Exhibit 10.86


    
      

    


    Exhibit
      10.86

    


    Amendment
      No. 1

     

    To

     

    Purchase
      and Sale Agreement

     

    Between

    


    PENN
      OCTANE CORPORATION

    


    And

    


    TRANSMONTAIGNE
      PRODUCT SERVICES INC.

    


    


    Penn
      Octane Corporation and TransMontaigne 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
      any of the Assets, except in connection with the Secured Debt Facility, unless
      such debt provides for release by the creditor upon the Closing;

    


    (v) not
      sell
      or dispose of any of the 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(c)(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
      (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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    


    
      	
              TRANSMONTAIGNE
                PRODUCT

            	 	
              PENN
                OCTANE CORPORATION

            
	
              SERVICES
                INC.

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	
               /s/William
                S. Dickey

            	 	
              By:

            	
              /s/
                Charles C. Handly 

            
	
              Name:
                William S. Dickey

            	 	
              Name:
                Charles C. Handly

            
	
              Its:
                President

            	 	
              Its:
                President