Exhibit 10.4

                                PROMISSORY NOTE

                                AUGUST 15, 2005

     FOR  VALUE RECEIVED, the undersigned, RIO VISTA OPERATING PARTNERSHIP L.P.,
a  Delaware  limited  partnership  ("Borrower"), promises to pay to the order of
TRANSMONTAIGNE  PRODUCT  SERVICES  INC., a Delaware corporation,  ("Holder"), at
Holder's offices at 1670 Broadway Street, Suite 3100, Denver, Colorado 80202, or
at such other place Holder may from time to time designate, the principal sum of
ONE  MILLION  THREE  HUNDRED  THOUSAND DOLLARS ($1,300,000) (the "Loan Amount"),
together  with  interest thereon at the rate hereafter specified and any and all
sums  which  may  be  owing  Holder by Borrower pursuant to this Promissory Note
(hereinafter  referred  to  as  the  "Note").  This  Promissory  Note may not be
assigned  by  TransMontaigne  Product  Services  Inc.

     1.     Interest  Rate.     From  the  date  hereof  until  all  sums  due
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hereunder,  whether  principal, interest, charges, fees or other sums, have been
paid in full, interest shall accrue on the unpaid principal balance of this Note
at  a  rate  equal  to  the  prime  rate of interest for large U.S. Money Center
Commercial  Banks  published  under  "Money  Rates"  by  The Wall Street Journal
                                                         -----------------------
("Prime  Rate") plus two percent (2%) per annum, as described in paragraph three
below,  or  the highest rate permitted by law, whichever is lower.  The interest
rate  shall  fluctuate  as  the  Prime  Rate  fluctuates.

     2.     Calculation of Interest.   Interest shall be calculated on the basis
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of  a  three  hundred  sixty  (360) day year applied to the actual days on which
there  exists  an  unpaid  balance  hereunder.  Interest  shall  be  compounded
quarterly  in  arrears,  based on the time-weighted average of the interest rate
applicable  during  such  period,  provided, however, that interest shall not be
compounded  to  the  extent  such  compounding  would cause the interest rate to
exceed  the  maximum  rate  allowed  by  law.

     3.     Repayment  Schedule.   No  payments  shall  be due Holder during the
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first  90  days  of  the  Note  ("Grace  Period").  During  the Grace Period, no
interest  shall accrue but shall begin to accrue and become payable on the first
date  on  which  payments  to  the  Holder  will commence, except in the case of
acceleration  of  amounts  due  under  the  Note  pursuant  to  paragraph  five.
Borrower's  payments to Holder shall commence on the first day following the end
of  the Grace Period and shall consist of interest only on the principal balance
of  the Note.  Thereafter, interest shall be payable on the principal balance as
it  accrues  in  monthly  installments on the same day of each subsequent month.
The  entire principal balance and any other amounts due under this Note shall be
due  and  payable in full on the date that is 120 days from the date that Holder
delivers  to  Borrower  written  notice  of demand for full payment of this Note
("Maturity").  Borrower  shall  pay to Holder a late charge of 1% of any payment
amount  that  is  not  paid  within  10  days  after  Maturity.

     4.     Prepayment.   Borrower  shall  have  the  right  to  prepay  the
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indebtedness  evidenced  hereby  in  full or in part without penalty or premium.
All  payments  received hereunder shall be applied as follows: (i) to any costs,
attorney's  fees  and  other  charges  incurred  by  Holder  under


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this Note or under the agreement securing the indebtedness hereunder, other than
principal  and  interest;  (ii) to interest accrued but unpaid during any period
prior  to  Maturity  of the Note; (iii) to future interest payments not yet due;
and  (iv)  to  principal.

     5.     Acceleration.  At  the  option  of  Holder  and subject to the Grace
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Period,  the  entire balance of principal, accrued interest and other sums owing
under  this Note shall become at once due and payable in full, without notice or
demand,  upon  the  occurrence of any one of the following specified events: (i)
any  failure by Borrower to make any payment when due hereunder; (ii) the making
of  a  general  assignment  for  the benefit of creditors by Borrower; (iii) the
appointment  of a receiver for Borrower's assets and properties; (iv) the filing
of a petition or the commencement of a proceeding by or against Borrower for any
relief  under  bankruptcy  or insolvency laws, which proceeding is not dismissed
with thirty days; or (v) the dissolution, insolvency or liquidation of Borrower.

     6.     Expenses  of  Collection.  Borrower  shall  pay  all  of  Holder's
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reasonable  costs,  fees  (including,  but not limited to, reasonable attorneys'
fees)  and  expenses  resulting  from attempts by Holder to recover payments due
from  Borrower  under  this  Note, whether or not judgment has been confessed or
suit  has  been  filed.

     7.     Waiver of Protest.  Borrower and all parties now or hereafter liable
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for  payment of this Note waive presentment, demand, protest, notice of protest,
notice  of  dishonor  and  all  other notices and demands, other than any notice
which  may  be  required  pursuant  to any provision of any document executed in
connection  with  this  Note.

     8.     Binding  Nature.  This  Note  shall  inure  to the benefit of and be
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enforceable  to  Holder and Holder's successors and assigns and any other person
to  whom  Holder  may grant an interest in Borrower's obligations to Holder, and
shall be binding upon and enforceable against Borrower and Borrower's successors
and  assigns.

     9.     Security  for  Repayment.  The  payment of indebtedness evidenced by
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this  Note is secured by the property or collateral as set forth in that certain
Security  Agreement  dated  August 15, 2005 between the Holder and the Borrower.
Rights  and  obligations  with  respect  to  the  collateral are governed by the
Security  Agreement.

     IN  WITNESS WHEREOF, Borrower has executed this Promissory Note on the Date
first  above  written.

                                 BORROWER:

                                 RIO  VISTA  OPERATING  PARTNERSHIP  L.P.
ATTEST:                          By: Rio Vista Operating GP LLC, general partner

By:  /s/  Ian T. Bothwell        By:  /s/  Charles Handly
   -----------------------          -----------------------------
Name:  Ian T. Bothwell           Name:  Charles  Handly
Title: Assistant Secretary       Title:  President


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