exhibit 10.84


    
      

    


    Exhibit
      10.84

    


    FOURTH
      AMENDMENT TO

    PURCHASE,
      SALE AND SERVICE AGREEMENT

    FOR
      PROPANE/BUTANE MIX

    KING
      RANCH GAS PLANT

     

    


    This
      Fourth Amendment to Purchase, Sale and Service Agreement for Propane/Butane
      Mix
      (“Fourth Amendment”) is made and entered into, effective March 1, 2006, by and
      between, ExxonMobil Gas & Power Marketing Company (“EMGPM”), a division of
      Exxon Mobil Corporation, a New Jersey corporation, and Penn Octane Corporation
      (“POC”), a Delaware corporation.

    


    Recitals:

    


    WHEREAS,
      Exxon Company, USA (a division of Exxon Corporations) and Penn Octane
      Corporation entered into that certain Purchase, Sale and service agreement
      for
      Propane/butane Mix (“Original Agreement”) dated October 1, 1999;
      and

    


    WHEREAS,
      effective November 30, 1999, Exxon Corporation changed its name to Exxon Mobil
      Corporation and the stewardship of the Original Agreement was transferred to
      ExxonMobil Gas Marketing Company. Subsequently, ExxonMobil Gas Marketing Company
      changed its name to ExxonMobil Gas & Power Marketing Company (“EMGPM”),
      and

    


    WHEREAS,
      EMGPM and POC amended the Original Agreement by that certain First Amendment
      to
      Purchase, Sale and Service Agreement for Propane/Butane Mix, dated effective
      January 20, 2000, and

    


    WHEREAS,
      EMGPM and POC amended the Original Agreement by that certain Second Amendment
      to
      Purchase, Sale and Service Agreement for Propane/Butane Mix, dated effective
      February 29, 2000, and

    


    WHEREAS,
      EMGPM and POC amended the Original Agreement by that certain Third Amendment
      to
      Purchase, Sale and Service Agreement for Propane/Butane Mix, dated effective
      April 1, 2005, and

    


    Agreements:

    


    NOW,
      THEREFORE, in consideration of the mutual benefits of the Parties as set out
      in
      this Amendment and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the Parties agree as
      follows:

    


    Terms
      used as defined terms herein shall have the meaning ascribed to them in the
      Original Agreement, unless otherwise indicated herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.84


     

    Article
      2.1, entitled “Term”, shall be deleted in its entirety and replaced with the
      following:

    


       
      “2.1         TERM   The
      initial term of this Agreement shall commence on the Effective Date and shall
      continue through September 30, 2010. This Agreement shall thereafter
      automatically be renewed on a year-to-year basis until written notice of
      termination is given by either Party at least twelve (12) months prior to the
      end of the initial term or any subsequent renewal term. The initial term of
      this
      Agreement, as renewed from time to time, shall be referred to as the
“Term”.

    


     

    
      	
              ExxonMobil
                Gas & Power Marketing Company,

            	 	
              Penn
                Octane Corporation

            
	
              A
                division of Exxon Mobil Corporation

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	
              /s/
                Alan L. Clark

            	 	
              By:

            	
              /s/
                Charles Handly

            
	 	 	 	 	 
	
              Name:

            	
              Alan
                L. Clark

            	 	
              Name:

            	
               

            
	 	 	 	 	 
	
              Title:

            	
              Lead,
                Gulf Coast Supply &
                Logistics

            	 	
              Title: