Exhibit 10.2

Letter Agreement dated as of October 8, 2003 between First Reserve Corporation and TransMontaigne Inc.

William S. Dickey
Executive Vice President

October 8,
2003

First
Reserve Fund VII, Limited Partnership
First Reserve Fund VIII, L.P.
c/o First Reserve Corporation
One Lafayette Place
Greenwich, CT 06830

|Re: |  | Board Representation in connection with Transfer of Series B Convertible Preferred Stock ("Series B Stock")
|--- |  | -----------------------------------------------------------------------------------------------------------

Ladies and Gentlemen:

This
Letter Agreement is being delivered to you as a condition to the transfer of 32,095 shares (the "Shares") of the Series B Stock of TransMontaigne, Inc., a Delaware corporation (the
"Company"), from First Reserve Fund VII, Limited Partnership, a Delaware limited partnership ("Fund VII") and First Reserve Fund VIII, L.P., a Delaware limited partnership ("Fund VIII" and with Fund
VII, the "Sellers") to LB I Group Inc. (the "Buyer"), pursuant to the Stock Purchase Agreement, dated October 9, 2003, by and among Buyer and the Sellers (the "Purchase Agreement").

In
connection with the transfer of the Shares, the Sellers and Buyer have requested, and the Company has agreed, that the Company provide certain board representation rights to the Buyer. In exchange,
the Sellers have agreed to relinquish their rights under the Agreement to Elect Directors, dated April 17, 1996, as amended (the "Director Agreement"), with respect to one of the two board
seats covered by the Director Agreement.

Accordingly,
the Company and Sellers hereby agree to amend the Director Agreement as follows:

A.    First
Reserve Fund VI, Limited Partnership is hereby removed as a "First Reserve Investor."

B.    Section 1.1
of the Director Agreement is hereby amended in its entirety to read as follows:



1

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When
accepted by you, this Letter Agreement will constitute the agreement of the Company and Buyer with respect to the foregoing. Please indicate your acceptance be signing in the space provided
below.

| |  | Very truly yours,                                             
| |  | --------------------------------------------------------------
| |  | /s/WILLIAM S. DICKEYWilliam S. Dickey
Executive Vice President

AGREED AND ACCEPTED:

First Reserve Fund VI, Limited Partnership



|By:    |  | /s/ Thomas R. Denison |  | 
|------ |  | --------------------- |  | 
|       |  |                       |  | 
|Name:  |  | Thomas R. Denison     |  | 
|       |  |                       |  | 
|Title: |  | Managing Director     |  | 
|       |  |                       |  | 

First Reserve Fund VII, Limited Partnership



|By:    |  | /s/ Thomas R. Denison |  | 
|------ |  | --------------------- |  | 
|       |  |                       |  | 
|Name:  |  | Thomas R. Denison     |  | 
|       |  |                       |  | 
|Title: |  | Managing Director     |  | 
|       |  |                       |  | 

First Reserve Fund VIII, L. P.



|By:    |  | /s/ Thomas R. Denison |  | 
|------ |  | --------------------- |  | 
|       |  |                       |  | 
|Name:  |  | Thomas R. Denison     |  | 
|       |  |                       |  | 
|Title: |  | Managing Director     |  | 
|       |  |                       |  | 

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