        MARTIN OPERATING PARTNERSHIP L.P.




                          DATED AS OF NOVEMBER 1, 2002


<PAGE>


                          AGREEMENT AND PLAN OF MERGER


         This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of
November 1], 2002, but effective as of the Effective Time (as defined in Section
1.2), between Martin Resources, Inc., a Texas corporation ("Resources"), and
Martin Operating Partnership L.P., a Delaware limited partnership (the
"Partnership");

                                   WITNESSETH:

         WHEREAS, the Board of Directors of Resources has determined that it is
in the best interests of Resources and its sole shareholder to effectuate a
merger whereby Resources will be merged with and into the Partnership with the
Partnership being the surviving entity (the "Merger");

         WHEREAS, Martin Operating GP LLC, a Delaware limited liability company
and the General Partner of the Partnership (the "General Partner"), has
determined that it is in the best interests of the Partnership and its partners
to effectuate the Merger;

         WHEREAS, the Board of Directors of Resources and the sole member of the
General Partner have each approved the Merger, upon the terms and subject to the
conditions set forth in this Agreement; and

         NOW, THEREFORE, in consideration of the foregoing and of the covenants
and agreements contained herein, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                                   ARTICLE I
                                   THE MERGER

         Section 1.1 The Merger. Subject to the terms and conditions of this
Agreement, and in accordance with the Texas Business Corporation Act (the
"TBCA") and the Delaware Revised Uniform Limited Partnership Act (the "DRULPA"),
at the Effective Time, Resources shall be merged with and into the Partnership
in accordance with this Agreement, and the separate corporate existence of
Resources shall thereupon cease. The Partnership shall continue as the surviving
entity in the Merger (sometimes hereinafter referred to as the "Surviving
Entity"), and all the properties, rights, privileges, powers and franchises of
Resources shall vest in the Surviving Entity without any transfer or assignment
having occurred, and all debts, liabilities and duties of Resources shall attach
to the Surviving Entity, all in accordance with the TBCA and the DRULPA.

         Section 1.2 Filing Certificate of Merger; Effective Time. As soon as
practicable following the satisfaction or, to the extent permitted by applicable
law, waiver of the conditions set forth in Article IV, if this Agreement shall
not have been terminated prior thereto as provided in Section 5.1, Resources and
the Partnership shall cause (i) articles of merger meeting the requirements of
Section 5.04 of the TBCA (the "Articles of Merger") and (ii) a certificate of




<PAGE>

merger meeting the requirements of Section 17-211 of the DRULPA (together with
the Articles of Merger, the "Merger Filings") to be properly executed and filed
in accordance with each such section. The Merger shall become effective at the
later of (1) the time of filing of the Merger Filings with the Secretaries of
State of the States of Texas and Delaware and (2) at 12:01 Eastern time on
November 1, 2002 (the "Effective Time").

                                   ARTICLE II
                                SURVIVING ENTITY

         Section 2.1 Name of Surviving Entity. The name of the Surviving Entity
shall be "Martin Operating Partnership L.P."

         Section 2.2 Certificate of Limited Partnership of Surviving Entity. The
Certificate of Limited Partnership of the Partnership shall continue to be the
Certificate of Limited Partnership of the Surviving Entity until amended as
provided therein and under the DRULPA.

                                  ARTICLE III
                          CANCELLATION OF COMMON STOCK

         Section 3.1 Cancellation of Common Stock in the Merger. At the
Effective Time, by virtue of the Merger and without any action on the part of
Resources or the sole shareholder of Resources, (i) each issued and outstanding
share of Common Stock shall be automatically cancelled, and (ii) each issued
share, if any, held by Resources as a treasury share shall be cancelled without
receipt of any consideration therefor.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

         The respective obligation of each party to effect the Merger is subject
to the satisfaction or waiver of the following conditions:

                  (a) None of the parties hereto shall be subject to any decree,
         order or injunction of a court of competent jurisdiction, U.S. or
         foreign, which prohibits the consummation of the Merger.

                  (b) Other than the filing of the Merger Filings provided for
         under Article I, all material consents, appeals, authorizations of, or
         filings or registrations with and notices to any governmental or
         regulatory authority required of Resources and the Partnership or any
         of their subsidiaries to consummate the Merger and the other
         transactions contemplated hereby, shall have been made or obtained.

                  (c) Any consents required under instruments evidencing
         indebtedness and any consents required under any contracts to which
         Resources or any subsidiary of Resources is a party, shall have been
         obtained.



                                      A-2

<PAGE>

                                   ARTICLE V
                        TERMINATION, AMENDMENT AND WAIVER

         Section 5.1 Termination. This Agreement may be terminated at any time
prior to the Effective Time by action of the Board of Directors of Resources or
the General Partner.

         Section 5.2 Effect of Termination. In the event of termination of this
Agreement as provided in Section 5.1, this Agreement shall forthwith become void
and have no effect, without any liability or obligation on the part of Resources
or the Partnership.

         Section 5.3 Amendment. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

         Section 5.4 Waiver. At any time prior to the Effective Time, the
parties may waive compliance by the other parties with any of the agreements
contained in this Agreement, or may waive any of the conditions to consummation
of the Merger contained in this Agreement. Any agreement on the part of a party
to any such waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party. The failure of any party to this Agreement to
assert any of its rights under this Agreement or otherwise shall not constitute
a waiver of such rights.

                                   ARTICLE VI
                               GENERAL PROVISIONS

         Section 6.1 Assignment; Binding Effect; Benefit. Neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by
any of the parties hereto (whether by operation of law or otherwise) without the
prior written consent of the other parties. Subject to the preceding sentence,
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns. Notwithstanding
anything contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

         Section 6.2 Entire Agreement. This Agreement and any documents
delivered by the parties in connection herewith constitute the entire agreement
among the parties with respect to the subject matter hereof and supersede all
prior agreements and understandings among the parties with respect thereto. No
addition to or modification of any provision of this Agreement shall be binding
upon any party hereto unless made in writing and signed by all parties hereto.

         Section 6.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
its rules of conflict of laws.

         Section 6.4 Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all



                                      A-3
<PAGE>

such counterparts shall together constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof each signed by less than
all, but together signed by all of the parties hereto.

         Section 6.5 Headings. Headings of the Articles and Sections of this
Agreement are for the convenience of the parties only and shall be given no
substantive or interpretative effect whatsoever.



                                      A-4
<PAGE>


         IN WITNESS WHEREOF, Resources and the Partnership have caused this
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.

                                   MARTIN RESOURCES, INC.


                                   By:
                                      -----------------------------------------
                                      Robert D. Bondurant
                                      Chief Financial Officer



                                   MARTIN OPERATING PARTNERSHIP L.P.

                                   By: Martin Operating GP LLC
                                       Its General Partner

                                       By: Martin Resource LLC
                                           Its Sole Member

                                           By: Martin Resource Management
                                               Corporation
                                               Its Sole Member


                                               By:
                                                  -----------------------------
                                                  Robert D. Bondurant
                                                  Chief Financial Officer



                                      A-5
<PAGE>



                                    EXHIBIT B

<PAGE>


                          AGREEMENT AND PLAN OF MERGER


                                     BETWEEN

                              MARTIN L.P. GAS, INC.

                                       AND

                        MARTIN OPERATING PARTNERSHIP L.P.




                          DATED AS OF NOVEMBER 1, 2002


<PAGE>


                          AGREEMENT AND PLAN OF MERGER


         This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of
November 1, 2002, but effective as of the Effective Time (as defined in Section
1.2), between Martin L.P. Gas, Inc., a Texas corporation ("MLPG"), and Martin
Operating Partnership L.P., a Delaware limited partnership (the "Partnership");

                                   WITNESSETH:

         WHEREAS, the Board of Directors of MLPG has determined that it is in
the best interests of MLPG and its sole shareholder to effectuate a merger
whereby MLPG will be merged with and into the Partnership with the Partnership
being the surviving entity (the "Merger");

         WHEREAS, Martin Operating GP LLC, a Delaware limited liability company
and the General Partner of the Partnership (the "General Partner"), has
determined that it is in the best interests of the Partnership and its partners
to effectuate the Merger;

         WHEREAS, the Board of Directors of MLPG and the sole member of the
General Partner have each approved the Merger, upon the terms and subject to the
conditions set forth in this Agreement; and

         NOW, THEREFORE, in consideration of the foregoing and of the covenants
and agreements contained herein, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                                   ARTICLE I
                                   THE MERGER

         Section 1.1 The Merger. Subject to the terms and conditions of this
Agreement, and in accordance with the Texas Business Corporation Act (the
"TBCA") and the Delaware Revised Uniform Limited Partnership Act (the "DRULPA"),
at the Effective Time, MLPG shall be merged with and into the Partnership in
accordance with this Agreement, and the separate corporate existence of MLPG
shall thereupon cease. The Partnership shall continue as the surviving entity in
the Merger (sometimes hereinafter referred to as the "Surviving Entity"), and
all the properties, rights, privileges, powers and franchises of MLPG shall vest
in the Surviving Entity without any transfer or assignment having occurred, and
all debts, liabilities and duties of MLPG shall attach to the Surviving Entity,
all in accordance with the TBCA and the DRULPA.

         Section 1.2 Filing Certificate of Merger; Effective Time. As soon as
practicable following the satisfaction or, to the extent permitted by applicable
law, waiver of the conditions set forth in Article IV, if this Agreement shall
not have been terminated prior thereto as provided in Section 5.1, MLPG and the
Partnership shall cause (i) articles of merger meeting the requirements of
Section 5.04 of the TBCA (the "Articles of Merger") and (ii) a certificate of
merger meeting the requirements of Section 17-211 of the DRULPA (together with
the Articles





<PAGE>

of Merger, the "Merger Filings") to be properly executed and filed in accordance
with each such section. The Merger shall become effective at the later of (1)
the time of filing of the Merger Filings with the Secretaries of State of the
States of Texas and Delaware and (2) at 12:01 a.m. Eastern time on November 1,
2002 (the "Effective Time").

                                   ARTICLE II
                                SURVIVING ENTITY

         Section 2.1 Name of Surviving Entity. The name of the Surviving Entity
shall be "Martin Operating Partnership L.P."

         Section 2.2 Certificate of Limited Partnership of Surviving Entity. The
Certificate of Limited Partnership of the Partnership shall continue to be the
Certificate of Limited Partnership of the Surviving Entity until amended as
provided therein and under the DRULPA.

                                  ARTICLE III
                          CANCELLATION OF COMMON STOCK

         Section 3.1 Cancellation of Common Stock in the Merger. At the
Effective Time, by virtue of the Merger and without any action on the part of
MLPG or the sole shareholder of MLPG, (i) each issued and outstanding share of
Common Stock shall be automatically cancelled, and (ii) each issued share, if
any, held by MLPG as a treasury share shall be cancelled without receipt of any
consideration therefor.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

         The respective obligation of each party to effect the Merger is subject
to the satisfaction or waiver of the following conditions:

                  (a) None of the parties hereto shall be subject to any decree,
         order or injunction of a court of competent jurisdiction, U.S. or
         foreign, which prohibits the consummation of the Merger.

                  (b) Other than the filing of the Merger Filings provided for
         under Article I, all material consents, appeals, authorizations of, or
         filings or registrations with and notices to any governmental or
         regulatory authority required of MLPG and the Partnership or any of
         their subsidiaries to consummate the Merger and the other transactions
         contemplated hereby, shall have been made or obtained.

                  (c) Any consents required under instruments evidencing
         indebtedness and any consents required under any contracts to which
         MLPG or any subsidiary of MLPG is a party, shall have been obtained.



                                      B-2

<PAGE>

                                   ARTICLE V
                        TERMINATION, AMENDMENT AND WAIVER

         Section 5.1 Termination. This Agreement may be terminated at any time
prior to the Effective Time by action of the Board of Directors of MLPG or the
General Partner.

         Section 5.2 Effect of Termination. In the event of termination of this
Agreement as provided in Section 5.1, this Agreement shall forthwith become void
and have no effect, without any liability or obligation on the part of MLPG or
the Partnership.

         Section 5.3 Amendment. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

         Section 5.4 Waiver. At any time prior to the Effective Time, the
parties may waive compliance by the other parties with any of the agreements
contained in this Agreement, or may waive any of the conditions to consummation
of the Merger contained in this Agreement. Any agreement on the part of a party
to any such waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party. The failure of any party to this Agreement to
assert any of its rights under this Agreement or otherwise shall not constitute
a waiver of such rights.

                                   ARTICLE VI
                               GENERAL PROVISIONS

         Section 6.1 Assignment; Binding Effect; Benefit. Neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by
any of the parties hereto (whether by operation of law or otherwise) without the
prior written consent of the other parties. Subject to the preceding sentence,
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns. Notwithstanding
anything contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

         Section 6.2 Entire Agreement. This Agreement and any documents
delivered by the parties in connection herewith constitute the entire agreement
among the parties with respect to the subject matter hereof and supersede all
prior agreements and understandings among the parties with respect thereto. No
addition to or modification of any provision of this Agreement shall be binding
upon any party hereto unless made in writing and signed by all parties hereto.

         Section 6.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
its rules of conflict of laws.

         Section 6.4 Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same instrument. Each counterpart may



                                      B-3
<PAGE>

consist of a number of copies hereof each signed by less than all, but together
signed by all of the parties hereto.

         Section 6.5 Headings. Headings of the Articles and Sections of this
Agreement are for the convenience of the parties only and shall be given no
substantive or interpretative effect whatsoever.



                                      B-4
<PAGE>


         IN WITNESS WHEREOF, MLPG and the Partnership have caused this Agreement
to be signed by their respective officers thereunto duly authorized, all as of
the date first written above.

                              MARTIN L.P. GAS, INC.


                              By:
                                 ----------------------------------------------
                                 Robert D. Bondurant
                                 Chief Financial Officer


                              MARTIN OPERATING PARTNERSHIP L.P.

                              By: Martin Operating GP LLC
                                  Its General Partner

                                  By: Martin Resource LLC
                                      Its Sole Member

                                      By: Martin Resource Management
                                          Corporation
                                          Its Sole Member


                                          By:
                                             ----------------------------------
                                             Robert D. Bondurant
                                             Chief Financial Officer



                                      B-5
<PAGE>


                                    EXHIBIT C


<PAGE>


                             CONVEYANCE, ASSIGNMENT
                                AND BILL OF SALE


         Recording Requested by and When Recorded Return to: Baker Botts L.L.P.,
2001 Ross Avenue, Dallas, Texas 75201, Attn: Chad D. Burkhardt.

                     CONVEYANCE, ASSIGNMENT AND BILL OF SALE

         This Conveyance, Assignment and Bill of Sale (this "Conveyance"),
effective as of 12:01 A.M. Eastern Time on November 1, 2002 (the "Effective
Date"), is from MARTIN GAS SALES LLC, a Texas limited liability company (herein
called "Grantor"), and in favor of MARTIN OPERATING PARTNERSHIP L.P., whose
mailing address is 4200 Stone Road, Kilgore Texas 75662 (herein called
"Grantee").

                                    ARTICLE I
                          GRANTING AND HABENDUM CLAUSES

         1.1 GRANTING AND HABENDUM CLAUSES. For good and valuable consideration,
the receipt and sufficiency of which Grantee hereby acknowledges, Grantor hereby
contributes, conveys, assigns, transfers, delivers, and sets over unto Grantee,
its successors and assigns, all right, title, interests and estate of Grantor in
and to the following described property, to-wit:

         ALL OF THE ASSETS SET FORTH ON SCHEDULE A ATTACHED HERETO

The property described in this Section 1.1 shall be referred to herein
collectively as the "Subject Property".

         TO HAVE AND TO HOLD the Subject Property, subject to the terms and
conditions hereof, unto Grantee, its successors and assigns, forever.

                                   ARTICLE II
                      ENCUMBRANCES AND WARRANTY DISCLAIMERS

         2.1 PERMITTED ENCUMBRANCES. This Conveyance is made and accepted
expressly subject to (a) all liens, charges, encumbrances, contracts,
agreements, instruments, obligations, defects, restrictions, security interests,
options or preferential rights to purchase, adverse claims, reservations,
exceptions, easements, rights-of-way, conditions, leases, other matters
affecting the Subject Property or to which it is subject; and (b) to all matters
that a current on the ground survey or visual inspection would reflect.

         2.2 CONTRIBUTION AGREEMENT. This Conveyance is expressly made subject
to the terms and conditions of that certain Contribution, Conveyance and
Assumption Agreement dated as of October __, 2002, among Grantor, Grantee and
the other parties thereto (the "Contribution Agreement"). All capitalized terms
used herein shall have the meanings given to such terms in the Contribution
Agreement, unless otherwise defined herein. Nothing contained in this





<PAGE>

Conveyance shall in any way affect the provisions set forth in the Contribution
Agreement nor shall this Conveyance expand or contract any rights or remedies
under the Contribution Agreement. This Conveyance is intended only to effect the
transfer of the Subject Property to Grantee as provided for in the Contribution
Agreement and shall be governed entirely in accordance with the terms and
conditions of the Contribution Agreement. In the event of a conflict between the
terms of this Conveyance and the terms of the Contribution Agreement, the terms
of the Contribution Agreement shall prevail.

         2.3 DISCLAIMER OF WARRANTIES; SUBROGATION. Except as expressly provided
herein or in the Contribution Agreement, this Conveyance is made, and is
accepted by Grantee, without warranty of title, express, implied or statutory,
and without recourse, but with full substitution and subrogation of Grantee, and
all persons claiming by, through, and under Grantee, to the extent assignable,
in and to all covenants and warranties by the predecessors in title of Grantor
and with full subrogation of all rights accruing under applicable statutes of
limitation or prescription and all rights of action of warranty against all
former owners of the Subject Property. Except as expressly provided herein or in
the Contribution Agreement, any covenants implied by statute or by the use of
the words "convey", "sell", "assign", "transfer", "deliver", or "set over" or
any of them or any other words used in this Conveyance, are hereby expressly
disclaimed, waived and negated.

                                   ARTICLE III
                                  MISCELLANEOUS

         3.1 FURTHER ASSURANCES. Grantor and Grantee agree to take all such
further actions and to execute, acknowledge and deliver all such further
documents that are necessary or useful in carrying out the purposes of this
Conveyance. So long as authorized by applicable law so to do, Grantor agrees to
execute, acknowledge and deliver to Grantee all such other additional
instruments, notices, affidavits, deeds, conveyances, assignments and other
documents and to do all such other and further acts and things as may be
necessary or useful to more fully and effectively grant, bargain, assign,
convey, transfer and deliver to Grantee the Subject Property conveyed hereby or
intended so to be conveyed.

         3.2 SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARY. This Conveyance
shall be binding upon, and shall and inure to the benefit of, Grantor and
Grantee and their successors and assigns. The provisions of this Conveyance are
not intended to and do not create rights in any other person or entity or confer
upon any other person or entity any benefits, rights or remedies and no person
or entity is or is intended to be a third party beneficiary of any of the
provisions of this Conveyance.

         3.3 GOVERNING LAW. This Conveyance and the legal relations between the
parties shall be governed by, and construed in accordance with, the laws of the
State of Texas, excluding any conflict of law rule which would refer any issue
to the laws of another jurisdiction, except when it is mandatory that the law of
the jurisdiction wherein the Subject Property is located shall apply.



                                      C-2
<PAGE>

         3.4 HEADINGS; REFERENCES; DEFINED TERMS. All Section headings in this
Conveyance are for convenience only and shall not be deemed to control or affect
the meaning or construction of any of the provisions hereof. The words "hereof",
"herein" and "hereunder" and words of similar import, when used in this
Conveyance, shall refer to this Conveyance as a whole, including, without
limitation, all Schedules and Exhibits attached hereto, and not to any
particular provision of this Conveyance.

         3.5 COUNTERPARTS. This Conveyance may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.

         3.6 SEVERABILITY. If any of the provisions of this Conveyance are held
by any court of competent jurisdiction to contravene, or to be invalid under,
the laws of any political body having jurisdiction over the subject matter
hereof, such contravention or invalidity shall not invalidate the entire
agreement. Instead, this Conveyance shall be construed as if it did not contain
the particular provision or provisions held to be invalid and an equitable
adjustment shall be made and necessary provision added so as to give effect to
the intention of the parties as expressed in this Conveyance at the time of
execution of this Conveyance.



                                      C-3

<PAGE>

         IN WITNESS WHEREOF, this Conveyance has been duly executed by the
parties hereto on the dates of the acknowledgments set forth below, to be
effective, however, as of the Effective Date.

                             GRANTOR:

                             MARTIN GAS SALES LLC,

                             By: Martin Resource LLC,
                                 Its sole member

                                 By: Martin Resource Management
                                     Corporation,
                                     Its sole member


                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------


                             GRANTEE

                             MARTIN OPERATING PARTNERSHIP L.P.

                             By: Martin Operating GP LLC,
                                 Its general partner

                                 By: Martin Resource LLC,
                                     Its sole member

                                     By: Martin Resource Management Corporation,
                                         Its sole member

                                         By:
                                            -----------------------------------
                                         Name:
                                              ---------------------------------
                                         Title:
                                               --------------------------------



                                      C-4

<PAGE>
THE STATE OF TEXAS                  )
                                    )
COUNTY OF _________                 )


         This instrument was acknowledged before me on the ____ day of
___________, 2002, by ______________, ______________ of [.], on behalf of and in
[HIS/HER] capacity as __________ of [.].


                                            -----------------------------------
                                            NOTARY PUBLIC


My Commission Expires:

------------------------


THE STATE OF TEXAS                  )
                                    )
COUNTY OF _________                 )


         This instrument was acknowledged before me on the ____ day of
___________, 2002, by ______________, ______________ of [.], on behalf of and in
[HIS/HER] capacity as __________ of [.].


                                            -----------------------------------
                                            NOTARY PUBLIC


My Commission Expires:

------------------------



                                      C-5


<PAGE>


                                   SCHEDULE A



                                      C-6


<PAGE>



                                    EXHIBIT D



<PAGE>



                             CONVEYANCE, ASSIGNMENT
                                AND BILL OF SALE


         Recording Requested by and When Recorded Return to: Baker Botts L.L.P.,
2001 Ross Avenue, Dallas, Texas 75201, Attn: Chad D. Burkhardt.

                     CONVEYANCE, ASSIGNMENT AND BILL OF SALE

         This Conveyance, Assignment and Bill of Sale (this "Conveyance"),
effective as of 12:01 A.M. Eastern Time on November 1, 2002 (the "Effective
Date"), is from MIDSTREAM FUEL SERVICE LLC, an Alabama limited liability company
(herein called "Grantor"), and in favor of MARTIN OPERATING PARTNERSHIP L.P.,
whose mailing address is 4200 Stone Road, Kilgore Texas 75662 (herein called
"Grantee").

                                    ARTICLE I
                          GRANTING AND HABENDUM CLAUSES

         1.1 GRANTING AND HABENDUM CLAUSES. For good and valuable consideration,
the receipt and sufficiency of which Grantee hereby acknowledges, Grantor hereby
contributes, conveys, assigns, transfers, delivers, and sets over unto Grantee,
its successors and assigns, all right, title, interests and estate of Grantor in
and to the following described property, to-wit:

         ALL OF THE ASSETS SET FORTH ON SCHEDULE A ATTACHED HERETO

The property described in this Section 1.1 shall be referred to herein
collectively as the "Subject Property".

         TO HAVE AND TO HOLD the Subject Property, subject to the terms and
conditions hereof, unto Grantee, its successors and assigns, forever.

                                   ARTICLE II
                      ENCUMBRANCES AND WARRANTY DISCLAIMERS

         2.1 PERMITTED ENCUMBRANCES. This Conveyance is made and accepted
expressly subject to (a) all liens, charges, encumbrances, contracts,
agreements, instruments, obligations, defects, restrictions, security interests,
options or preferential rights to purchase, adverse claims, reservations,
exceptions, easements, rights-of-way, conditions, leases, other matters
affecting the Subject Property or to which it is subject; and (b) to all matters
that a current on the ground survey or visual inspection would reflect.

         2.2 CONTRIBUTION AGREEMENT. This Conveyance is expressly made subject
to the terms and conditions of that certain Contribution, Conveyance and
Assumption Agreement dated as of October __, 2002, among Grantor, Grantee and
the other parties thereto (the "Contribution Agreement"). All capitalized terms
used herein shall have the meanings given to such terms in the Contribution
Agreement, unless otherwise defined herein. Nothing contained in this




<PAGE>

Conveyance shall in any way affect the provisions set forth in the Contribution
Agreement nor shall this Conveyance expand or contract any rights or remedies
under the Contribution Agreement. This Conveyance is intended only to effect the
transfer of the Subject Property to Grantee as provided for in the Contribution
Agreement and shall be governed entirely in accordance with the terms and
conditions of the Contribution Agreement. In the event of a conflict between the
terms of this Conveyance and the terms of the Contribution Agreement, the terms
of the Contribution Agreement shall prevail.

         2.3 DISCLAIMER OF WARRANTIES; SUBROGATION. Except as expressly provided
herein or in the Contribution Agreement, this Conveyance is made, and is
accepted by Grantee, without warranty of title, express, implied or statutory,
and without recourse, but with full substitution and subrogation of Grantee, and
all persons claiming by, through, and under Grantee, to the extent assignable,
in and to all covenants and warranties by the predecessors in title of Grantor
and with full subrogation of all rights accruing under applicable statutes of
limitation or prescription and all rights of action of warranty against all
former owners of the Subject Property. Except as expressly provided herein or in
the Contribution Agreement, any covenants implied by statute or by the use of
the words "convey", "sell", "assign", "transfer", "deliver", or "set over" or
any of them or any other words used in this Conveyance, are hereby expressly
disclaimed, waived and negated.

                                   ARTICLE III
                                  MISCELLANEOUS

         3.1 FURTHER ASSURANCES. Grantor and Grantee agree to take all such
further actions and to execute, acknowledge and deliver all such further
documents, including all bills of sales and other instruments as are required by
the United States Department of Transportation or the United States Coast Guard
to transfer any of the Subject Assets, that are necessary or useful in carrying
out the purposes of this Conveyance. So long as authorized by applicable law so
to do, Grantor agrees to execute, acknowledge and deliver to Grantee all such
other additional instruments, notices, affidavits, deeds, conveyances,
assignments and other documents and to do all such other and further acts and
things as may be necessary or useful to more fully and effectively grant,
bargain, assign, convey, transfer and deliver to Grantee the Subject Property
conveyed hereby or intended so to be conveyed.

         3.2 SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARY. This Conveyance
shall be binding upon, and shall and inure to the benefit of, Grantor and
Grantee and their successors and assigns. The provisions of this Conveyance are
not intended to and do not create rights in any other person or entity or confer
upon any other person or entity any benefits, rights or remedies and no person
or entity is or is intended to be a third party beneficiary of any of the
provisions of this Conveyance.

         3.3 GOVERNING LAW. This Conveyance and the legal relations between the
parties shall be governed by, and construed in accordance with, the laws of the
State of Texas, excluding any conflict of law rule which would refer any issue
to the laws of another jurisdiction, except when it is mandatory that the law of
the jurisdiction wherein the Subject Property is located shall apply.



                                      D-2

<PAGE>

         3.4 HEADINGS; REFERENCES; DEFINED TERMS. All Section headings in this
Conveyance are for convenience only and shall not be deemed to control or affect
the meaning or construction of any of the provisions hereof. The words "hereof",
"herein" and "hereunder" and words of similar import, when used in this
Conveyance, shall refer to this Conveyance as a whole, including, without
limitation, all Schedules and Exhibits attached hereto, and not to any
particular provision of this Conveyance.

         3.5 COUNTERPARTS. This Conveyance may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.

         3.6 SEVERABILITY. If any of the provisions of this Conveyance are held
by any court of competent jurisdiction to contravene, or to be invalid under,
the laws of any political body having jurisdiction over the subject matter
hereof, such contravention or invalidity shall not invalidate the entire
agreement. Instead, this Conveyance shall be construed as if it did not contain
the particular provision or provisions held to be invalid and an equitable
adjustment shall be made and necessary provision added so as to give effect to
the intention of the parties as expressed in this Conveyance at the time of
execution of this Conveyance.



                                      D-3

<PAGE>



         IN WITNESS WHEREOF, this Conveyance has been duly executed by the
parties hereto on the dates of the acknowledgments set forth below, to be
effective, however, as of the Effective Date.

                          GRANTOR:

                          MARTIN MIDSTREAM LLC,

                          By: Martin Resource Management Corporation,
                              Its sole member


                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------


                          GRANTEE

                          MARTIN OPERATING PARTNERSHIP L.P.

                          By: Martin Operating GP LLC,
                              Its general partner

                              By: Martin Resource LLC,
                                  Its sole member

                                  By: Martin Resource Management Corporation,
                                      Its sole member

                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------



                               D-4

<PAGE>
THE STATE OF TEXAS                  )
                                    )
COUNTY OF _________                 )


         This instrument was acknowledged before me on the ____ day of
___________, 2002, by ______________, ______________ of [.], on behalf of and in
[HIS/HER] capacity as __________ of [.].


                                       ----------------------------------------
                                       NOTARY PUBLIC


My Commission Expires:

------------------------


THE STATE OF TEXAS                  )
                                    )
COUNTY OF _________                 )


         This instrument was acknowledged before me on the ____ day of
___________, 2002, by ______________, ______________ of [.], on behalf of and in
[HIS/HER] capacity as __________ of [.].


                                       ----------------------------------------
                                       NOTARY PUBLIC


My Commission Expires:

------------------------



                                       D-5

<PAGE>


                                   SCHEDULE A



                                      D-6

<PAGE>


                                    EXHIBIT E


<PAGE>


                          AGREEMENT AND PLAN OF MERGER


                                     BETWEEN

                              MARTIN GAS MARINE LLC

                                       AND

                        MARTIN OPERATING PARTNERSHIP L.P.



                          DATED AS OF NOVEMBER 1, 2002


<PAGE>



                          AGREEMENT AND PLAN OF MERGER


         This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of
November __, 2002, but effective as of the Effective Time (as defined in Section
1.2), between Martin Gas Marine LLC, a Texas limited liability company
("Marine"), and Martin Operating Partnership L.P., a Delaware limited
partnership (the "Partnership");

                                   WITNESSETH:

         WHEREAS, the sole member of Marine has determined that it is in the
best interests of Marine sole member to effectuate a merger whereby Marine will
be merged with and into the Partnership with the Partnership being the surviving
entity (the "Merger");

         WHEREAS, Martin Operating GP LLC, a Delaware limited liability company
and the General Partner of the Partnership (the "General Partner"), has
determined that it is in the best interests of the Partnership and its partners
to effectuate the Merger;

         WHEREAS, the sole member of Marine and the sole member of the General
Partner have each approved the Merger, upon the terms and subject to the
conditions set forth in this Agreement; and

         NOW, THEREFORE, in consideration of the foregoing and of the covenants
and agreements contained herein, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                                  ARTICLE VII
                                   THE MERGER

         Section 1.1 The Merger. Subject to the terms and conditions of this
Agreement, and in accordance with the Texas Limited Liability Company Act (the
"TLLCA") and the Delaware Revised Uniform Limited Partnership Act (the
"DRULPA"), at the Effective Time, Marine shall be merged with and into the
Partnership in accordance with this Agreement, and the separate corporate
existence of Marine shall thereupon cease. The Partnership shall continue as the
surviving entity in the Merger (sometimes hereinafter referred to as the
"Surviving Entity"), and all the properties, rights, privileges, powers and
franchises of Marine shall vest in the Surviving Entity without any transfer or
assignment having occurred, and all debts, liabilities and duties of Marine
shall attach to the Surviving Entity, all in accordance with the TBCA and the
DRULPA.

         Section 1.2 Filing Certificate of Merger; Effective Time. As soon as
practicable following the satisfaction or, to the extent permitted by applicable
law, waiver of the conditions set forth in Article IV, if this Agreement shall
not have been terminated prior thereto as provided in Section 5.1, Marine and
the Partnership shall cause (i) articles of merger meeting the requirements of
the TLLCA (the "Articles of Merger") and (ii) a certificate of merger meeting
the requirements of Section 17-211 of the DRULPA (together with the Articles of
Merger, the "Merger Filings") to be properly executed and filed in accordance
with each such section. The



<PAGE>

Merger shall become effective at the later of (1) the time of filing of the
Merger Filings with the Secretaries of State of the States of Texas and Delaware
and (2) at 12:01 a.m. Eastern time on November __, 2002 (the "Effective Time").

                                   ARTICLE II
                                SURVIVING ENTITY

         Section 2.1 Name of Surviving Entity. The name of the Surviving Entity
shall be "Martin Operating Partnership L.P."

         Section 2.2 Certificate of Limited Partnership of Surviving Entity. The
Certificate of Limited Partnership of the Partnership shall continue to be the
Certificate of Limited Partnership of the Surviving Entity until amended as
provided therein and under the DRULPA.

                                  ARTICLE III
                          CANCELLATION OF COMMON STOCK

         Section 3.1 Cancellation of Membership Interests in the Merger. At the
Effective Time, by virtue of the Merger and without any action on the part of
Marine or the sole member of Marine, all outstanding membership interests in
Marine shall be automatically cancelled.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

         The respective obligation of each party to effect the Merger is subject
to the satisfaction or waiver of the following conditions:

                  (a) None of the parties hereto shall be subject to any decree,
         order or injunction of a court of competent jurisdiction, U.S. or
         foreign, which prohibits the consummation of the Merger.

                  (b) Other than the filing of the Merger Filings provided for
         under Article I, all material consents, appeals, authorizations of, or
         filings or registrations with and notices to any governmental or
         regulatory authority required of Marine and the Partnership or any of
         their subsidiaries to consummate the Merger and the other transactions
         contemplated hereby, shall have been made or obtained.

                  (c) Any consents required under instruments evidencing
         indebtedness and any consents required under any contracts to which
         Marine or any subsidiary of Marine is a party, shall have been
         obtained.



                                      E-2


<PAGE>

                                   ARTICLE V
                        TERMINATION, AMENDMENT AND WAIVER

         Section 5.1 Termination. This Agreement may be terminated at any time
prior to the Effective Time by action of the sole member of Marine or the
General Partner.

         Section 5.2 Effect of Termination. In the event of termination of this
Agreement as provided in Section 5.1, this Agreement shall forthwith become void
and have no effect, without any liability or obligation on the part of Marine or
the Partnership.

         Section 5.3 Amendment. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

         Section 5.4 Waiver. At any time prior to the Effective Time, the
parties may waive compliance by the other parties with any of the agreements
contained in this Agreement, or may waive any of the conditions to consummation
of the Merger contained in this Agreement. Any agreement on the part of a party
to any such waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party. The failure of any party to this Agreement to
assert any of its rights under this Agreement or otherwise shall not constitute
a waiver of such rights.

                                   ARTICLE VI
                               GENERAL PROVISIONS

         Section 6.1 Assignment; Binding Effect; Benefit. Neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by
any of the parties hereto (whether by operation of law or otherwise) without the
prior written consent of the other parties. Subject to the preceding sentence,
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns. Notwithstanding
anything contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

         Section 6.2 Entire Agreement. This Agreement and any documents
delivered by the parties in connection herewith constitute the entire agreement
among the parties with respect to the subject matter hereof and supersede all
prior agreements and understandings among the parties with respect thereto. No
addition to or modification of any provision of this Agreement shall be binding
upon any party hereto unless made in writing and signed by all parties hereto.

         Section 6.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
its rules of conflict of laws.

         Section 6.4 Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all



                                       E-3

<PAGE>

such counterparts shall together constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof each signed by less than
all, but together signed by all of the parties hereto.

         Section 6.5 Headings. Headings of the Articles and Sections of this
Agreement are for the convenience of the parties only and shall be given no
substantive or interpretative effect whatsoever.



                                       E-4

<PAGE>


         IN WITNESS WHEREOF, Marine and the Partnership have caused this
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.

                          MARTIN GAS MARINE LLC

                          By: Martin Operating Partnership L.P.
                              Its Sole member

                              By: Martin Operating GP LLC
                                  Its General Partner

                                  By: Martin Midstream Partnership L.P.,
                                      Its Sole Member

                                      By: Martin Midstream GP LLC

                                          By:
                                             ----------------------------------
                                          Name:
                                               --------------------------------
                                          Title:
                                                -------------------------------


                              MARTIN OPERATING PARTNERSHIP L.P.

                              By: Martin Operating GP LLC
                                  Its General Partner

                                  By: Martin Midstream Partnership L.P.,
                                      Its Sole Member

                                      By: Martin Midstream GP LLC

                                          By:
                                             ----------------------------------
                                          Name:
                                               --------------------------------
                                          Title:
                                                -------------------------------



                                       E-5

<PAGE>


                                  SCHEDULE 3.1


                       DESCRIPTION OF ASSUMED INDEBTEDNESS

1.       $17,700,000 of the Indebtedness outstanding under that certain Amended
         and Restated Credit Agreement dated April 16, 2001, by and among Martin
         Resource Management Corporation ("Martin Resource"), certain
         subsidiaries of Martin Resource, the lenders from time to time party
         thereto and JP Morgan Chase Bank, as administrative agent for the
         lenders.

2.       Term loan, in the original principal amount of $25,000,000, pursuant to
         that certain Credit Agreement dated April 16, 2001, by and among Martin
         Resource, certain subsidiaries of Martin Resource and General Electric
         Capital Corporation, for Itself and as Agent for Certain Participants.

3.       Senior subordinated notes due December 15, 2006, in an aggregate
         principal amount of $30,000,000, issued by Martin Resource to J.P.
         Morgan Partners (SBIC), LLC pursuant to a Senior Subordinated Note
         Purchase Agreement dated as of December 16, 1998.

4.       Promissory note by Martin Gas Marine, Inc. ("MGM") dated September 25,
         1997 in favor of U.S. Bancorp Equipment Finance, Inc. (f/k/a U.S.
         Bancorp Leasing & Financial) ("U.S. Bancorp") in the original principal
         amount of $12,000,000.

5.       Indebtedness of MGM under the (i) Amended and Restated Schedule No. 002
         to Master Charter Agreement, dated December 30, 1997, between MGM and
         U.S. Bancorp, requiring 120 monthly payments, which currently are
         $20,849.93 and increase to $25,483.25 beginning with the 61st payment
         and (ii) Amended and Restated Schedule No. 003 to Master Charter
         Agreement, dated December 30, 1997, between MGM and U.S. Bancorp,
         requiring 120 monthly payments, which currently are $20,849.93 and
         increase to $25,483.25 beginning with the 61st payment.



                                       E-6