LETTER AMENDMENT NO. 7

                             As of December 31, 1999


The Prudential Insurance Company
  of America

U.S. Private Placement Fund
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E

Dallas, Texas 75201

Ladies and Gentlemen:

                   We refer to the Master Shelf Agreement dated as of April 17,
1997, as amended by Letter Amendment No. 1 dated March 31, 1998, Letter
Amendment No. 2 dated as of June 30, 1998, Letter Amendment No. 3 dated as of
October 30, 1998, Letter Amendment No. 4 dated as of March 25, 1999, Letter
Amendment No. 5 dated as of June 29, 1999 and Letter Amendment No. 6 dated as of
September 30, 1999 (as amended, the "Agreement"), among the undersigned,
TransMontaigne Inc., formerly known as TransMontaigne Oil Company, (the
"Company"), and The Prudential Insurance Company of America ("Prudential") and
U.S. Private Placement Fund (collectively, the "Purchasers"). Unless otherwise
defined herein, the terms defined in the Agreement shall be used herein as
therein defined.

                  The Company has requested that the Agreement be amended to
permit the sale of all of the stock of Bear Paw Energy Inc. The Company also has
advised you that Events of Default under paragraphs 6A(1) and 6A(4) of the
Agreement occurred as of December 31, 1999 and an Event of Default under
paragraph 6A(5) of the Agreement may have occurred as of December 31, 1999 and
has requested a temporary waiver of such Events of Default, effective only until
February 22, 2000. You have indicated your willingness to so agree. Accordingly,
it is hereby agreed by you and us as follows:

1.   Amendments to the Agreement. The Agreement is, effective as of the date
     first above written, hereby amended as follows:

(a)      Paragraph  4A.  Required  Prepayments.  Paragraphs  4 and 4A are
amended  in  their  entirety  to read as follows:

          "4. PREPAYMENTS. The Notes shall be subject to prepayment with respect
          to any required prepayment as set forth in such Notes as provided in
          paragraph 4A(1) and as set forth in paragraph 4A(2) and with respect
          to the optional prepayments permitted by paragraph 4B.
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          4A. Required Prepayments. The Notes of each Series shall be subject to
          required prepayments as set forth in paragraphs 4A(1) and 4A(2).

          4A(1). Scheduled Prepayments. The Notes of each Series shall be
          subject to required prepayments, if any, set forth in the Notes of
          such Series, provided, that upon any partial prepayment of the Notes
          of any Series pursuant to paragraph 4A(2), the principal amount of
          each required prepayment of the Notes of such Series becoming due
          under this paragraph 4A(1) on and after the date of such prepayment
          shall be reduced by a percentage equal to the product of (a) 100 and
          (b) the quotient arrived at by dividing the principal portion of the
          Notes of such Series so prepaid by the total principal amount of the
          Notes of such Series outstanding immediately prior to such prepayment.

          4A(2). Sale of Bear Paw Energy Inc. If the Company sells all of the
          stock or substantially all of the assets of Bear Paw Energy Inc.
          pursuant to paragraph 6C(5)(v), then on the closing date of such sale,
          the Company shall prepay the Series A Notes in an amount equal to
          $25,000,000, together with interest thereon to the prepayment date and
          the Yield-Maintenance Amount, if any, with respect to the principal
          amount of Notes being so prepaid. The Company shall give the holders
          of the Notes at least three Business Days prior notice of its
          intention to prepay the Notes pursuant to this paragraph 4A(2),
          specifying the date of payment and the amount of interest and
          Yield-Maintenance Amount, if any, to be paid with such prepayment."

(b)      Paragraph 6A. Certain  Financial  Tests.  Effective as of January 13,
2000, a Paragraph  6A(6) is added to the Agreement immediately following
paragraph 6A(5), reading in its entirety as follows:

          "6A(6) Consolidated Net Total Liabilities. The Company will not permit
          at any time the Consolidated Net Total Liabilities of the Company and
          its Subsidiaries to exceed $85,000,000."

(c)      Paragraph 6C(5).  Merger,  Consolidation  and Disposition of Assets.
Paragraph 6C(5) is amended by adding immediately following clause (iv) thereof a
new clause (v) reading in its entirety as follows:

          "(v) The Company may, no later than January 31, 2000, sell all of the
          stock or substantially all of the assets of Bear Paw Energy Inc. for
          not less than $120,000,000 in Net Sale Proceeds; provided, that a
          portion of the Net Sale Proceeds of such sale shall be applied to
          prepay $25,000,000 of the principal of the Notes pursuant to paragraph
          4A(2) and the remainder of such Net Sale Proceeds shall be applied to
          prepay the principal of the Indebtedness of the Company permitted by
          clause (xii) of paragraph 6C(2), any related breakage costs and a
          prepayment premium in an amount equal to one-half of one percent
          (0.50%) of the principal amount of such Indebtedness prepaid."

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(d)      Paragraph  7A.  Acceleration.  Paragraph  7A is amended by amending
clause (v) in its entirety to read as follows:

          "(v) the Company fails to perform or observe any term, covenant or
          agreements contained in paragraphs 5A(v), 5J, 5O, 6A, 6B, 6C(1),
          6C(2), 6C(3), 6C(4), 6C(5), 6C(6) or 6F; or"

(e)      Paragraph  10B.  Other  Terms.  Paragraph  10B of the  Agreement  is
amended by adding the  following  new definitions in alphabetical order:

          "Consolidated Net Total Liabilities" means on any date the difference
          (which may be a negative number) of (a) the Consolidated Total
          Liabilities on such date of the Company and its Subsidiaries,
          including therein, without limitation, the outstanding principal
          amount, if any, of the "Revolving Loan" and the "Swingline Loan" and
          the outstanding "Letter of Credit Exposure" (each as defined in the
          Bank Agreement) under the Bank Agreement and excluding therefrom all
          Indebtedness of the Company and its Subsidiaries to the extent that
          such Indebtedness is secured by moneys available to be drawn under a
          Letter of Credit (as defined in the Bank Agreement), minus (b) the
          Consolidated Current Assets of the Company and its Subsidiaries as of
          such date; provided that for purposes of clause (b) of this
          definition, Consolidated Current Assets shall include cash and Cash
          Equivalents.

          "Net Sale Proceeds" means, with respect to the sale of stock or
          substantially all of the assets of Bear Paw Energy Inc. permitted by
          paragraph 6C(5)(v), the cash proceeds received by the Company and its
          Subsidiaries on the closing date of such sale (including the portion
          attributable to growth capital expenditures made since June 30, 1999),
          without reference to any working capital adjustment required to be
          made on a post-closing basis, less reasonable transaction costs of the
          Company and its Subsidiaries paid from the proceeds of such sale
          (which costs shall not exceed $500,000).

1.   Consent of Guarantors. Each Guarantor under the Guaranty contained in
     paragraph 11 of the Agreement hereby consents to this letter amendment and
     hereby confirms and agrees that the Guaranty is, and shall continue to be,
     in full force and effect and is hereby confirmed and ratified in all
     respects except that, upon the effectiveness of, and on and after the date
     of, said letter amendment, all references in the Guaranty to the Agreement,
     "thereunder", "thereof", or words of like import referring to the Agreement
     shall mean the Agreement as amended by said letter amendment.

2.   Consent of Pledgors. Each of the Company, TransMontaigne Transportation
     Services Inc., TransMontaigne Product Services Inc. and TransMontaigne
     Pipeline Inc. is a Pledgor under the Pledge Agreement (the "Pledgors"), and
     each hereby agrees that (i) the Pledge


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<PAGE>
     Agreement shall continue to be, in full force and effect and is hereby
     confirmed and ratified in all respects except that, upon the effectiveness
     of, and on and after the date of, this letter amendment, all references in
     the Pledge Agreement to the Loan Documents shall mean the Loan Documents as
     amended by this Amendment and (ii) all of the Loan Security described
     therein does, and shall continue to, secure the payment by the Pledgors of
     their obligations under the Loan Documents, as amended by this letter
     amendment.

3.   Waiver. Effective as of the date hereof, any Event of Default under
     paragraphs 6A(1), 6A(4) or 6A(5) of the Agreement existing on December 31,
     1999 or for the period ending on December 31, 1999 is hereby waived, except
     that such waiver shall lapse and be of no further force and effect as of
     the close of business, Denver time, on February 22, 2000.

4.   Additional Credit Security. As soon as possible, each of the Company and
     its Subsidiaries (excluding Bear Paw Energy Inc.) shall enter into a
     security agreement granting to the Collateral Agent on behalf of the
     holders of the Notes and on behalf of the lenders under the Bank Agreement
     a security interest in all of the accounts, inventory, general intangibles
     and other personal property of the Company and such Subsidiaries, in which
     security agreement the Company and such Subsidiaries shall agree, among
     other things, to perfect such security interests as soon as possible and to
     convey to the Collateral Agent acting in such capacity deeds of trust
     and/or mortgages on all of their real property; and such agreement shall be
     satisfactory in form and substance to the Collateral Agent and the Required
     Holder(s) and accompanied by such corporate certificates and legal opinions
     as the Collateral Agent or the Required Holder(s)shall require. The Loan
     Security granted thereunder shall be shared on a parity basis between the
     Obligations and the Bank Obligations in the same manner as currently
     provided in the Intercreditor Agreement.

5.   Release of Bear Paw. Upon the sale of all of the stock or substantially all
     of the assets of Bear Paw Energy Inc. as permitted by clause (v) of
     paragraph 6C(5) of the Agreement as amended hereby, the Collateral Agent
     shall return to the Company the stock certificate representing the
     Company's ownership of 10,000 shares of the common stock of Bear Paw Energy
     Inc. being held as security under the Pledge Agreement, and Bear Paw Energy
     Inc. shall be released as a Guarantor under the Agreement as amended
     hereby. The Purchasers shall provide such written evidence or
     acknowledgment of such releases as the Company may reasonably request.

6.   Representations and Warranties. In order to induce you to enter into this
     letter amendment, each of the Obligors hereby represents and warrants that
     each of the representations and warranties contained in paragraph 8 of the
     Agreement, is true and correct on the date hereof and that you have been
     provided an accurate and complete copy (including exhibits) of the
     Agreement and Plan of Merger dated December 27, 1999 among Bear Paw Energy
     Inc., the Company and BPE Acquisition, LLC and that such agreement is in
     full force and effect.

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<PAGE>

7.   Miscellaneous.

     (a) Effect on Agreement. On and after the effective date of this letter
     amendment, each reference in the Agreement to "this Agreement",
     "hereunder", "hereof", or words of like import referring to the Agreement,
     each reference in the Notes to "the Agreement", "thereunder", "thereof", or
     words of like import referring to the Agreement, and each reference in the
     Pledge Agreement to "the Shelf Agreement" "thereunder", "thereof", or words
     of like import referring to the Agreement, shall mean the Agreement as
     amended by this letter amendment. The Agreement, as amended by this letter
     amendment, is and shall continue to be in full force and effect and is
     hereby in all respects ratified and confirmed. The execution, delivery and
     effectiveness of this letter amendment shall not, except as expressly
     provided herein, operate as a waiver of any right, power or remedy under
     the Agreement nor constitute a waiver of any provision of the Agreement.
     This letter amendment shall be a Loan Document.

     (b) Counterparts. This letter amendment may be executed in any number of
     counterparts (including those transmitted by facsimile) and by any
     combination of the parties hereto in separate counterparts, each of which
     counterparts shall be an original and all of which taken together shall
     constitute one and the same letter amendment. Delivery of this letter
     amendment may be made by facsimile transmission of a duly executed
     counterpart copy hereof.

     (c) Effectiveness. This letter amendment shall become effective as of the
     date first above written when and if each of the conditions set forth in
     this subparagraph (c) shall have been satisfied.

          (I) Executed Counterparts. Counterparts of this letter amendment shall
          have been executed by the Company, each Guarantor, each Pledgor and
          you.

          (II) No Default or Event of Default. After giving effect the
          amendments and waivers effected hereby, no Default or Event of Default
          under the Agreement shall have occurred and be continuing.

          (III) Bank Agreement. The Bank Agreement shall have been amended and
          waived to reflect the amendments and waivers to the Agreement made
          herein, such amendment and waiver to be satisfactory in form and
          substance to you, and in connection with such amendments and waivers
          to the Bank Agreement, no payment of any amount and no increase in, or
          additional types of, the rate of interest, breakage costs or any other
          fees, costs, expenses or other amounts payable with respect to the
          Bank Agreement, shall have been made in consideration of such
          amendments and waivers other than the 0.50% prepayment premium to be
          paid under the Bank Agreement in connection with the sale of Bear Paw
          Energy Inc. as contemplated by paragraph 6C(5) as amended hereby and
          costs and expenses related to such amendments and waivers.

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<PAGE>

     (d) Expenses. The Company confirms its agreement, pursuant to paragraph 12B
     of the Agreement, to pay promptly all expenses of the Purchasers related to
     this letter amendment and all matters contemplated by this letter
     amendment, including without limitation all fees and expenses of the
     Purchasers' special counsel and any local or other counsel retained by the
     Collateral Agent.

     (e) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
     ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE
     LAW OF THE STATE OF NEW YORK.

       [Remainder of page intentionally left blank; signature pages follows]

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<PAGE>


                If you agree to the terms and provisions hereof, please evidence
        your agreement by executing and returning at least a counterpart of this
        letter amendment to TransMontaigne Inc., 370 17th Street, Suite 2750,
        Denver, Colorado 80202, Attention of Harold R. Logan, Jr.

                                 Very truly yours,

                                 TRANSMONTAIGNE INC.
                                 (f/k/a TransMontaigne Oil Company)

                                 By:  /s/ Donald H. Anderson
                                      -----------------------------
                                      Donald H. Anderson, President

                                 Guarantors/Pledgors

                                 TRANSMONTAIGNE PRODUCT SERVICES
                                    MIDWEST INC. (f/k/a TransMontaigne Product
                                    Services Inc.)

                                 TRANSMONTAIGNE PIPELINE INC.
                                 TRANSMONTAIGNE TERMINALING INC.
                                 TRANSMONTAIGNE TRANSPORTATION SERVICES INC.
                                 BEAR PAW ENERGY INC.

                                 TRANSMONTAIGNE PRODUCT SERVICES INC.

                                 By:  /s/ Donald H. Anderson
                                      -----------------------------
                                      Donald H. Anderson,
                                      Chief Executive Officer of each of the
                                      foregoing corporations

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<PAGE>


         Agreed as of the date first above written:

         THE PRUDENTIAL INSURANCE COMPANY
            OF AMERICA

         By:  /s/ Ric E. Abel
              ---------------------------
              Ric E. Abel, Vice President

         U.S. PRIVATE PLACEMENT FUND

         By:    Prudential Private Placement
                Investors, L.P., Investment Advisor

         By:    Prudential Private Placement
                Investors, Inc., its General Partner

         By:  Ric E. Abel
              -----------------------------
              Ric E. Abel, Vice President

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