Exhibit 10.85


    
      

    


    Exhibit
      10.85

    


    Amendment
      No. 1

    To

    Purchase
      and Sale Agreement

    Between

    RIO
      VISTA OPERATING PARTNERSHIP L.P.,

    PENN
      OCTANE INTERNATIONAL, LLC

    And

    TRANSMONTAIGNE
      PRODUCT SERVICES INC.

    


    


    Rio
      Vista
      Operating Partnership L.P., Penn Octane International, LLC, and TrnasMontaigne
      Product Services Inc. entered into a Purchase and Sale Agreement dated August
      15, 2005 (“Agreement”). In consideration of the mutual benefits accruing and
      expected to accrue under this amendment, the undersigned, being the authorized
      representatives of the parties to the Agreement, agree to amend and modify
      the
      Agreement, effective January 1, 2006, as follows:

    


    


    
      	
              1.

            	
              In
                Section 6.1(a), delete clauses (iv) through (xi) and replace them
                with the
                following:

            


    

    


    “(iv) 
        not
      create, incur or assume any debt for borrowed money that is secured by a Lien
      on
      the Collateral, except in connection with the Secured Debt Facility, and not
      create, incur
      or
      assume any debt for borrowed money that is secured by a Lien on any of the
      Assets, Mexican Assets or the Shares, unless such debt provides for release
      by
      the creditor
      upon the Closing;

    


    (v)    
        not
      sell
      or dispose of any of the Assets or the Mexican Assets; or

    


    (vi)   
        not
      agree
      to take any action or actions prohibited by any of the foregoing clauses
(i)
      through (v).” 

    


    


    
      	
              2.

            	
              Delete
                subsection 6.1(e)(i)(A) in its entirety and replace it with the
                following:

            


    

    


    “(A)   
      solicit,
      initiate, or encourage any inquiries or proposals that constitute, or could
      reasonably be expected to lead to, a proposal or offer for a transaction
      pursuant to which any
      person or entity (or group of persons or entities) (a “Third Party”) other than
      the Buyer
      or
      its Affiliates, may acquire the Assets, the Mexican Assets and the Shares (such
      inquiries or proposals being referred to in this Agreement as an “Acquisition
      Proposal”),”

    


    
      	
              3,

            	
              All
                other terms and conditions of the Agreement will remain unchanged
                and in
                full force and effect and the parties hereby ratify and confirm
                them.

            


    

     

    
      
        
        

      

      
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    Exhibit
      10.85


     

    Executed
      by the undersigned on this 26
      day
      of
      January 2006.

     

    
      


      
        	
                TRANSMONTAIGNE
                  PRODUCT

              	
                RIO
                  VISTA OPERATING

              
	
                SERVICES
                  INC.

              	 	
                PARTNERSHIP
                  L.P.

              
	 	 	 	
                By:
                  Rio Vista Operating GP LLC,

              
	 	 	 	
                General
                  Partner

              
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                By:

              	
                 /s/
                  William S. Dickey

              	 	
                By:

              	
                /s/
                  Charles Handly

              	 
	
                Name:
                  William S. Dickey

              	
                Name:
                  Charles C. Handly

              
	
                Its:
                  President

              	
                Its:
                  President

              
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	
                PENN
                  OCTANE INTERNATIONAL, LLC

              
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	
                By:

              	
                 /s/
                  Ian T. Bothwell

              	 
	 	 	 	
                Name:
                  Ian T. Bothwell

              
	 	 	 	
                Its:
                  Manager

              


      

      
 

    

     

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