**Exhibit 10.46****RESTATED AND AMENDED SECURITY AGREEMENT****SEPTEMBER 12, 2007**This Restated and Amended Security Agreement (this “Agreement”) is made this 12th day ofSeptember 2007, among Rio Vista Operating Partnership, L.P. (“Debtor”) and TransMontaigne ProductServices, Inc. (“TPSI”) and TransMontaigne Partners L.P. (“TLP”; TPSI and TLP are collectivelyreferred to herein as the “Secured Parties”) for good and valuable consideration, receipt of whichis hereby acknowledged.**RECITALS**A. Debtor is the Borrower under a Promissory Note dated as of August 15, 2005 with a statedprincipal amount of $1,300,000 executed in favor of TPSI (the “Original Note”), which Original Noteis secured by a Security Agreement dated as of August 13, 2005 executed by Borrower, as Debtor, infavor of TPSI, as Creditor (the “Original Security Agreement”).B. Concurrently herewith (i) Debtor and TPSI are executing a Restated and Amended PromissoryNote with a stated principal amount of $1,000,000 (the “Note”), which Note amends and restates theOriginal Note, and (ii) Debtor and TLP are entering into a Letter of Intent (the “Letter”) pursuantto which TLP is making an initial refundable deposit (the “Initial Deposit”) toward the purchase ofcertain assets and shares as described in the Letter.C. The Letter requires that the Debtor amend and restate the Original Security Agreement togrant to the Secured Parties the security interests hereinafter provided to secure the repayment ofthe Note and the Initial Deposit payable under the Letter as set forth herein.**AGREEMENT**NOW, THEREFORE, for good and value consideration, the receipt and sufficiency of which arehereby acknowledged, the Debtor and the Secured Parties agree as follows:**ARTICLE I —****DEBTOR’S WARRANTIES AND REPRESENTATIONS****.**Debtor makes the following warranties and representations to the Secured Parties:SECTION 1.1. Debtor is a Delaware limited partnership organized under the laws of the state ofDelaware in good standing with its principal place of business at 840 Apollo Street Ste 313, ElSegundo, CA 90245.SECTION 1.2. The exact legal name of Debtor is Rio Vista Operating Partnership, L.P., andDebtor uses no other names or marks, and has no other locations, unless listed on Exhibit Aattached hereto.
 
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SECTION 1.3. Debtor owns the Collateral (as hereinafter defined), free from all liens,security interests, or encumbrances, except for the lien granted for the benefit of RZB Finance LLC(“RZB”) under that certain Leasehold Deed of Trust, Security Agreement, FinancingStatement and Assignment of Rents dated effective October 17, 1997, recorded in Volume 4700,page 298 of the real property records of Cameron County, Texas, from Debtor for the benefit of RZB,as modified by the Deed of Trust Modification Agreement effective as of September 15, 2004, betweenRZB, Penn Octane Corporation and Borrower (as modified, the “RZB Lien”), which RZB Lien has beenfully subordinated to the first priority lien in favor of the Secured Parties granted under thisAgreement pursuant to a Lender’s Consent and Subordination Agreement (the “RZB SubordinationAgreement”) executed by Debtor and RZB concurrently with this Agreement.**ARTICLE II —****SECURITY INTERESTS****.**SECTION 2.1. As collateral security for the payment and performance in full of all of theindebtedness, obligations and liabilities of Debtor to the Secured Parties (whether due or tobecome due, now existing or hereinbefore or hereafter arising) under or in respect of the Note andthe Letter (collectively, the “Obligations”), Debtor hereby pledges and grants to the SecuredParties a lien on and security interest in all of the right, title and interest of Debtor in, toand under the following certain property, wherever located, and whether now existing or hereafterarising or acquired from time to time (collectively, the “Collateral”):(a) the easements, licenses, leases of real property and fee deeds as described in Exhibit Bhereto (the “U.S. Easements”) together with a security interest in the 6-inch and 8-inch pipelineslocated thereunder (the “Pipeline Assets”) and all associated equipment, pumping facilities, pumps,fittings, cathodic protection ground beds, rectifiers, local supervisory protection software(SCADA), machinery, improvements, property use agreements, easements, rights-of-way, permits andrecords related to such U.S. Easements and Pipeline Assets;(b) the permits, licenses, certificates, authorizations, registrations, orders, waivers,variances and approvals granted by any Governmental Authorities or third Persons to Debtor, RioVista Energy Partners, L.P. (“RVEP”), or their respective predecessors in interest for theownership or operation of the U.S. Easements or the Pipeline Assets;(c) one hundred percent (100%) of the equity interests, representing one hundred percent(100%) of the issued and outstanding corporate capital of Termatsal, S. de R.L. de C.V.(“Termatsal”);(d) one hundred percent (100%) of the equity interests, representing one hundred percent(100%) of the issued and outstanding corporate capital of Penn Octane De Mexico, S. de R.L. de C.V.(“POM”);(e) the Equity Interest Purchase Option Agreement executed on April 7, 2006, by and among JoseVicente Soriano Garcia (“Soriano”), Dennis Michael Sanchez (“Dennis”) and Debtor, pursuant to whichSoriano and Dennis grant to RVOP or its designees the right to acquire all of the issued andoutstanding corporate capital of Tergas, S. de R.L. de C.V. (“Tergas”), together with (i) theIrrevocable Power of Attorney executed by Soriano dated September 24, 2004, and (ii) theIrrevocable Power of Attorney executed by Dennis dated April 7, 2006, each granting RVOP a power ofattorney with respect to such person’s respective interest in Tergas;
 
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(f) all accounts and general intangibles arising out of the U.S. Easements and PipelineAssets, the equity interests in Termatsal or POM or the Debtor’s rights with respect to the equityinterests in Tergas;(g) any property of Debtor to which it is entitled in its capacity as a holder of any of theU.S. Easements, Pipeline Assets, or the equity interests in Termatsal or POM or the Debtor’s rightswith respect to the equity interests in Tergas by way of distribution, return of capital orotherwise, and any claim which Debtor now or may in the future acquire in its capacity as a holderof any of the U.S. Easements, Pipeline Assets, or the equity interests in Termatsal or POM or theDebtor’s rights with respect to the equity interests in Tergas;(h) all books and records and all recorded data of any kind or nature, regardless of themedium of recording, including, without limitation, all software, writings, plans, specificationsand schematics, concerning the U.S. Easements, Pipeline Assets, or the equity interests inTermatsal or POM or the Debtor’s rights with respect to the equity interests in Tergas;(i) all supporting obligations of every nature, rights to payment of money, insurance refundclaims and all other insurance claims and proceeds with respect to the U.S. Easements, PipelineAssets, or the equity interests in Termatsal or POM or the Debtor’s rights with respect to theequity interests in Tergas; and(j) all proceeds, products, additions and accessions to the U.S. Easements, Pipeline Assets,or the equity interests in Termatsal or POM or the Debtor’s rights with respect to the equityinterests in Tergas and all substitutions and replacements for, and rents and profits of, any ofthe U.S. Easements, Pipeline Assets, or the equity interests in Termatsal or POM or the Debtor’srights with respect to the equity interests in Tergas.SECTION 2.2. Debtor acknowledges and agrees that, with respect to any term used herein that isdefined in either Article 9 of the Uniform Commercial Code in force in Texas, or Article 9 in forceat any relevant time or jurisdiction relating to the Collateral, the meaning to be given withrespect to any particular item of property shall be that under the more encompassing of the twodefinitions (the applicable Uniform Commercial Code is hereinafter referred to as the “UCC”).**ARTICLE III —****DEBTOR’S COVENANTS****.**Debtor covenants and agrees with the Secured Parties as follows:SECTION 3.1. Debtor shall notify the Secured Parties immediately in writing if Debtor: (i)changes or adds a name or mark to its business; (ii) changes in any respect the form under whichits business is operated; (iii) changes or adds a business location; or (iv) changes its state oforganization or registration.SECTION 3.2. Debtor shall deliver to the Secured Parties all originals of any certificatedsecurities, negotiable documents, instruments or chattel paper (as such terms are defined in theUCC) constituting Collateral as may be necessary under applicable law to perfect the securityinterests granted hereunder, each duly endorsed and accompanied by duly executed instruments oftransfer or assignment satisfactory to the Secured Parties.
 
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SECTION 3.3. Debtor shall, at its expense, defend the Secured Parties’ security interest inand to the Collateral against the claims and demands of all other persons, and appear in and defendany action, suit or proceeding which may affect its title to, or the Secured Parties’ securityinterest in, the Collateral.SECTION 3.4. Debtor shall, subject to the rights and powers of the Secured Parties otherwiseprovided for in this Agreement, in the Note or in the Letter, at its own expense: (i) collect allamounts due to the Debtor under the Collateral and take such other action as may be reasonablyrequested by the Secured Parties to enforce the Collateral, and (ii) maintain the Collateral ingood repair, working order and condition, normal depreciation and wear and tear excepted, andreplace any worn, broken or defective parts thereof.SECTION 3.5. Debtor shall not use or keep any Collateral, or permit it to be used or kept, forany unlawful purpose or in violation of applicable law.SECTION 3.6. Debtor shall, at its expense, perform and observe in all material respects allprovisions of the Collateral to be performed by it, and will not directly or indirectly, amend,modify, terminate, supplement or waive any right or consent to the amendment, modificationtermination, supplementation or waiver of any right with respect to the Collateral or under the RZBSubordination Agreement.SECTION 3.7. Debtor shall keep its books and records for the Collateral at its principal placeof business. Debtor shall not move such books and records, or the Collateral, without writtenconsent of the Secured Parties.SECTION 3.8. Debtor shall keep the Collateral free of unpaid charges, liens, securityinterests, and encumbrances (except those granted to the Secured Parties or the RZB Lien), shall atall times insure that the RZB Lien remains subordinate to the liens granted to the Secured Parties,and shall pay when due all taxes and assessments with respect to the Collateral or its use oroperation.SECTION 3.9. The Secured Parties shall have the right to inspect and make an inventory of theCollateral, and to examine Debtor’s books and records concerning the Collateral at all reasonabletimes and wherever located.SECTION 3.10. Debtor shall obtain and maintain coverage insuring the Collateral against fire,theft, and extended coverage risks ordinarily included in similar policies, all subject to theSecured Parties’ approval, with proceeds payable to Debtor and to the Secured Parties as theirinterests may appear. All policies shall require at least 15 days’ written notice to the SecuredParties before any material change or cancellation. Debtor shall give the Secured Parties acertificate or a copy of each such policy within 15 days after the date of this Agreement.SECTION 3.11. Debtor shall notify the Secured Parties within five days if Debtor becomesinvolved in any new claim or dispute, or in any litigation or other proceeding before any court,tribunal, or similar body, in which any potential recovery from Debtor may exceed $50,000.SECTION 3.12. Debtor shall not merge, consolidate, or acquire all or substantially all of theassets of any other person or entity without written notice to the Secured Parties.
 
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SECTION 3.13. Debtor and the Secured Parties agree that all payments received by the SecuredParties for payment of any of the Obligations shall be applied to the oldest portion of theObligations, whether evidenced by invoices or otherwise, unless otherwise applied by the SecuredParties.**ARTICLE IV  —  DEBTOR DEFAULT.**Any of the following shall be an event of Debtor default under this Agreement:SECTION 4.1. Failure of Debtor to pay any of the Obligations when due.SECTION 4.2. Failure of Debtor to perform any obligation under this Agreement.SECTION 4.3. Making false statements to the Secured Parties, or withholding any informationwith the intent to deceive the Secured Parties.SECTION 4.4. Loss, theft, damage or destruction, levy, seizure, or attachment of any of theCollateral, unless such Collateral is either (i) fully covered by insurance, or (ii) replaced asCollateral by property of equal or greater value, or unless (iii) any such levy, seizure, orattachment is released or dissolved within three days after it is made.SECTION 4.5. A change in the financial or other condition of Debtor or the Collateral suchthat in the Secured Parties’ opinion the Secured Parties’ risks are increased or the value orsecurity of the Collateral is impaired.SECTION 4.6. Debtor’s dissolution or termination of existence, or insolvency of Debtor; orDebtor’s inability to pay its debts as they mature; or the appointment of a receiver of anyproperty of Debtor; or Debtor’s filing of a voluntary petition in bankruptcy; or the adjudicationof Debtor as a bankrupt; or any transfer, without prior written consent by the Secured Parties, ofa substantial part of Debtor’s property.**ARTICLE V —****SECURED PARTIES’ REMEDIES****.**Upon any Debtor default, the Secured Parties at their option and without demand or notice toDebtor, may have any one or more of the following remedies, plus other remedies available underapplicable law:SECTION 5.1. Declare all Obligations due and payable, with interest thereon, from the date ofdefault until paid, at the rate of 10% per annum or the maximum rate permitted by law, whichever isless, unless a different rate is required by any applicable instrument.SECTION 5.2. Take possession of the Collateral wherever located; and Debtor hereby authorizesthe Secured Parties to enter upon Debtor’s premises and secure or identify the Collateral as theSecured Parties’.
 
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SECTION 5.3. Sell or otherwise dispose of the Collateral at public or private, sale, whetheror not Debtor is present at the sale, on such terms and in such manner as the SecuredParties may determine in compliance with the UCC and Debtor expressly agrees that reasonablenotice of the time and place of the sale shall be ten days.SECTION 5.4. Make demand for, and Debtor promptly shall deliver to the Secured Parties, inkind, the proceeds of any sale or other disposition of Collateral; and the Secured Parties shallhave the right to notify any or all account Debtors of Debtor of the Secured Parties’ securityinterest, and to require remittance directly to the Secured Parties of all sums due Debtor, andDebtor hereby authorizes the Secured Parties, in their sole and absolute discretion, to compromiseand settle any claims of the Debtor against third persons in a commercially reasonable manner, andto endorse Debtor’s name on any instruments received in payment of an account.SECTION 5.5. A default hereunder is also a default under the Note and the Letter and theSecured Parties shall have the right to pursue its remedies under such agreements and under thisAgreement, successively or concurrently, or otherwise as the Secured Parties may determine, and theSecured Parties shall not thereby be stopped or prevented from pursuing any other remedy it mayhave under such agreements, or under this Agreement, or by law.SECTION 5.6. Make demand for, and Debtor promptly shall pay to the Secured Parties anydeficiency if proceeds of any sale or other disposition of Collateral are insufficient to satisfythe Obligations; and, in addition, Debtor shall reimburse the Secured Parties upon demand for allcosts and expenses incurred by the Secured Parties in retaking, holding, and preparing theCollateral for disposition, and in the sale or other disposition, and for all attorneys’ fees,legal costs and expenses, and collection fees incurred by the Secured Parties in the exercise ofits rights and remedies under this Agreement and in the collection of Obligations. All such costsand expenses also shall be Obligations, secured under this Agreement.**ARTICLE VI —****GENERAL****.**SECTION 6.1. Debtor hereby authorizes the Secured Parties to prepare and/or file and/or addadditional information as it becomes available, or otherwise transmit any and all records,including but not limited to writings or other written documents, if applicable, which SecuredParties in their sole discretion shall deem necessary to create and perfect a security interestconsistent with this Agreement or with any future grant of a security interest authenticated byDebtor, (such authentication can be by any medium, written or unwritten, including but not limitedto telephone, electronic transmission or a writing) including but not limited to a securityagreement, initial financing statement, financing statement, in lieu of financing statement,amendments and continuation statements, by any means authorized by law, whether such law iscurrently in effect or becomes effective after the execution hereof, including electronic filing.Debtor understands and agrees that by executing this agreement, Debtor has hereby authenticated (asthat term is defined in the UCC) this Agreement as a record and authorizes the Secured Parties to(1) prepare and file such record(s) without the signature of Debtor, (2) to file such writingbearing any general, generic or super-generic description of the Collateral authorized by the UCCand (3) authorizes Secured Parties to file any future records which shall hereby be deemedauthenticated (as defined in the UCC) by Debtor.
 
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SECTION 6.2. Notwithstanding anything herein to the contrary, (a) the Debtor shall remainliable under the Collateral to the extent set forth therein and shall perform all of its duties andobligations thereunder to the same extent as if this Agreement had not been executed, (b) theexercise by the Secured Parties of any of the rights or powers conferred upon them under thisAgreement shall not release the Debtor from any of its duties or obligations under the Collateral,and (c) the Secured Parties shall not have any obligations or liability under the Collateral byreason of this Agreement, nor shall the Secured Parties be obligated to perform any of theobligations or duties of the Debtor thereunder, or to take any action to collect or enforce anyclaim for payment assigned hereunder. So long as a default shall not have occurred and becontinuing, Debtor shall be permitted to exercise all voting and other rights with respect to anyequity securities comprising Collateral as long as no vote shall be cast, or right exercised orother action taken which, in Secured Parties’ reasonable judgment, would, directly or indirectly,materially impair the value of any Collateral or which would be inconsistent with or result in adefault under the Letter. Upon the occurrence and during the continuance of a default, theaforesaid rights shall immediately and automatically vest in Secured Parties.SECTION 6.3. The Secured Parties’ sole duty with respect to the custody, safekeeping andphysical preservation of the Collateral in its possession, whether pursuant to §9-207 of the UCC orotherwise, shall be to deal with such Collateral in the same manner as it deals with similarproperty for its own account. Neither the Secured Parties, nor their respective directors,officers, employees or agents, shall be liable for failure to demand, collect or realize upon anyof the Collateral or for any delay in doing so or shall be under any obligation to sell orotherwise dispose of any of the Collateral upon the request of the Debtor or any other person or totake any other action whatsoever with regard to any of the Collateral. The rights of the SecuredParties hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties ofany right, power or remedy against the Debtor or against any other person which may be or becomeliable in respect of all or any part of the Obligations or against any collateral securitytherefor, guarantee thereof or right of offset with respect thereto. The Secured Parties shall nothave any obligation to exercise any of their rights or powers under this Agreement.SECTION 6.4. This Agreement shall create a continuing security interest in the Collateral andshall apply to all past, present and future Obligations, including, without limitation, Obligationsthat arise under transactions that continue any of the Obligations, increase or decrease any of theObligations, or from time to time create new Obligations after all or any prior Obligations havebeen satisfied. Upon termination or indefeasible payment, performance and discharge in full of theNote and the Letter, and the indefeasible payment, performance and discharge of all Obligations infull, the security interests granted under this Agreement shall terminate and Debtor shall beentitled to the return, upon its request and at its expense, of such of the Collateral in thepossession of the Secured Parties as shall not have been sold or otherwise applied pursuant to theterms hereof. The Secured Parties shall, promptly upon Debtor’s request, execute terminationstatements or other filings as Debtor may require and provide to Secured Parties in executable formto evidence the termination of this Agreement and the security interests granted hereby.
 
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SECTION 6.5. All notices shall be in writing and delivered personally or by certified mail,postage prepaid, to the other party at the following addresses*:*To Secured Parties:c/o TransMontaigne Product Services Inc.