Exhibit 10.3



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                           PURCHASE AND SALE AGREEMENT

                           DATED AS OF AUGUST 15, 2005

                                     BETWEEN

                      RIO VISTA OPERATING PARTNERSHIP L.P.

                                       AND

                      TRANSMONTAIGNE PRODUCT SERVICES INC.


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<PAGE>
<TABLE>
<CAPTION>
                                            TABLE OF CONTENTS

                                                                                                     Page
<S>                                                                                                  <C>
ARTICLE I  DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
  SECTION 1.1.    Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2

ARTICLE II  THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12
  SECTION 2.1.    Purchase and Sale of the Assets and Shares. . . . . . . . . . . . . . . . . . . .    12
  SECTION 2.2.    Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12
  SECTION 2.3.    Deliveries to Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12
  SECTION 2.4.    Deliveries to Seller. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
  SECTION 2.5.    Proceedings at Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13

ARTICLE III  PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
  SECTION 3.1.    Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
  SECTION 3.2.    Payment of Consideration and Transfer of Assets and Delivery of Shares
                    at Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
  SECTION 3.3.    Allocation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15

ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF SELLER. . . . . . . . . . . . . . . . . . . . . . . .    16
  SECTION 4.1.    Organization; Power and Authority . . . . . . . . . . . . . . . . . . . . . . . .    16
  SECTION 4.2.    Authorizations; Execution and Validity. . . . . . . . . . . . . . . . . . . . . .    16
  SECTION 4.3.    No Conflicts; Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17
  SECTION 4.4.    Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17
  SECTION 4.5.    Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18
  SECTION 4.6.    Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18
  SECTION 4.7.    Litigation; Orders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18
  SECTION 4.8.    Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18
  SECTION 4.9.    Employee and Benefit Matters. . . . . . . . . . . . . . . . . . . . . . . . . . .    19
  SECTION 4.10.   Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
  SECTION 4.11.   Title to Assets and Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
  SECTION 4.12.   Assigned Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
  SECTION 4.13.   Bank Accounts; Powers of Attorney . . . . . . . . . . . . . . . . . . . . . . . .    21
  SECTION 4.14.   Sufficiency of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
  SECTION 4.15.   Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
  SECTION 4.16.   Permits; Compliance with Applicable Law . . . . . . . . . . . . . . . . . . . . .    22
  SECTION 4.17.   Absence of Certain Changes. . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
  SECTION 4.18.   Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
  SECTION 4.19.   Ownership of Mexican Assets . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
  SECTION 4.20.   Disclaimer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23

ARTICLE V  REPRESENTATIONS AND WARRANTIES OF BUYER. . . . . . . . . . . . . . . . . . . . . . . . .    24
  SECTION 5.1.    Organization; Power and Authority . . . . . . . . . . . . . . . . . . . . . . . .    24
  SECTION 5.2.    Authorizations; Execution and Validity. . . . . . . . . . . . . . . . . . . . . .    24
  SECTION 5.3.    No Conflicts; Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
  SECTION 5.4.    Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
  SECTION 5.5.    Investment Intent; Sophisticated Buyer. . . . . . . . . . . . . . . . . . . . . .    25


                                        i
<PAGE>
  SECTION 5.6.    Financial Ability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
  SECTION 5.7.    Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
  SECTION 5.8.    Disclaimer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26

ARTICLE VI  COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
  SECTION 6.1.    Covenants of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
  SECTION 6.2.    Covenants of Buyer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    29
  SECTION 6.3.    Other Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30

ARTICLE VII  TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
  SECTION 7.1.    Preparation and Filing of Tax Returns . . . . . . . . . . . . . . . . . . . . . .    37
  SECTION 7.2.    Access to Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
  SECTION 7.3.    Seller's Tax Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . .    39
  SECTION 7.4.    Buyer's Tax Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
  SECTION 7.5.    Tax Indemnification Procedures. . . . . . . . . . . . . . . . . . . . . . . . . .    39

ARTICLE VIII  CONDITIONS PRECEDENT TO BUYER'S OBLIGATION. . . . . . . . . . . . . . . . . . . . . .    40
  SECTION 8.1.    Accuracy of Representations and Warranties. . . . . . . . . . . . . . . . . . . .    40
  SECTION 8.2.    Performance of Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
  SECTION 8.3.    Officers' Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
  SECTION 8.4.    No Order. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
  SECTION 8.5.    Certified Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
  SECTION 8.6.    Secretary's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
  SECTION 8.7.    Unitholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
  SECTION 8.8.    Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
  SECTION 8.9.    Liens and Secured Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    36
  SECTION 8.10.   PMI Contract. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
  SECTION 8.11.   Due Diligence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
  SECTION 8.12.   Authorization to Assign . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
  SECTION 8.13.   Governmental Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
  SECTION 8.14.   Business Employees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
  SECTION 8.15.   POM Mexican Permit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
  SECTION 8.16.   Tergas Environmental Permit . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
  SECTION 8.17.   Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
  SECTION 8.18.   Concurrent Closing with Penn. . . . . . . . . . . . . . . . . . . . . . . . . . .    40
  SECTION 8.19.   No Change in Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40

ARTICLE IX  CONDITIONS PRECEDENT TO SELLER'S OBLIGATION . . . . . . . . . . . . . . . . . . . . . .    43
  SECTION 9.1.    Accuracy of Representations and Warranties. . . . . . . . . . . . . . . . . . . .    43
  SECTION 9.2.    Performance of Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
  SECTION 9.3.    Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
  SECTION 9.4.    No Order. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
  SECTION 9.5.    Certified Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
  SECTION 9.6.    Secretary's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
  SECTION 9.7.    No Change in Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
  SECTION 9.8.    Unitholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45


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<PAGE>
ARTICLE X  TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
  SECTION 10.1.   Termination of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
  SECTION 10.2.   Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44

ARTICLE XI  INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
  SECTION 11.1.   Seller Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
  SECTION 11.2.   Buyer Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
  SECTION 11.3.   Indemnification Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . .    46
  SECTION 11.4.   Limits on Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . .    46
  SECTION 11.5.   Certain Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    47
  SECTION 11.6.   Exclusive Remedy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45

ARTICLE XII  GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
  SECTION 12.1.   Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
  SECTION 12.2.   Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
  SECTION 12.3.   Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
  SECTION 12.4.   Successors and Assigns; Parties in Interest . . . . . . . . . . . . . . . . . . .    49
  SECTION 12.5.   Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    49
  SECTION 12.6.   Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    49
  SECTION 12.7.   Governing Law, Consent to Jurisdiction. . . . . . . . . . . . . . . . . . . . . .    50
  SECTION 12.8.   Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    50
  SECTION 12.9.   Release of Information; Confidentiality . . . . . . . . . . . . . . . . . . . . .    50
  SECTION 12.10.  Joint and Several . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    50
  SECTION 12.11.  Certain Construction Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . .    50
  SECTION 12.12.  Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    51
  SECTION 12.13.  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    51
</TABLE>


EXHIBITS
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A    - Seller's Approvals and Consents
B    - General Assignment, Conveyance and Bill of Sale
         Annex 1 - Fee Properties
         Annex 2 - Leases
         Annex 3 - Improvements
         Annex 4 - Easements
         Annex 5 - Personal Property
         Annex 6 - Assigned Contracts
         Annex 7 - Permits
C    - Assumption Agreement
D-1  - Promissory Note
D-2  - Security Agreement



                                      iii
<PAGE>
SCHEDULES
---------

1.1(a)     - Seller's Individuals with Knowledge
1.1(b)     - Mexican Assets/Permits
1.1(c)     - List of Note Holders
3.1        - Calculation of Inter-Company Debt and Net Working Capital
4.3        - Seller's and Companies' Conflicts/Consents
4.6        - Balance Sheets
4.7        - Litigation; Orders
4.8        - Environmental Matters
4.9(a)     - Business Employees
4.9(b)     - Employee Matters
4.9(c)     - Seller Plans
4.10       - Taxes
4.12       - Assigned Contracts
4.13       - Bank Accounts and Powers of Attorney
4.15       - Insurance
4.16       - Permits and Mexican Permits/Compliance
4.17       - Certain Changes
4.18       - Fees
4.19       - Ownership of Mexican Assets
5.3        - Buyer's Conflicts/Consents
6.3(e)(i)  - Minimum Requirement
6.3(g)     - Easements and Rights-of-Way
8.8-A      - BND Assignment of Lease for Lease No.2823
8.8-B      - BND Assignment of Lease for Lease No.3165
8.8-C      - BND Assignment of Lease for Lease No. 3154



                                       iv
<PAGE>
                           PURCHASE AND SALE AGREEMENT

     This  PURCHASE  AND  SALE  AGREEMENT,  dated  as  of  August 15, 2005 (this
"Agreement"),  is  entered  into  by and between RIO VISTA OPERATING PARTNERSHIP
L.P.,  a Delaware limited partnership ("Rio"), PENN OCTANE INTERNATIONAL, LLC, a
Delaware  limited  liability  company  ("International")  (Rio and International
being herein sometimes collectively referred to as "Seller"), and TRANSMONTAIGNE
PRODUCT  SERVICES  INC.  ("Buyer").  Buyer  and Seller may be referred to herein
individually  as  a  "Party"  or  collectively  as  the  "Parties."

                                    RECITALS

     Seller  is the owner of various leases, pipelines, terminals, contracts and
other  assets used by Seller in the purchase, transportation, marketing and sale
of  LPG,  all  of  such leases, pipelines, terminals, contracts and other assets
being  more particularly described in the following provisions of this Agreement
and  collectively  defined  as  the  "Assets".

     Seller  is  also  the  wholly owned subsidiary of Rio Vista Energy Partners
L.P. ("RVEP"), an Affiliate of Penn Octane Corporation ("Penn"), which, in turn,
has  concurrently  executed  a  Purchase  and  Sale Agreement with Buyer for the
acquisition  by  Buyer of various leases, contracts, a pumping station and other
assets  used  in  the  purchase,  transportation,  marketing  and  sale of LPG .

     Seller also owns all of the Equity Interests (defined below) in Penn Octane
de  Mexico,  S.  de  R.L.  de  C.V.,  a  limited  liability company (sociedad de
responsabilidad  limitada  de  capital  variable) duly incorporated and existing
under  the  laws  of Mexico ("POM"), and Termatsal S. de R.L. de C.V., a limited
liability  company  (sociedad  de  responsabilidad limitada de capital variable)
duly incorporated and existing under the laws of Mexico ("Termatsal"). Likewise,
Seller  has  in  place  certain  corporate and contractual arrangements based on
which  it  has  certain  rights  for indirect control of Tergas, S.A. de R.L. de
C.V.,  a  limited  liability  company  (sociedad  de responsabilidad limitada de
capital  variable)  duly  incorporated  and  existing  under  the laws of Mexico
("Tergas"),  which  is  owned by certain individuals of Mexican nationality (the
"Individual  Tergas Owners") (all of such Equity Interests in POM, Termatsal and
Tergas  being  herein  collectively referred to as the "Shares"). POM, Termatsal
and  Tergas  are  herein  collectively  referred  to  as  the  "Companies."

     It  is the intent of the Parties hereto that the Closing of the transaction
contemplated  by  this  Agreement is specifically contingent upon the concurrent
Closing  of  the  transaction  contemplated  in  the Purchase and Sale Agreement
between  Penn  and  Buyer.

     Buyer  desires  to  purchase  from Seller, and Seller is willing to sell to
Buyer, (i) the Assets and (ii) the Shares of the Companies, as further described
in  this  Agreement.

     Seller  as  owner  of  the  Companies,  is  in  a  position to exercise its
contractual  option  to acquire 100% of Tergas from the Individual Tergas Owners
as  part  of  the  transaction  contemplated  herein.


                                        1
<PAGE>
     NOW,  THEREFORE, in consideration of the premises, the terms and provisions
set  forth  herein,  the mutual benefits to be gained by the performance thereof
and  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged,  the  Parties  agree  as  follows:

                                    ARTICLE I
                                   DEFINITIONS

     SECTION  1.1.     CERTAIN  DEFINITIONS.
                       --------------------
               As  used  in this Agreement, the terms set forth below shall have
the  following  respective  meanings:

     "Actively  Employed"  means  that  the individual is an employee of Seller,
RVEP  or  any  of the Companies on the day immediately prior to the Closing Date
and  on the Closing Date either such individual is performing his or her regular
occupation  for  his  or her employer (either at such employer's usual places of
business  or  at  some  location  to which such employer's business requires the
employee  to  travel)  or is on a previously scheduled and approved time-off, or
such  other  leave of absence that would not have prevented such employee (if he
or  she  had  become  a  U.S.  Continuing  Employee as of the Closing Date) from
receiving  immediate  coverage  as of the Closing Date under the welfare benefit
plans  maintained by the Buyer Employer that will be provided to U.S. Continuing
Employees  as  of  the  Closing  Date.

     "Adverse  Claim"  means,  with  respect  to any security or other financial
instrument,  an "adverse claim" as defined in Section 8-102(a)(1) of the Uniform
Commercial  Code  as  in  effect  in  the  State  of  Texas.

      "Affiliate"  means, with respect to any Person, (a) any Subsidiary of such
Person  or  (b)  any  other  Person  that,  directly or indirectly, controls, is
controlled  by,  or is under common control with, such Person.  For the purposes
of  this  definition,  "control"  means the possession of the power to direct or
cause  the  direction of management and policies of such Person, whether through
the  ownership  of  voting  securities,  by  contract,  or  otherwise.

     "Agreement"  has  the  meaning  given  in  the  Preamble.

     "Assets" means the following assets of Rio, other than the Retained Assets:

          (a)     all  real  property  held  in  fee  by Rio or RVEP used in the
Business  in  the United States consisting of  those described on Annex 1 to the
General  Assignment  (collectively,  the  "Fee  Properties");

          (b)     all  leases  of  real  property  (excluding the four executive
offices  located  in  Houston,  Texas,  Seal  Beach,  California,  El  Segundo,
California,  and  Palm  Desert,  California  and  all  furniture,  fixtures  and
equipment  located  therein)  used  in the conduct of the Business in the United
States  including, without limitation, those described on Annex 2 to the General
Assignment  (collectively,  the  "Leases");

          (c)     the  PMI  Contract;


                                        2
<PAGE>
          (d)     all  structures,  fixtures,  facilities,  pipelines,  tanks,
terminals,  racks,  pumping facilities and appurtenances located on or under the
real  property  described in clauses (a) and (b) above including those described
on  Annex  3  to  the  General  Assignment  (collectively,  the "Improvements");

          (e)     all  easements,  rights  of way, property use agreements, line
rights and real property licenses (including right-of-way Permits from railroads
and  road  crossing  Permits  or  other  right  of way Permits from Governmental
Authorities)  held by Rio or RVEP in connection with the conduct of the Business
in  the  United States including, without limitation, those described on Annex 4
to  the  General  Assignment  (the  "Easements");

          (f)     to the extent the same do not constitute Improvements, any and
all  fittings,  cathodic  protection  ground beds, rectifiers, local supervisory
control  software  (SCADA), machinery, equipment, pumps, engines, pipes, valves,
connections,  gates,  computer hardware and all other tangible personal property
used  in  the  Business  including  those  described  on  Annex 5 to the General
Assignment  (the  "Personal  Property");

          (g)     the  contracts  and  agreements related to the sale, purchase,
marketing,  transportation  and  storage  of LPG in connection with the Business
(including  the  PMI Contract) and any leases of personal property to which Rio,
RVEP  or  any  of  the Companies is a party and that are described on Annex 6 to
the  General  Assignment  (the  "Assigned  Contracts");

          (h)     all  permits,  licenses,  certificates,  authorizations,
registrations,  orders,  waivers,  variances  and  approvals  granted  by  any
Governmental  Authorities  or third Persons to  Rio or RVEP, or its predecessors
in  interest  for the ownership or conduct of the Business in the United States,
in  each  case  to  the extent the same are assignable by Seller including those
listed  on  Annex  7  to  the  General  Assignment  (the  "Permits");

          (i)     all  LPG  and  any  other  hydrocarbons  (in whatever physical
state)  owned  by  Rio,  RVEP  or  any  of  the Companies in connection with the
Business  (including  any  of  the  same  classified  as inventory ) and whether
located  in  storage  facilities,  pipelines,  or other facilities or structures
owned  or  leased  by  Rio,  RVEP  or  any  of  the  Companies or other Persons;

          (j)     all  books, records and documents relating to the ownership or
operation  of  the Business, Assets or the Companies (other than medical records
of  employees  or  medical  records  of  independent  contractors  of Rio or the
Companies  for  which  written consent of the applicable employee or independent
contractor  to  the  release  of  such  records  is not obtained), including all
contract,  tax,  financial,  technical,  insurance (past and present), pipeline,
right  of way, system mapping, engineering, environmental, safety and permitting
records,  information and files (the "Books and Records); excluding, however the
records  which  will be retained by Seller (the "Retained Records"), which shall
consist of (i) corporate records of Seller not directly related to the operation
of  the  Assets  or  Business,  (ii)  records  necessary  for Seller's continued
operations  following  the  Closing  and (iii) copies of any records required in
connection with preparation of any Tax Returns required to be filed by Seller or
Seller's  Affiliates.

          (k)     all  deposits and all service charges, utility bills and other
goods  or  services  prepaid  by Rio, RVEP or any of the Companies in connection
with  the  Business;


                                        3
<PAGE>
          (l)     all  claims, causes of action, rights and remedies arising out
of  the conduct of the Business or the ownership of the Assets or Companies; and

          (m)     all  patents  and  patent applications, and other intellectual
property rights, United States or foreign, owned or licensed by Rio, RVEP or any
of  the  Companies  and  used in the conduct of the Business (provided, however,
that  the  Assets shall not  include trademarks and service marks, trademark and
service  mark registrations and applications, trade names, logos, copyrights and
copyright  registrations  and  applications  technology, know-how, and processes
utilized  or  owned  by  Seller)

     "Assigned  Contracts"  has  the  meaning given in the subsection (g) of the
definition  of  Assets.

     "Assumed  Liabilities"  means  the  liabilities, obligations or Losses that
occur, and require payment, performance or resolution, as a result of and in the
course  of operation of the Business, the Assets and the Mexican Assets by Buyer
or  the  Companies during the period on or after the Closing Date, including the
Inter-Company  Debt.

     "Assumption  Agreement"  has  the  meaning  given  in  Section  2.4(b).

     "Balance  Sheets"  has  the  meaning  given  in  Section  4.6.

     "Basket  Amount"  has  the  meaning  given  in  Section  11.4(a).

     "Benefit  Plan"  means:  (a)  each "employee benefit plan," as such term is
defined  in  Section  3(3)  of  ERISA,  (b)  each plan that would be an employee
benefit  plan  if  it  was subject to ERISA, such as foreign plans and plans for
directors,  (c) each stock bonus, stock ownership, stock option, stock purchase,
stock appreciation rights, phantom stock, or other stock plan (whether qualified
or  nonqualified),  and  (d)  each  bonus,  deferred  compensation,  incentive
compensation,  vacation  or  supplemental  income  plan,  policy or arrangement.

     "BND"  shall  mean  the  Brownsville  Navigation  District.

     "Books  and  Records"  has  the  meaning  given  in  subsection  (j) of the
definition  of  Assets.

     "Business"  shall  mean the business currently or historically conducted by
Rio,  RVEP  or  any  of  the  Companies  with respect to and including the Owned
Pipelines,  the  PMI  Contract,  the  Companies  and the Mexican Assets, and the
purchase,  transportation,  storage  and  marketing  of  LPG.

     "Business  Day" means any day other than a Saturday, Sunday or day on which
commercial  banks  in  Texas are authorized or required by Law to remain closed.

     "Business  Employees"  means  the  International Business Employees and the
U.S.  Business  Employees  and  excluding  any  employees  of  Seller who occupy
management  positions  or  administrative  positions  and who work in any of the
Sellers  four  executive  offices  located  in  Houston,  Texas,  Seal  Beach,
California,  El  Segundo,  California,  or  Palm  Desert,  California.


                                        4
<PAGE>
     "Buyer"  has  the  meaning  given  in  the  Preamble.

     "Buyer  Confidentiality  Agreement"  means  that  certain letter agreement,
dated  as  of  June  6,  2005,  by  and  between  Rio  and  Buyer.

     "Buyer  Employer"  has  the  meaning  given  in  Section  6.3(h)(i).

     "Closing"  has  the  meaning  given  in  Section  2.2.

     "Closing  Date"  has  the  meaning  given  in  Section  2.2.

     "Closing  Effective  Time"  means  7:00 a.m., central daylight time, on the
Closing  Date.

     "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

     "Collateral"  has  the  meaning  given  in  Section  3.1(d).

     "Company" means any of POM, Termatsal or Tergas, and "Companies" shall mean
all  of  them.

     "Contract"  means  any  written contract, agreement, indenture, note, bond,
loan, instrument, lease, conditional sale contract, mortgage or insurance policy
including any partnership, joint venture or operating agreement, any contract or
agreement  that grants a right of first refusal or right of first negotiation or
other  preferential right to a third party, any contract or agreement containing
covenants  limiting  the freedom to engage in any line of business or to compete
with  any  Person, any collective bargaining agreement, any employment, personal
services, consulting, severance or similar agreement for any employees of Seller
or  the Companies, including, without limitation, the Assigned Contracts and the
PMI  Contract.

     "Deficiency  Amount"  means  the difference between the Minimum Requirement
and  actual LPG inventory comprising the Assets at the Closing Effective Time as
determined  pursuant  to Schedule 6.3(e)(i) in conjunction with the Purchase and
Sale  Agreement  between  Buyer  and  Penn.

     "Easements"  has  the meaning given in the subsection (e) of the definition
of  Assets.

     "Encumbrances"  means  any  security  interest,  pledge,  mortgage,  lien
(statutory  or  otherwise),  charge,  encumbrance,  trust,  Adverse  Claim,
preferential  arrangement  or restriction of any kind, including any restriction
on  the  use,  transfer,  or  other  exercise  of  any  attributes of ownership.

     "Environmental  Audit"  has  the  meaning  given  in  Section  6.3(f)(i).

     "Environmental  Condition"  means:

     (a)  the  presence  (or  any Release) of a Hazardous Material from, in, on,
          under  or  onto any properties or the environment in alleged violation
          of  any  Environmental  Laws;


                                        5
<PAGE>
     (b)  the  presence  (or  any Release) of a Hazardous Material from, in, on,
          under  or  onto  any  property  or the environment that results in any
          Losses;

     (c)  any  proceedings  or  investigatory,  enforcement,  cleanup,  removal,
          containment,  remedial, or other private or governmental or regulatory
          action  at  any  time  threatened in writing, instituted, or completed
          against  or in respect to any properties or any use or activity on any
          properties  pursuant  to any applicable Environmental Laws relating to
          Hazardous  Materials  or  alleged  violation  of  Environmental  Laws;

     (d)  the  presence  (or  any Release) of a Hazardous Material from, in, on,
          under  or  onto  any  properties  or  the  environment  resulting in a
          Material  Adverse  Effect;  or

     (e)  any alleged violation of Environmental Laws that occurred prior to the
          Closing  Date.

     "Environmental  Laws"  means any Law or Order relating to protection of the
environment,  including,  persons or the public welfare from actual or potential
exposure  (or  the  effects  of  exposure) to any actual or potential Release or
regarding  the  manufacture,  processing, production, gathering, transportation,
generation,  use,  treatment,  or  storage  of  any  Hazardous  Materials.

     "Equity  Interests"  shall  mean,  with  respect to any Person, any and all
shares,  interests,  participations  or  other equivalents, including membership
interests  (however  designated,  whether voting or nonvoting or certificated or
non-certificated),  of  equity  of  such  Person, including, if such Person is a
partnership,  partnership  interests  (whether general or limited) and any other
interest  or participation that confers on a Person the right to receive a share
of  the  profits and losses of, or distributions of property of, or the right to
vote in the decisions of such partnership, excluding debt securities convertible
or  exchangeable  into  such  equity.

     "ERISA"  means  the  Employee  Retirement  Income  Security Act of 1974, as
amended.

     "ERISA  Affiliate" means, with respect to any Person, any other Person that
is  a member of a group described in Section 414(b), (c), (m) or (o) of the Code
or  Section  4001(b)(1)  of  ERISA  that includes the first Person, or that is a
member  of  the  same "controlled group" as the first Person pursuant to Section
4001(a)(14)  of  ERISA.

     "Escrow  Agent"  means Stewart Title Company of Cameron County, Texas , 955
Paredes  Line  Road,  Brownsville,  Texas  78521.

     "Fee  Properties"  has  the  meaning  given  in  the  subsection (a) of the
definition  of  Assets.

     "General  Conveyance"  has  the  meaning  given  in  Section  2.3(a).

     "Governmental  Authority"  means  any  U.S.  or  Mexico  federal,  state,
provincial  or local government or governmental regulatory body and any of their
respective  subdivisions, agencies, instrumentalities, authorities or tribunals.


                                        6
<PAGE>
     "Hazardous  Materials" means any substance, whether solid, liquid, gaseous,
or  any  combination  of  the  foregoing  or  any  other substance not expressly
mentioned  herein:  (a)  that  is  listed, defined, or regulated as a "hazardous
material,"  "hazardous  waste,"  "solid  waste,"  "hazardous  substance," "toxic
substance,"  "contaminant,"  or "pollutant" or otherwise classified as hazardous
or  toxic,  in  or  pursuant  to any Environmental Laws or otherwise prohibited,
limited  or  regulated  under  any  Environmental  Laws; (b) that is or contains
asbestos,  polychlorinated  biphenyls, radon, urea formaldehyde foam insulation,
or  explosive  or  radioactive  materials, and (c) that is or contains petroleum
hydrocarbons,  petroleum  products,  natural  gas, crude oil, or any components,
fractions,  or  derivatives  thereof.

     "Hire  Date"  has  the  meaning  given  in  Section  6.3(h)(i).

     "Idled  Tank"  means  that  tank consisting of a disassembled 15,000-barrel
sphere  currently  located  at  the  Mexican  Terminal  Site.

     "Improvements"  has  the  meaning  given  in  the  subsection  (d)  of  the
definition  of  Assets.

     "Indemnified  Party"  has  the  meaning  given  in  Section  11.3.

     "Indemnifying  Party"  has  the  meaning  given  in  Section  11.3.

     "Individual  Tergas  Owners"  has  the  meaning  given  in  the  Recitals.

     "Inter-Company  Debt"  means  any  indebtedness  for  money  owing  by  the
Companies  to  Seller  or  any  of  its Affiliates as reflected on Schedule 3.1.

     "International  Business  Employee" means any individual who is an employee
of  Seller,  RVEP  or  any  of  the Companies and who is principally employed in
Mexico  in  connection  with  the  Business.

     "Knowledge"  means  with  respect to Seller, the actual knowledge after due
inquiry  of  any  of  the  individuals  specified  on  Schedule  1.1(a).

     "Law"  means  any  U.S.  or Mexico federal, state, provincial or local law,
statute,  rule,  ordinance,  code  or  regulation.

     "Leases"  has  the meaning given in the subsection (b) of the definition of
Assets.

     "Legal  Proceeding"  means any judicial, administrative or arbitral action,
suit,  investigation  or proceeding (public or private) by or before any U.S. or
Mexico  court  or  other  Governmental  Authority.

     "Lenders"  means  those  note  holders  described  in  Schedule  1.1(c).

     "Lien"  means any lien, pledge, mortgage, deed of trust, security interest,
attachment,  levy  or  other  similar  encumbrance.


                                        7
<PAGE>
     "Losses"  means  claims,  judgments,  causes  of  action,  liabilities,
obligations,  damages,  losses,  deficiencies,  costs  and  expenses.

     "LPG"  means  liquefied  petroleum  gas.

     "LPG  Tanks"  has  the  meaning  given  in  Section  3.1(d)(ii).

     "Material  Adverse  Effect"  means  any  condition,  circumstance, event or
effect  that  would  be  material  and  adverse  to  the  operation or condition
(financial  or  otherwise)  of  the  Business,  the Assets, the Companies or the
financial  condition of Seller including any casualty loss to, or taking through
an  eminent domain procedure of any of the Assets, in an amount of $50,000.00 or
more.

     "Materiality  Requirement"  has  the  meaning  given  in  Section  11.4(d).

     "Mexican  Assets"  means  any  sort  of assets, facilities, goods or rights
owned  or  otherwise  to  which  the Companies may have a real property right or
other  rights in Mexico, tangible or intangible, including those assets, Mexican
Permits  and  concessions,  and  real estate property and facilities, including,
without  limitation,  the  Idled  Tank,  the  Mexican  Right of Way, the Mexican
Terminal  Site,  and  the  Owned  Pipelines,  all  as listed in Schedule 1.1(b).

     "Mexican  Permits"  means  all  permits,  licenses,  certificates,
authorizations,  registrations, orders, waivers, variances and approvals granted
by  any  Mexican  Governmental  Authorities  or  third Persons to Rio, RVEP, the
Companies  or  their  respective  predecessors  in interest for the ownership or
conduct  of  the  Business  in  Mexico,  including those listed Schedule 1.1(b).

     "Mexican  Right  of  Way"  means any and all easements, real estate rights,
surface  occupation  rights, leases of any of the Companies for the construction
and  operation of the LPG terminal and transportation pipelines in Mexico by the
Companies.

     "Mexican Terminal Site" means the plot of land and associated equipment and
improvements  owned  by Termatsal, where the LPG or other petroleum products are
stored,  which  is  located  at  Carretera  Sendero  Nacional  Km. 9, desviacion
Carretera  La  Risita-Lucio  Blanco  Km.  3.4  desviacion  brecha  22 s/n (a 500
metros),  Ejido  La  Gloria,  C.P.  87560,  Matamoros,  Tamaulips,  Mexico.

     "Minimum  Requirement"  has  the  meaning  given  in  Section  6.3(e)(i).

     "Order"  means  any  order,  judgment, injunction, ruling, or decree of any
U.S.  or  Mexico  court  or  other  Governmental  Authority.

     "Owned  Pipelines"  means  the  approximately  23-mile  6-inch  and  8-inch
pipelines  and  associated  equipment  and  improvements connecting the terminal
facility  owned  by  Rio  in  Brownsville,  Texas  to  the Mexican Terminal Site

     "Party"  or  "Parties"  has  the  meaning  given  in  the  Preamble.

     "Penn"  has  the  meaning  given  in  the  Recitals.


                                        8
<PAGE>
     "Permits"  has the meaning given in the subsection (h) of the definition of
Assets.

     "Permitted  Encumbrances"  shall  mean,  with respect to or upon any of the
Assets,  any  Liens,  caveats,  claims, rights (including rights of Governmental
Authorities),  reservations,  exceptions,  easements, rights of way, conditions,
restrictions  (including  restrictive  covenants  and  zoning  and  land  use
restrictions  imposed  by  applicable laws, regulations and ordinances), leases,
licenses  and  other  similar  title exceptions or other imperfections of title,
restrictions or encumbrances affecting such Assets that were not incurred in the
borrowing  of money and, individually and in the aggregate, are not  expected to
have  a  Material  Adverse  Effect  or  materially interfere with the use of the
Assets  in  the  ordinary  conduct  of  the  Business.

     "Person"  means  any  natural  person,  corporation,  partnership,  limited
liability  company,  trust,  unincorporated  organization  or  economic  unit,
Governmental  Authority, government instrumentality or other entity of any kind.

     "Petroleum  Tanks"  has  the  meaning  given  in  Section  3.1(d)(i).

     "PMI"  means P.M.I. Trading Limited, a corporation organized under the Laws
of  Ireland,  having  the administration of its business and place of address in
Mexico  City,  Mexico.

     "PMI  Contract"  means  the Matamoros LPG Mix Purchase and Sales Agreement,
dated  June 4, 2005, by and between RVEP and PMI for the purchase of LPG for the
period  of  June  4,  2005  through  March  31,  2006.

     "POM"  has  the  meaning  given  in  the  Recitals.

     "Pre-Closing  Tax  Period"  has  the  meaning  given  in  Section  7.1(d).

     "Purchase  Price"  has  the  meaning  given  in  Section  3.1(a).

     "Real  Property" means the real property (i) covered by the Fee Properties,
the  Leases,  the  Mexican  Right  of  Way,  the  Mexican  Terminal  Site,  the
Improvements  and  the Easements, and (ii) on which are located any of the other
Mexican  Assets.

     "Release"  means  any  releasing,  depositing,  spilling, leaking, pumping,
pouring,  placing,  emitting,  discarding,  abandoning,  emptying,  discharging,
migrating,  injecting,  escaping,  leaching,  dumping  or  disposing.

     "Retained  Assets"  means  all  assets  of Rio which are not intended to be
transferred  by  Seller  to  Buyer  including  but  not  limited  to:

          (a)     the  four  executive  offices  located in Houston, Texas, Seal
Beach,  California,  El Segundo, California, and Palm Desert, California and all
furniture,  fixtures  and  equipment  (including  computers)  located  therein;

          (b)     trademarks  and  service  marks,  trademark  and  service mark
registrations  and  applications,  trade  names, logos, copyrights and copyright
registrations  and  applications technology, know-how, and processes utilized or
owned  by  Seller;


                                        9
<PAGE>
          (c)     the  Retained  Records;  and

          (d)     all  cash,  accounts  receivable, notes receivable, securities
(other than the Shares) and other assets owned by Seller, RVEP or the Companies.

     "Retained  Liabilities"  means  all  liabilities, obligations and Losses of
Seller, RVEP or any of the Companies relating to periods before the Closing Date
other  than  the  Assumed  Liabilities  including  but  not  limited  to:

          (a)     all  liabilities,  obligations  or  Losses  arising  out  of
violations  by  Seller  ,  RVEP  or  any  of  the  Companies  of Laws, including
Environmental  Laws;

          (b)     all liabilities, obligations or Losses for criminal sanctions,
fines,  penalties  or  assessments imposed at any time by any competent court or
Governmental Authority with respect to the conduct of the Business, operation of
the  Assets  or  operation  of  the  Mexican  Assets;

          (c)     all  liabilities,  obligations  or  Losses  arising  from  the
transportation  and  disposal, or arrangement thereof, of Hazardous Materials by
Seller or its agents off the Real Property or otherwise from Hazardous Materials
that  resulted  from the Business that are Released or threatened to be Released
from  any  non-Real Property (including but not limited to the removal of all of
the  materials  from  the  Petroleum Tanks and associated piping) as provided in
Section  6.3  (j);

          (d)     all  liabilities,  obligations  or  Losses  arising out of the
negotiations with third party landowners for easements and rights-of-way for the
conduct  of  the  Business,  operation of the Assets or operation of the Mexican
Assets  as  provided  in  Section  6.3(g);  and

          (e)     the  obligations,  liabilities,  or  Losses  (including  all
accounts  payable  and  notes  payable),  excluding the Inter-Company Debt, that
occur, and require payment, performance or resolution, as a direct result of and
in the course of operation of the Business, the Assets and the Mexican Assets by
Seller  or  the  Companies  during  the  period  before  the  Closing  Date.

     "Retained Records" has the meaning given in paragraph (j) of the definition
of  Assets.

     "Rio"  has  the  meaning  given  in  the  Preamble.

     "Rio  GP"  means  Rio  Vista  GP LLC, a Delaware limited liability company.

     "RVEP"  has  the  meaning  given  in  the  Recitals.

     "Secured  Debt Facility" means the Amended and Restated Line Letter entered
into between Seller, and RZB Finance LLC, dated as of September 15, 2004, as the
same  may  be  amended,  modified or supplemented and all mortgages, guarantees,
reimbursement  agreements, security agreements and other instruments, agreements
or  documents  entered into or delivered by Seller, RVEP or any of the Companies
in  connection  therewith.


                                       10
<PAGE>
     "Secured  Debt Lender" means RZB Finance LLC in its capacity as agent under
the  Secured  Debt  Facility.

     "Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.

     "Selected  Employees"  has  the  meaning  given  in  Section  6.3(h)(iv).

     "Seller"  has  the  meaning  given  in  the  Preamble.

     "Seller  Group"  means the affiliated group of corporations of which Seller
is  the common parent, which join in the filing of a consolidated federal income
tax  return  (and  any  similar  group  under  state  law).

     "Seller  Plans"  means  all Benefit Plans that are sponsored, maintained or
contributed to by Seller, RVEP or any of the Companies on behalf of the Business
Employees.

     "Shares"  has  the  meaning  given  in  the  Recitals.

     "Subsidiary"  means,  with  respect  to  any  Person,  any  corporation,
partnership,  limited  liability  company,  sociedad  anonima,  sociedad  de
responsabilidad limitada, whether incorporated in the U.S., Mexico or otherwise,
or  other  entity  of  which  a majority of the Equity Interests having ordinary
voting power to elect a majority of the board of directors, board of managers or
other  similar managing body of such corporation, partnership, limited liability
company,  or  other  entity  of  any  kind  are  owned  by  such  Person.

     "Tax  or  Taxes"  means  any U.S. or Mexico federal, state or local income,
gross  receipts,  value  added,  ad  valorem,  sales and use, employment, social
security,  disability, occupation, property, severance, transfer, capital stock,
excise or other taxes imposed by or on behalf of any Taxing Authority, including
any  interest,  penalty  or  addition  thereto.

     "Tax  Indemnified  Party"  has  the  meaning  given  in  Section  7.5(a).

     "Tax  Indemnifying  Party"  has  the  meaning  given  in  Section  7.5(a).

     "Tax  Items"  has  the  meaning  given  in  Section  7.1(a).

     "Taxing  Authority"  means,  with  respect  to  any Tax, the U.S. or Mexico
Governmental  Authority  that  imposes such Tax, and the agency (if any) charged
with  the  collection  of  such  Tax  for  such  Governmental  Authority.

     "Tax  Return"  means  any U.S. or Mexico return, declaration, report, claim
for  refund, or information return or statement relating to Taxes, including any
schedule  or  attachment  thereto.

     "Tergas"  has  the  meaning  given  in  the  Recitals.

     "Termatsal"  has  the  meaning  given  in  the  Recitals.

     "Title  Curative  Work  "  has  the  meaning  given  in  Section 6.3(b)(i).


                                       11
<PAGE>
     "U.S. Business Employee" means any individual who is an employee of Seller,
RVEP  or  any  of  the  Companies  and who is principally employed in the United
States  in  connection  with the Business, but excluding any employees of Seller
who  occupy management positions or administrative positions and who work in any
of  the  Sellers  four  executive offices located in Houston, Texas, Seal Beach,
California,  El  Segundo,  California,  or  Palm  Desert,  California

     "U.S.  Continuing  Employee"  has  the  meaning given in Section 6.3(h)(i).

                                   ARTICLE II
                                   THE CLOSING

     SECTION  2.1.     PURCHASE  AND  SALE  OF  THE  ASSETS  AND  SHARES.
                       --------------------------------------------------

               At the Closing, upon the terms and subject to the satisfaction of
the conditions precedent set forth in this Agreement, Seller shall sell, assign,
transfer  and  convey  to  Buyer  and  Buyer shall purchase and acquire from the
Seller,  all  right,  title and interest of Seller in and to (a) the Assets, and
(b) the Shares free and clear of any Liens or Encumbrances (other than Permitted
Encumbrances).  Buyer  shall  have  the  right  to  designate one or more of its
Affiliates  (including TransMontaigne Partners L.P.) to be the transferee of the
Assets  and  the Shares, as applicable.  In addition, Buyer shall have the right
to  exclude the Idled Tank from the Mexican Assets, in which case the Idled Tank
shall  be  a  Retained  Asset  of  Seller.

     SECTION 2.2.   CLOSING.  The closing of the transaction contemplated hereby
                    ---------
(the  "Closing") shall take place at the offices of Buyer in Denver, Colorado at
10:00  a.m.  local  time,  on  the  fifth Business Day after the satisfaction or
waiver of the conditions set forth in Articles VIII and IX or at such other time
and  date  as  the  Parties  may  mutually  agree  (the  "Closing  Date").

     SECTION 2.3.     DELIVERIES TO BUYER. At the Closing, Seller shall deliver,
                      --------------------
or  shall  cause  to  be  delivered,  to  Buyer  the  following:

          (a)     the  executed  General Assignment, Conveyance and Bill of Sale
in  the  form  attached  as  Exhibit  B  (the  "General  Conveyance");

          (b)     certificates evidencing the Shares, duly endorsed for transfer
to  Buyer  or  one  or  more  Affiliates  of  Buyer  designated  by  Buyer,  or
non-endorsable,  new  certificates  issued  by  the  Secretary  of  each  of the
Companies  evidencing  the transfer, and cancellation of any prior certificates;

          (c)     the  certificates  referred  to  in Sections 8.3, 8.5 and 8.6;

          (d)     copies of the consents or approvals referenced in Section 8.7,
8.8  and  6.3(c)  that are required, in addition to any other approvals obtained
under  Exhibit  A;

          (e)     copies  of the release and termination documents referenced in
Section  8.9;

          (f)     copy  of  the duly executed PMI Contract and consent by PMI to
its  assignment  referred  to  in  Section  8.10;


                                       12
<PAGE>
          (g)     the  corporate  books of the Companies, which shall include an
entry  in  the  Shareholders'  or  Members  Registry  Book  of  each Company, as
applicable,  reflecting  Buyer or it designated Affiliate, as applicable, as the
new  shareholders  or  members  of  each  Company,  as  the  case  may  be;

          (h)     copies of the corporate actions of the Companies approving the
transfer  of  the  Shares  from  Seller  to  Buyer, the resignation of all board
members  and  substitution  with  individuals  designated  by  Buyer,  and  the
revocation  of  all  powers  of  attorney issued by Seller prior to closing with
respect  to  each  of  the  Companies;  and

          (i)     the  agreement  required  under  Section  8.18.

     SECTION 2.4.     DELIVERIES TO SELLER.  At the Closing, Buyer shall deliver
                      ---------------------
to  Seller  the  following:

          (a)     a  wire  transfer  of  immediately  available  funds  (to such
accounts  as  Rio  shall  have specified to Buyer no later than one Business Day
prior  to  the  Closing)  in an amount equal to the Purchase Price in accordance
with  Section  3.1(a);

          (b)     the  executed  Assumption  Agreement  in the form of Exhibit C
(the  "Assumption  Agreement");

          (c)     the  certificates  referred  to  in  Section 9.3, 9.5 and 9.6;

     SECTION  2.5.     PROCEEDINGS  AT CLOSING.  All proceedings to be taken and
                       ------------------------
all  documents  to be executed and delivered by the Parties at the Closing shall
be  deemed  to  have  been taken and executed simultaneously, and no proceedings
shall  be  deemed  taken  nor any documents executed or delivered until all have
been  taken,  executed  and  delivered.

                                   ARTICLE III
                                 PURCHASE PRICE

     SECTION  3.1.     PURCHASE PRICE.  (a)(i)  The purchase price to be paid by
                      -----------------
Buyer to Seller at the Closing will be $17,400,000 U.S. (as adjusted by Sections
3.1(f) below and Section 6.3 (the "Purchase Price")).  Seller may instruct Buyer
to  pay  a part of the Purchase Price directly to the Secured Debt Lender and/or
other Lenders in order to obtain a release of the Liens held by the Secured Debt
Lender  and/or  other  Lenders,  respectively,  on  the  Assets or the Shares as
applicable.

               (ii)     The  amount  of  the Purchase Price shall be credited by
(x)  the  estimated  amount of Inter-Company Debt as of the date of Closing, for
all  the  Companies, and (y) the cash required to make the estimated net working
capital  balance  zero as of the date of Closing, for all the Companies.  On the
Closing  Date,  the amount of Inter-Company Debt and net working capital will be
calculated,  as  of  that date, pursuant to the procedures described here and in
Schedule  3.1.  For this purpose, the net working capital balance shall mean the
fair  market  value of all current assets expected to be realized in cash within
ninety  days  (such  as  accounts  receivable  and  inventory)  less all current
liabilities  expected  to  be  paid in cash within the next ninety days (such as
accounts  payable,  but  excluding  Inter-Company  Debt).  The  Buyer  shall


                                       13
<PAGE>
cause the Companies to pay to Seller, concurrent with the Closing, the estimated
balance  of  the  Inter-Company  Debt.  Not  later  than  90  days following the
Closing,  Buyer  and  Seller  shall,  on  the first Business Day after Buyer and
Seller  have  mutually  agreed  on  the  final amount of net working capital and
Inter-Company  Debt,  for  each  of the Companies, settle an amount equal to the
difference between the estimated and final amounts of Inter-Company Debt and any
net  working  capital.

          (b)     In  addition  to  the  payment  of  the Purchase Price, at the
Closing,  Buyer  (or  its  designated  Affiliate)  shall  assume  the  Assumed
Liabilities  pursuant  to  the  Assumption  Agreement.  Other  than  the Assumed
Liabilities,  Buyer  shall  not assume any Liabilities or obligations of Seller.

          (c)     Seller  will  bear  the cost of any documentary, stamp, sales,
value  added, transfer, excise or other Taxes (if any) payable in respect of (i)
the  transfer  of the Assets or the Shares and (ii) the securing of necessary or
revised  Mexican  Permits  as  specified  in  Section  8.13, 8.15 and 8.16 or as
otherwise  made necessary due to the change in ownership of the Companies, which
shall  occur  as  a  result  of  the  Closing.

          (d)     Upon  execution  of  this Agreement, Buyer will advance Seller
the  sum  of $1,300,000 U.S. The advance of such amount will be conditioned upon
Seller's  execution  of  the Promissory Note in the form of the attached Exhibit
D-1 and the Security Agreement in the form of the attached Exhibit D-2 providing
Buyer  a  security  interest  in  the  following  "Collateral":

               (i)  four  petroleum  storage tanks, having approximately 290,000
                    barrels  total  capacity  along  with  Seller's  associated
                    property  leased from the BND in Brownsville, Texas pursuant
                    to  BND Lease No. 3165, as amended, and associated access to
                    a  12  inch  pipeline  header to public docks at the Port of
                    Brownsville  (the  "Petroleum  Tanks"),  and

               (ii) six  LPG storage tanks (Tanks #400, 401, 500, 501, 502, 503)
                    having approximately 300,000 gallons total capacity, located
                    upon  Seller's  property leased from the BND in Brownsville,
                    Texas  pursuant to BND Lease No. 2823, as amended, (the "LPG
                    Tanks").

          (e)     Prior  to  the  advance  of  the foregoing amount, Seller will
provide Buyer with documents demonstrating the subordination of the Secured Debt
Lenders'  Liens  in  the  Collateral. Seller shall also provide Buyer, within 30
days of execution of this Agreement, with an estoppel letter executed by the BND
wherein  it  shall  verify  that all rental obligations, charges and assessments
arising  in  favor of BND under Leases No. 3165 and  No. 2823 have been paid and
are  current.

          (f)     If  Closing occurs under this Agreement, the Purchase Price at
Closing will be reduced by $1,300,000, such amount being considered full payment
of  the Promissory Note, and the Collateral will be specifically included within
the  Assets conveyed to Buyer. Upon the Closing, Buyer shall mark the Promissory
Note  "Paid In Full" and return such Promissory Note to Seller.  If Closing does
not  occur  under  this  Agreement  for  any  reason,  then  Seller will either:


                                       14
<PAGE>
               (i)  promptly  provide  Buyer  with  a bill of sale conveying all
right  and title to the Collateral to Buyer  and assignment of the BND Lease No.
3165 (with the consent by BND to the assignment and subordination of BND's Liens
on  the  Petroleum  Tanks) and Seller shall thereafter lease the Petroleum Tanks
and  LPG  Tanks  from Buyer on a month to month basis, at a monthly lease fee of
$10,000,  until  such  time  that Seller repurchases the Petroleum Tanks and LPG
Tanks  from  Buyer by paying Buyer the amount of $1,300,000 in which event Buyer
will  promptly  provide Seller with a bill of sale conveying all right and title
to  the LPG Tanks and Petroleum Tanks  (including an assignment of BND Lease No.
2823)  to  Buyer  ,  or

               (ii)  pay  Buyer  the  amount  due under the Promissory Note.  In
either case, Buyer will promptly provide Seller with the necessary documentation
to  provide  for  the  release  of  the  Security Interest on the Collateral and
cancellation  of  the  Promissory  Note.

     SECTION  3.2.     PAYMENT  OF  CONSIDERATION  AND  TRANSFER  OF  ASSETS AND
                       ---------------------------------------------------------
DELIVERY  OF  SHARES  AT  CLOSING.
---------------------------------
               (a)     At  the  Closing,  Buyer  shall pay the Purchase Price to
Seller  and  execute  and deliver to Seller the Assumption Agreement, and Seller
shall  execute and deliver to Buyer (i) the General Assignment pursuant to which
title  to  the  Assets  is  transferred  and  conveyed  to  Buyer or one or more
Affiliates  of  Buyer  designated  by Buyer, and (ii) the Shares or certificates
representing  the  same  in the appropriate form for transfer to Buyer or one or
more  Affiliates of Buyer designated by Buyer along with the registration in the
Shareholders'  and/or  Members'  Registry  Book  evidencing  Buyer's  designated
Affiliate(s)  as  new  shareholders  or  members of the Companies and such other
documents  as  are  described  in  Section  2.3(g)  and  2.3(h).

               (b)     Buyer  shall  have  the right to deduct from the Purchase
Price  and  deposit  with  the  Escrow  Agent  the amount determined pursuant to
Section  6.3(g).

     SECTION  3.3.     ALLOCATION.  Seller  and  Buyer  are  each  separately
                       ------------
responsible  for:

               (a)     preparing  Form  8594  (the  "Form")  Asset  Acquisition
Statement,  under Section 1060 of the Code (and as required by Mexican Tax Laws,
in  connection  with  the Shares) and the regulations promulgated thereunder, or
any  successor  form,  and

               (b)     allocating  the  amount  of  the  Purchase  Price for the
Assets  and  the  Shares,  as  applicable,  on  the Form.  Seller and Buyer will
attempt  to reach agreement as to allocation of the Purchase Price to the Assets
and  the  Shares, as applicable.  However, if they are unable to agree as to the
allocation to any asset, each Party will prepare its Form allocating the portion
of  the Purchase Price to each such asset upon which they disagree in the manner
as  each  may  determine  in its sole discretion without regard to the manner in
which the other Party allocates an amount of the Purchase Price to such asset on
its  Form.  Buyer or Buyer's Affiliates, designated by Buyer for the acquisition
of  the  Shares, may make as necessary under applicable Tax Laws, any income tax
withholdings deriving from the sale of the Shares by a non-Mexican tax resident.
Buyer  and Seller hereby agree that they will report the federal, state, foreign
and  other Tax consequences of the transaction contemplated by this Agreement in
a  manner  consistent  with  the  allocation  on  each  Party's  Form.


                                       15
<PAGE>
                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                                    OF SELLER

     Seller  represents and warrants to Buyer as follows as of the Closing Date:

     SECTION  4.1.     ORGANIZATION; POWER AND AUTHORITY.  (a)  Rio is a limited
                       -----------------------------------
partnership duly organized, validly existing and in good standing under the Laws
of  the  State  of  Delaware  and  is  qualified  to  transact  business in each
jurisdiction  in  which  qualification  is  required.

               (b)     Each  of  the  Companies is a sociedad de responsabilidad
limitada  de  capital  variable  duly incorporated, validly existing and in good
standing  under the Laws of Mexico and is qualified to transact business in each
jurisdiction  in  which  qualification  is  required.

               (c)     Each  of  the  Companies  and  Rio  has  all  requisite
corporate,  partnership  and  other  power  and authority to own and operate its
assets  and  properties  and  conduct its businesses and operations as presently
being  conducted.

     SECTION  4.2.     AUTHORIZATIONS; EXECUTION AND VALIDITY.  (a)  Except with
                       ----------------------------------------
respect  to the transfer to Buyer or an Affiliate of Buyer of the Assets and the
Shares , as of the date of execution of this Agreement, Seller has all requisite
corporate,  partnership and other power and authority to execute and deliver and
to  perform  its  obligations  under  this  Agreement  and  to  consummate  the
transaction  contemplated  hereby.

               (b)     As  of  the  Closing  Date,  and subject to obtaining the
approval  of  the  holders of a majority of the Equity Interests in RVEP, Seller
will  have all requisite corporate, partnership and other power and authority to
consummate  the  transfer to Buyer or to an Affiliate of Buyer of the Assets and
the  Shares.

               (c)     Except  with  respect  to  the  transfer  to  Buyer or an
Affiliate of Buyer of the Assets and the Shares , as of the date of execution of
this  Agreement,  the  execution  and  delivery of this Agreement by Seller, the
performance  by  Seller  of  its  obligations hereunder, and the consummation by
Seller  of  the transaction contemplated hereby have been duly authorized by all
necessary  corporate,  partnership  and  other  action  on  the  part of Seller.

               (d)     As  of  the  Closing  Date,  and subject to obtaining the
approval  of  the  holders  of  a  majority of the Equity Interests in RVEP, the
performance  by  Seller of its obligation to consummate the transfer to Buyer or
to  an  Affiliate  of  Buyer  of  the Assets and the Shares shall have been duly
authorized  by all necessary corporate, partnership and other action on the part
of  Seller.

               (e)     Except  with  respect  to  the  transfer  to  Buyer or an
Affiliate  of Buyer of the Assets and the Shares, as of the date of execution of
this  Agreement, this Agreement has been duly and validly executed and delivered
by  Seller and constitutes a valid and binding obligation of Seller, enforceable
against  Seller  in  accordance  with  its  terms,  except


                                       16
<PAGE>
to  the  extent  that  enforceability  may be limited by bankruptcy, insolvency,
reorganization,  moratorium or similar Laws now or hereafter in effect affecting
creditors'  rights  generally  or  general  principles  of  equity.

               (f)     As  of  the  Closing  Date,  and subject to obtaining the
approval  of  the  holders  of  a majority of the Equity Interests in RVEP, this
Agreement  will constitute a valid and binding obligation of Seller with respect
to  the  performance  by  Seller of its obligation to consummate the transfer to
Buyer  or  to  an  Affiliate  of  Buyer  of  the Assets and the Shares, and such
obligation  shall  be enforceable against Seller in accordance with the terms of
this  Agreement,  except  to  the  extent  that enforceability may be limited by
bankruptcy,  insolvency,  reorganization,  moratorium  or  similar  Laws  now or
hereafter  in effect affecting creditors' rights generally or general principles
of  equity.

     SECTION 4.3.    NO CONFLICTS; CONSENTS. Except as set forth on Schedule 4.3
                     ----------------------
or (in the case of (a), (c) or (d) below) as could not be reasonably expected to
have  a Material Adverse Effect, none of the execution and delivery by Seller of
this  Agreement,  the  performance  by  Seller  of  its  obligations  under this
Agreement  or  the consummation by Seller of the transaction contemplated hereby
will

               (a)  violate  any  Law  or  Order,

               (b)  violate  the  organizational  documents  of  the  Companies,

               (c)  violate  any  Contract to which Seller or the Companies is a
party  or  by  which  Seller or the Companies or their respective properties are
bound,  or

               (d)  require  any  consent  from  or filing with any Governmental
Authority  or  any  consent  from  any  other  Person.

     SECTION 4.4.   CAPITALIZATION.  The total authorized Shares of POM consists
                    ---------------
of  one  equity  interest with a face value of 49,950 Mexican Pesos owned by Rio
and  one  equity  interest  with  a face value of 50 Mexican Pesos owned by Penn
Octane  International,  L.L.C., all of which are free and clear of all Liens and
other  Adverse  Claims.

          (b)     The  total  authorized  Shares  of  Termatsal  consists of one
equity  interest  with a face value of 49,950 Mexican Pesos owned by Rio and one
equity  interest  with  a  face  value  of 50 Mexican Pesos owned by Penn Octane
International,  L.L.C.,  all  of which are free and clear of all Liens and other
Adverse  Claims.

          (c)     Prior  to  the  Seller  exercising  its  contractual option to
acquire 100% of Tergas, as outlined in the recitals, the total authorized Shares
of  Tergas  consists  of one equity interest with a face value of 47,500 Mexican
Pesos  owned  by Jose Vicente Soriano Garcia and one equity interest with a face
value  of  2,500  Mexican  Pesos owned by Mario Guillermo Abelardo Mier y Concha
Hidalgo,  the  Individual  Tergas Owners, all of which are free and clear of all
Liens  and  other  Adverse  Claims.

          (d)     All  of  the  outstanding Shares of each of the Companies have
been  duly authorized and validly issued, and are fully paid and non-assessable.
There  are  no  outstanding


                                       17
<PAGE>
options,  subscriptions, warrants, calls, commitments or other rights obligating
any  of  the  Companies  to issue or sell any Equity Interests or any securities
convertible into or exercisable for any Equity Interests in the Companies.  None
of  the  Shares  were  issued  in  violation  of  any  preemptive  rights.

     SECTION  4.5.     SUBSIDIARIES.  None of  the  Companies  owns  any  Equity
                       -------------
Interest  in  another  Person.

     SECTION 4.6.    BALANCE SHEETS. Attached as Schedule 4.6 are the un-audited
                     ---------------
balance  sheet  of each of the Companies as of December 31, 2004, March 31,2005,
and  June  30,  2005,  in  Mexican  Pesos (the amounts contained in such balance
sheets  will, prior to the Closing Date,  be converted by Seller to U.S. Dollars
using the official rate of exchange existing on the date of the balance sheets),
(collectively,  the  "Balance Sheets").  Except as described on Schedule4.6, the
Balance  Sheets present fairly, in all material respects, the financial position
of  each  of  the Companies as of the dates indicated, in accordance with United
States generally accepted accounting principles, consistently applied, except as
otherwise  stated  in the Balance Sheets and except that the Balance Sheets lack
footnotes  and  other  presentation  items.

     SECTION  4.7.     LITIGATION;  ORDERS.  Schedule  4.7  lists  all  Legal
                       --------------------
Proceedings  pending  or,  to Seller's Knowledge, threatened against the Seller,
RVEP or any of the Companies and arising out of or relating to the Business, the
Assets,  and the Mexican Assets.  There are no Legal Proceedings pending against
Seller  or, to Seller's Knowledge, threatened against Seller, RVEP or any of the
Companies that question the validity of this Agreement or any action taken or to
be  taken  by  Seller  in  connection  with,  or  which seek to enjoin or obtain
monetary  damages in respect of, this Agreement or the consummation by Seller of
the  transaction  contemplated  hereby.

     SECTION  4.8.     ENVIRONMENTAL MATTERS.   Except as set forth  in Schedule
                       -----------------------
4.8  or  as  could  not be reasonably expected to have a Material Adverse Effect

               (a)     the  operations  and  activities  of  Seller and RVEP (in
respect  of  the Business and the Assets) and of the Companies are in compliance
with  all  applicable  Environmental  Laws;

               (b)     none  of Seller, RVEP (in respect of the Business and the
Assets)  or  any  of  the  Companies  is subject to any existing, pending or, to
Seller's  Knowledge,  threatened  Legal Proceedings under any Environmental Law;

               (c)     all  Permits  and Mexican Permits, if any, required to be
obtained  by  Seller,  RVEP  or  the  Companies  under  any Environmental Law in
connection  with the Business or their respective properties, and the Assets and
Mexican  Assets  have been obtained or filed and are valid and currently in full
force  and  effect;

               (d)     there  has  been  no Release created or caused by Seller,
RVEP  or any of the Companies of any Hazardous Material into the environment or,
to  the  Knowledge  of  Seller,  in connection with the Business and the Assets;


                                       18
<PAGE>
               (e)     no  Environmental  Condition created or caused by Seller,
RVEP or any of the Companies exists at any of the Real Property; and

               (f)     none  of  Seller, RVEP or any of the Companies is subject
to  liability under applicable Environmental Laws arising in connection with the
transportation  and  off-site  disposal  or arrangement thereof of any Hazardous
Materials  by  Seller  or  an  Affiliate of Seller from Hazardous Materials that
resulted  from  the Business that are Released or threatened to be Released from
any  non-Real  Property.

     SECTION  4.9.     EMPLOYEE  AND  BENEFIT  MATTERS.
                       --------------------------------

               (a)     Schedule  4.9(a)  sets forth a true, correct and complete
list,  as  of the date set forth therein, of all Business Employees and the name
of  each  Business  Employee's  employer.  The  list  described in the preceding
sentence  shows  each such employee's name, job title, hire date, work location,
employer's  name, accrued and unused vacation, accumulated severance entitlement
(calculated  as  of  July  31,  2005) and current base salary or base wages.  No
changes  in  such  base  salary or base wages for such employees have been made,
promised  or  authorized  since  December 31, 2004.  There are no loans or other
obligations payable or owing by Seller, RVEP or any of the Companies to any such
employee,  except salaries, wages, bonuses and salary advances and reimbursement
of expenses incurred and accrued in the ordinary course of business, nor are any
loans  or debts payable or owing by any such individuals to Seller, RVEP, or any
of  the  Companies  nor has any Seller, RVEP, or any of the Companies guaranteed
any  of  such  individual's  respective  loans  or  obligations.

               (b)     With  respect to the Business Employees and except as set
forth  in  Schedule  4.9(b),

                    (i)  no  Business  Employees  are  represented by a union or
                    other  collective  bargaining  entity,

                    (ii)  there has not occurred, nor, to Seller's Knowledge has
                    there  been  threatened,  a  labor  strike,  request  for
                    representation,  work  stoppage  or  lockout  by  Business
                    Employees  in  the  past  five  years,

                    (iii)  Seller has not received written notice of any charges
                    before  any  Governmental  Authority  responsible  for  the
                    prevention  of  unlawful  employment  practices  and, to the
                    Knowledge  of  Seller,  no  such  charges  are  threatened,

                    (iv)  Seller  has  not  received written notice of any claim
                    relating  to  employment  or  loss of employment and, to the
                    Knowledge  of  Seller,  no  such  claims  are  threatened,

                    (v)  Seller  has  not  received  written  notice  of  any
                    investigation  by  a  Governmental Authority responsible for
                    the  enforcement  of labor or employment regulations and, to
                    Seller's Knowledge, no such investigation is threatened, and


                                       19
<PAGE>
                    (vi)  no  consent  of  any  union,  works  council  or other
                    employee  group  is required for, and no agreement restricts
                    the  execution  of  this  Agreement, the consummation of the
                    transaction  contemplated  hereby,  or  the  closing  or
                    relocation  of  any  facility.

               (c)     Except  as set forth in Schedule 4.9 (c), neither Seller,
RVEP  nor  any  of  the  Companies  sponsor,  maintain,  contribute  or  have an
obligation  to  contribute  to  any  Benefit Plan.  Schedule 4.9(c) sets forth a
true, correct and complete list, as of the date hereof, of all Seller Plans.  On
or  before  the date hereof, Seller has delivered to Buyer copies of each of the
Seller  Plans  and,  to  the  extent  applicable,  the  most recent summary plan
description  relating  to  such  plans.

               (d)     With  respect  to  any  employee benefit plan (within the
meaning  of  Section 3(3) of ERISA, that is sponsored, maintained or contributed
to,  or  has been sponsored, maintained or contributed to within six years prior
to  the  date  of  this  Agreement,  by  any  Company, RVEP, Seller or any ERISA
Affiliate  of  a  Company,  RVEP  or  Seller):

                    (i)  no  withdrawal liability, within the meaning of Section
                    4201 of ERISA, has been incurred, which withdrawal liability
                    has  not  been  satisfied,

                    (ii)  no  liability  to  the  Pension  Benefit  Guaranty
                    Corporation  has  been  incurred  by  any such entity, which
                    liability  has  not  been  satisfied,

                    (iii)  no  accumulated  funding  deficiency,  whether or not
                    waived,  within  the  meaning  of  Section  302  of ERISA or
                    Section  412  of  the  Code  has  been  incurred,

                    (iv) all contributions (including installments) to such plan
                    required by Section 302 of ERISA and Section 412 of the Code
                    have  been  timely  made,  and

                    (v) no condition exists or event or transaction has occurred
                    with  respect  to  any  such  plan which would reasonably be
                    expected  to  result  in  Buyer or any Company incurring any
                    liability,  fine  or  penalty.

     SECTION  4.10.     TAXES.  Except as set forth on Schedule 4.10 or as could
                        ------
not  reasonably  be  expected  to  have  a  Material  Adverse  Effect:

               (a)     all  Tax  Returns  that  are  required  to be filed on or
before  the  Closing Date by Seller, RVEP or any of the Companies have been duly
and  timely  filed;

               (b)     all  Taxes  that  are shown to be due on such Tax Returns
have  been  either  paid  in  full  or  fully  accrued;

               (c)     all  withholding  Tax requirements imposed on the Seller,
RVEP  or


                                       20
<PAGE>
the  Companies  have  been satisfied in full in all respects, except for amounts
that are being contested in good faith (which contested amounts are disclosed on
Schedule  4.10);

               (d)     none  of  the  Companies  has  in force any waiver of any
statute of limitations in respect of Taxes or any extension of time with respect
to  a  Tax  assessment  or  deficiency;

               (e)     there  are  no  pending  proposed  deficiencies  or other
written  claims  for  unpaid  Taxes  of  the  Companies;  and

               (f)      that the tangible personal property being transferred to
Buyer  pursuant  to  this Agreement constitutes the entire operating assets of a
separate  branch, division, or identifiable segment of a business as such phrase
is  used  in Sec. 151.304(b)(2) of the Texas Tax Code and Sec. 3.316(d) of Title
34  of  the  Texas  Administrative Code.  Therefore, Buyer's acquisition of such
property  (excluding motor vehicles) is exempt from Texas sales and use taxes as
an  occasional  sale  pursuant  to  Sec.  151.304  of  the  Texas  Tax  Code and
Sec.3.316(d)  of  Title  34  of  the  Texas  Administrative  Code.


     SECTION  4.11.     TITLE  TO  ASSETS AND SHARES.  The delivery by Seller to
                        -----------------------------
Buyer  at  the Closing of the Shares or the certificates representing the Shares
in  accordance  with  the  terms  of  this  Agreement will vest in Buyer, on the
Closing  Date,  good  title to the Shares, free and clear of all Liens and other
Adverse  Claims.

               The  execution  and delivery by Seller to Buyer at the Closing of
the  General Conveyance in accordance with the terms of this Agreement will vest
in  Buyer,  on  the Closing Date, good and indefeasible title to the Assets free
and  clear  of  all  Encumbrances  other  than  Permitted  Encumbrances.

     SECTION  4.12.     ASSIGNED CONTRACTS.  Each  Assigned  Contract  to  which
                        --------------------
Seller is a party in connection with the conduct of the Business or by which any
of  the  Assets  are bound or encumbered by or subject to (excluding the Secured
Debt Facility documents), and each Assigned Contract to which the Companies is a
party  or by which any asset or property of the Companies is bound or encumbered
by  or  subject  to,  is  described on Schedule4.12. Seller has provided or made
available  to Buyer true and correct copies of each Assigned Contract identified
on  Schedule  4.12  and  each  amendment  thereto.  Except  as  described  on
Schedule4.12,  none  of  the  Companies or Seller is in breach or default in the
performance of its duties and obligations under any Assigned Contract that could
reasonably be expected to have a Material Adverse Effect. To Seller's Knowledge,
none  of the other parties to any Assigned Contract described on Schedule4.12 is
in breach or default in the performance of its duties and obligations under such
Assigned  Contract  that could reasonably be expected to have a Material Adverse
Effect and none of such Assigned Contracts has been terminated or revoked by any
such  other  party.

     SECTION  4.13.     BANK  ACCOUNTS;  POWERS OF ATTORNEY.  Schedule 4.13 sets
                        -------------------------------------
forth  a  list  of all bank accounts maintained by each of the Companies and all
powers  of  attorney (or similar powers) granted by each of the Companies to any
Person  and  in  effect.


                                       21
<PAGE>
     SECTION  4.14.     SUFFICIENCY  OF  ASSETS.  The  Assets  and  Shares to be
                        ------------------------
conveyed  and  transferred  to  Buyer at the Closing shall constitute all of the
tangible  and  intangible  property,  rights,  benefits,  privileges, assets and
entitlements  that  are  necessary  for Buyer to continue the Business after the
Closing  on substantially the same basis as the Business has been conducted over
the  12  month  period preceding the Closing Date; assuming, however, that Buyer
provides  the  necessary managerial, administrative and accounting personnel and
systems  to oversee and administer the operation of the Business, the Assets and
the  Mexican  Assets.

     SECTION  4.15.     INSURANCE.  Schedule 4.15 lists  all  current  insurance
                        -----------
policies that are maintained by the Companies, RVEP or by Seller for the benefit
of the Companies or Seller for the Business, the Assets, and the Mexican Assets.
Except  as  set  forth  in Schedule 4.15, all of the policies listed on Schedule
4.15  are in full force and effect, all premiums due thereon have been paid, and
Seller  and  the  Companies  have  complied  in  all  material respects with the
provisions  of  such  policies.

     SECTION  4.16     PERMITS  AND  MEXICAN PERMITS; COMPLIANCE WITH APPLICABLE
                       ---------------------------------------------------------
LAW.
----

     Except  as  set  forth  in  Schedule  4.16:

               (a)     Seller  and  the  Companies  hold all Permits and Mexican
Permits  necessary  for  the lawful conduct of the Business and operation of the
Assets  and the Mexican Assets under and pursuant to, and have complied with and
are  not  in  default  under  or in violation of, any applicable Law, including,
without  limitation,  regulations  of the Texas Railroad Commission, the Federal
Energy  Regulatory  Commission,  the  Mexican Secretaria de Energia, the Mexican
Comision  Reguladora  de Energia or the Mexican Comision Nacional de Inversiones
Extranjeros,  except  in  each  case  where  the  failure to hold such Permit or
Mexican  Permit  or  such  non-compliance  or  default  could  not reasonably be
expected  to  cause  a  Material  Adverse  Effect.  To  Seller's  Knowledge, the
Business  and  operation  of  the  Assets  and the Mexican Assets, are not being
conducted  in  violation of any applicable Law, Order, Permit or Mexican Permit,
except  for  any such violation which could not reasonably be expected to have a
Material  Adverse  Effect.

               (b)     Seller  and the Companies have not received any notice or
other  communication from any Governmental Authority asserting (i) any violation
of  Law  arising  out of the conduct of the Business and operation of the Assets
and the Mexican Assets, (ii) any violation of or failure to comply with the term
or  requirement  of  any  Permits  or  Mexican Permits, or (iii) any revocation,
withdrawal,  suspension, cancellation, termination or modification of any Permit
or  any  Mexican Permit, except for violations, failures to comply, revocations,
withdrawals,  suspensions,  cancellations,  terminations  or modifications which
could  not  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     SECTION 4.17    ABSENCE OF CERTAIN CHANGES. Except as set forth on Schedule
                     ---------------------------
4.17,  since  December  31,  2004,  there  has  not  been  any:

          (a)     damage  to  or  destruction  or  loss of any material asset or
property  of  the  Seller, RVEP or the Companies, including, without limitation,
the  Assets  and  the  Mexican  Assets;


                                       22
<PAGE>
          (b)     sale,  lease  or disposition of any material asset or property
of  the Seller, RVEP or the Companies, including, without limitation, the Assets
and the Mexican Assets, other than the sale of LPG in the ordinary course of the
Business;

          (c)     cancellation or waiver of any claims or rights with respect to
the  Business,  the  Assets  or  the  Mexican  Assets  in  excess  of  $30,000;

          (d)     material change in the accounting methods used by Seller, RVEP
or  any of the Companies, except as required by Law, Order or generally accepted
accounting  practices  in  the  United  States;

          (e)     single capital expenditure by Seller, RVEP or the Companies in
excess  of  $30,000  for  additions to property or equipment, including, without
limitation, the Assets and the Mexican Assets, or aggregate capital expenditures
in  excess  of  $60,000;

          (f)     termination  or cancellation of a Contract that, prior to such
termination  or cancellation, involved the payment to or receipt by Seller, RVEP
or  any  of  the  Companies  of  amounts  in  excess  of  $150,000;

          (g)     other  event  or  occurrence  (whether  or  not  covered  by
insurance)  that  has resulted in a change that has a Material Adverse Effect or
could  reasonably  be expected to result in a change that has a Material Adverse
Effect;  or

          (h)     legal  commitment  by  Seller, RVEP or any of the Companies to
any  of  the  foregoing.

     SECTION  4.18     FEES.
                       ----
               Except as set forth in Schedule 4.18, none of Seller, RVEP or any
of  the  Companies have paid or become obligated to pay any fee or commission to
any  broker,  finder  or  intermediary  in  connection  with  the  transaction
contemplated  hereby.

     SECTION  4.19     OWNERSHIP  OF  MEXICAN  ASSETS.
                       ------------------------------

               Except  as  set forth in Schedule 4.19, all of the Mexican Assets
are owned by the Companies free and clear of all Liens and other Adverse Claims.

     SECTION  4.20     DISCLAIMER.   Except to the extent expressly set forth in
                       ------------
this  Agreement,  Seller  makes  no  representations  or  warranties  whatsoever
(whether  express,  implied,  by statute, common law or otherwise) and disclaims
all  liability  and  responsibility  for  any  other  representation,  warranty,
statement  or  information made or communicated (orally or in writing) to Buyer.
Without limiting the generality of the foregoing, SELLER EXPRESSLY DISCLAIMS AND
NEGATES  ANY  IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR  PURPOSE  WITH  RESPECT  TO  THE  ASSETS  OR  MEXICAN  ASSETS.


                                       23
<PAGE>
                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES
                                    OF BUYER

     Buyer  represents and warrants to Seller as follows as of the Closing Date:

     SECTION  5.1.     ORGANIZATION; POWER AND AUTHORITY. Buyer is a corporation
                       ----------------------------------
duly  organized,  validly  existing  and  in good standing under the Laws of the
State of Delaware.  Buyer has all requisite corporate power and authority to own
and operate its assets and properties and conduct its business and operations as
presently  being  conducted.

     SECTION  5.2.     AUTHORIZATIONS; EXECUTION AND VALIDITY. As of the date of
                       ---------------------------------------
execution  of  this  Agreement,  the execution and delivery of this Agreement by
Buyer,  the performance by Buyer of its obligations under this Agreement and the
consummation  by  Buyer  of  the  transaction contemplated hereby have been duly
authorized  by  all  necessary  corporate  action  on  the  part  of  the Buyer.

               This  Agreement  upon  being  executed  and  delivered  by Buyer,
constitutes  a  valid and binding obligation of Buyer and is enforceable against
Buyer in accordance with its terms, except to the extent that enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws
now  or  hereafter  in  effect  affecting creditors' rights generally or general
principles  of  equity.

     SECTION  5.3.     NO  CONFLICTS; CONSENTS.  Except as set forth in Schedule
                       -------------------------
5.3,  none  of  the  execution  and  delivery  by  Buyer  of this Agreement, the
performance by Buyer of its obligations under this Agreement or the consummation
by  Buyer  of  the  transaction  contemplated  hereby  will:

          (a)     violate  any  Law  or  Order,  except  as would not materially
adversely  affect  the  ability  of  Buyer  to perform its obligations under and
consummate  the  transaction  contemplated  by  this  Agreement,

          (b)     violate  the  certificate  of  incorporation, by-laws or other
corporate  governance  instruments  of  Buyer,

          (c)     require  any  consent  from  or  filing  with any Governmental
Authority, or any consent from any other Person , except as would not materially
adversely  affect  the  ability  of  Buyer  to perform its obligations under and
consummate  the  transaction  contemplated  by  this  Agreement,  or

          (d)     violate  or  breach  any material contract of Buyer, except as
would  not  material  adversely  affect  the  ability  of  Buyer  to perform its
obligations under and consummate the transaction contemplated by this Agreement.

     SECTION  5.4.    LITIGATION.  There are no Legal Proceedings pending or, to
                      -----------
Buyer's  knowledge,  threatened against Buyer that question the validity of this
Agreement  or  any  action  taken or to be taken by Buyer in connection with, or
which  seek  to  enjoin  or  obtain  monetary


                                       24
<PAGE>
damages  in  respect  of,  this  Agreement  or  the consummation by Buyer of the
transaction  contemplated  hereby.

     SECTION  5.5.     INVESTMENT  INTENT;  SOPHISTICATED  BUYER.  Buyer:
                       -------------------------------------------

          (a)     is  an informed sophisticated Person with sufficient knowledge
and  experience  in  investment  and  financial  matters  so as to be capable of
evaluating  the  risks  and  merits  of  its  purchase of the Assets and Shares,

          (b)     acknowledges  that  the  purchase  of the Assets and Shares is
consistent  with  its  general  investment  objectives,

          (c)     understands  that  the  purchase  of  the  Assets  and  Shares
involves  a  high  degree  of  risk,

          (d)     is financially able to bear the risks of purchasing the Assets
and  Shares,

          (e)     has had an opportunity to discuss the business, management and
financial affairs of the Companies, the Business and the Assets with Seller and,
in entering into this Agreement, is relying upon the representations, warranties
and other terms and provisions of this Agreement and on its informed conclusions
of  its  own  investigations  of  the  Companies,  Business  and  the  Assets,

          (f)     is acquiring the Shares for its own account for the purpose of
investment  and  not  with  a  view  to  or  for  sale  in  connection  with any
distribution  thereof,

          (g)     understands that the Shares have not been registered under the
Securities  Act  or the applicable securities or blue sky Laws of any state and,
accordingly,  must  be held indefinitely unless a subsequent disposition thereof
is  registered  under  the  Securities  Act or is exempt from such registration,

          (h)     is  an  "accredited  investor" as defined in Rule 501(a) under
the  Securities  Act,

          (i)     understands  that  the  exemptions from registration under the
Securities  Act  relied  upon  by  Seller are based in part on the fact that the
Buyer is an "accredited investor" as defined in Rule 501(a) under the Securities
Act,  and

          (j)     has  no  present  need  for  liquidity  in connection with its
purchase  of  the  Shares.

     SECTION  5.6.     FINANCIAL  ABILITY.  Buyer has, and  will  have as of the
                       --------------------
Closing  Date,  sufficient  funds  with  which  to  pay  the  Purchase Price and
consummate  the  transaction  contemplated  by  this  Agreement.


                                       25
<PAGE>
SECTION  5.7.     Fees. Buyer has not paid or become obligated to pay any fee or
                  -----
commission  to  any  broker,  finder  or  intermediary  in  connection  with the
transaction  contemplated  hereby.

     SECTION  5.8.     DISCLAIMER.  Except to the  extent expressly set forth in
                       ------------
this Agreement, Buyer makes no representations or warranties whatsoever (whether
express,  implied,  by  statute,  common  law,  or  otherwise) and disclaims all
liability  and  responsibility for any other representation, warranty, statement
or  information  made  or  communicated  (orally  or  in  writing)  to  Seller.

                                   ARTICLE VI
                                    COVENANTS

     SECTION  6.1.     COVENANTS  OF SELLER.  Seller covenants and agrees that:
                       ----------------------

          (a)     Conduct  of  Business.  Until the Closing Date, Seller and the
                  ---------------------
Companies shall (unless Buyer shall otherwise consent in writing or as necessary
for  Seller  to carry out its obligations under the Assigned Contracts set forth
on  Schedule  4.12,  required  by  Law  or  Order,  or as otherwise specifically
contemplated  by  this  Agreement):

               (i)     use  their commercially reasonable efforts to operate the
Assets,  Mexican  Assets  and Business in the usual, regular and ordinary manner
consistent  with past practice, and use their commercially reasonable efforts to
preserve  their  present  business  operations,  organization  and  goodwill,
including,  without  limitation,  those  involving  the  Business;

               (ii)     maintain  books,  accounts  and  records  in  the usual,
regular  and ordinary manner, on a basis consistent with prior years, and comply
in  all material respects with all contractual and other obligations, including,
without  limitation,  those  involving  the  Contracts;

               (iii)     comply  in  all  material  respects with all applicable
Laws  to  which  they  are  subject;

               (iv)     not  permit  the  Companies  to  acquire  (by  merger,
consolidation  or  purchase  of  Equity  Interests  or  assets)  any  Person;

               (v)     not  create,  incur or assume any debt for borrowed money
that  is  secured by a Lien on any of the Assets, Mexican Assets, the Shares, or
the  Collateral,  except  in  connection  with  the  Secured  Debt  Facility;

               (vi)     not  make  any  material election with respect to Taxes;

               (vii)     not amend or modify the organizational documents of the
Companies;

               (viii)     not  permit  any  of  the  Companies  to  incur  any
obligations  to  issue any Equity Interests and not permit Seller to issue, sell
or  dispose  of  any  of  the  Assets  and  Shares;


                                       26
<PAGE>
               (ix)     not  amend  any  of the Contracts referenced on Schedule
4.12  or  enter  into  any  material  Contract  relating  to  the  Business;

               (x)     not  release  or  waive  any  material rights or benefits
relating  to  the  Business, the Assets, the Mexican Assets or the Companies; or

               (xi)     not  agree  to  take any action or actions prohibited by
any  of  the  foregoing  clauses  (i)  through  (x).

          (b)     Required  Approvals.  Concurrent  with  the  execution of this
                  -------------------
Agreement,  Seller  will, and will cause the Companies to, make all filings with
Governmental  Authorities required to be made by them in order to consummate the
transaction  contemplated  by this Agreement. Without limiting the generality of
the foregoing, the Companies shall file for the approval of the Mexican Ministry
of  Energy  (Secretaria  de  Energia)  and/or  the  Energy Regulatory Commission
(Comision  Reguladora  de  Energia),  in  order  to  cause  the  Mexican  Assets
(including the transportation permit and the storage permit) to be covered under
a  single  Mexican  Permit  owned  by POM, so that all of the Mexican Assets and
corresponding  Mexican  Permits can be owned, indirectly, by Buyer, an Affiliate
of  Buyer or any of the Companies notwithstanding the change in ownership of the
Companies,  which  shall  occur  as a result of the Closing. Between the date of
this  Agreement  and  the Closing, Seller will, and will cause the Companies to,
cooperate with Buyer with respect to all filings (if any) that Buyer is required
to  make  with  Governmental  Authorities  in  connection  with  the transaction
contemplated  under  this  Agreement.

          (c)     Commercially  Reasonable  Efforts.  Between  the  date of this
                  ---------------------------------
Agreement  and  the  Closing  Date,  Seller will use its commercially reasonable
efforts  to  cause  the  conditions  set  forth in Article VIII to be satisfied.

          (d)     Cash  Advance.  In  the event of termination of this Agreement
                  -------------
pursuant  to  its  terms,  Seller  agrees to perform its obligation  pursuant to
Section  3.1(f).

          (e)     No  Solicitation.
                  ----------------

               (i)     From  and  after  the  date  of  this Agreement until the
earlier of the termination of this Agreement in accordance with its terms or the
Closing,  the  Seller  and  its  Affiliates  shall  not, directly or indirectly,
through  any  officer,  director, employee, financial advisor, representative or
agent:

               (A)     solicit,  initiate,  or  encourage  any  inquiries  or
proposals  that  constitute,  or  could  reasonably  be  expected  to lead to, a
proposal  or  offer for (w) 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, the Mexican Assets and the Shares, (x) a
transaction  pursuant  to  which  a Third Party may acquire more than 50% of the
outstanding  Equity  Interests  of  the  Seller  pursuant  to  a tender offer or
exchange  offer  or  otherwise,  (y)  a  merger  or  other  business combination
involving the Seller pursuant to which any Third Party may acquire more than 50%
of  the  outstanding  Equity  Interests of the Seller or of the entity surviving
such  merger  or  business combination, or (z) any other transaction pursuant to
which  any Third Party may acquire control of assets of the Seller having a fair
market  value  equal  to


                                       27
<PAGE>
more  than  50%  of  the  fair  market  value  of  all  the assets of the Seller
immediately  prior  to such transaction, other than the transaction contemplated
by this Agreement (any of the foregoing inquiries or proposals being referred to
in  this  Agreement  as  an  "Acquisition  Proposal"),

               (B)     engage  in  negotiations  or  discussions  concerning, or
provide  any  non-public  information  to  any  Third  Party  relating  to,  any
Acquisition  Proposal,  or

               (C)     agree to or recommend any Acquisition Proposal; provided,
                                                                       --------
however,  that  nothing  contained in this Agreement shall, so long as Seller is
-------
not  in material breach of its obligations under this Section 6.3(e) and subject
to  the  provisions  of  Section 6.1(e)(iii), prevent the Seller or its Board of
Managers  from:

                    (1)  furnishing information to, or entering into discussions
                    or  negotiations with, any Third Party in connection with an
                    unsolicited  bona  fide  written  Acquisition  Proposal  (an
                    "Unsolicited  Acquisition  Proposal") by such Third Party or
                    recommending  an  Unsolicited  Acquisition  Proposal  to the
                    holders  of  the Equity Interests of the Seller, if and only
                    to  the  extent  that:

                         (I)  the  Board  of  Managers of the Seller believes in
                         good  faith  (after  consultation with, and receiving a
                         opinion  from,  a  financial  advisor)  that  such
                         Unsolicited  Acquisition  Proposal is reasonably likely
                         to  result  in  a  transaction  more  favorable  to the
                         holders  of  the Equity Interests of the Seller, from a
                         financial  point  of  view,  than  the  transaction
                         contemplated by this Agreement (any such more favorable
                         Unsolicited  Acquisition  Proposal being referred to in
                         this  Agreement as a "Superior Proposal") and the Board
                         of Managers determines in good faith after consultation
                         with  outside  legal  counsel  that  such  action  is
                         advisable  in  accordance  with the fiduciary duties of
                         the  Board  of  Managers  to  holders  of  the  Equity
                         Interests  under  applicable  law,  and

                         (II)  prior to furnishing non-public information to, or
                         entering  into  discussions  or negotiations with, such
                         Third  Party, such Board of Managers receives from such
                         Third  Party an executed confidentiality agreement with
                         terms  no  less  favorable  to  the  Seller  than those
                         contained  in the confidentiality agreement between the
                         Buyer  and  the  Seller  dated  June  6,  2005.


                    (2)  complying  with  Rule 14d-9 and 14e-2 promulgated under
                    the  Securities Exchange Act of 1934 or other applicable law
                    or  regulation  with  regard  to  an Unsolicited Acquisition
                    Proposal; provided, however, that neither the Seller nor its
                    Board  of  Managers  shall, except as permitted by paragraph
                    (1)  of  this



                                       28
<PAGE>
                    Section  6.1(e)(i),  propose  to  approve  or  recommend  an
                    Unsolicited  Acquisition  Proposal,  or

                    (3)  entering  into  an  agreement  to consummate a Superior
                    Proposal  (provided  that  the  Seller shall have terminated
                    this  Agreement  pursuant  to  Section  10.1(e)).

               (ii)     The  Seller  will immediately cease any and all existing
activities,  discussions or negotiations with any parties conducted prior to the
execution  of  this  Agreement  of the nature described in Section 6.1(e)(i) and
will use reasonable efforts to obtain the return of any confidential information
furnished  to  any  such  parties.

               (iii)     The  Seller  shall  notify  the  Buyer  promptly  after
receipt by the Seller of any Unsolicited Acquisition Proposal or any request for
nonpublic  information in connection with an Unsolicited Acquisition Proposal or
for  access to the properties, books or records of the Seller by any Third Party
that  informs  the  Seller  that  it  is  considering  making,  or  has made, an
Unsolicited  Acquisition  Proposal.

     SECTION  6.2.     COVENANTS  OF  BUYER.  Buyer covenants and  agrees  that:
                       --------------------

          (a)     Return  of  Information.  In  the event of termination of this
                  -----------------------
Agreement, Buyer will return or cause to be returned to Seller all documents and
other  materials  obtained  from, or on behalf of, Seller in connection with the
transaction  contemplated hereby and will keep confidential any such information
in  accordance  with  the  terms  of  the  Buyer  Confidentiality  Agreement.

          (b)     Seller's  Access  to  Documents;  Preservation  of  Books  and
                  --------------------------------------------------------------
Records.
-------

               If  the  Closing  occurs:

               (i)     For  a  period  of three years from the Closing Date, (A)
Buyer  shall  cause  the Companies not to dispose of or destroy any of the Books
and  Records  of  the  Companies transferred to Buyer pursuant to this Agreement
without  first  offering  to  turn  over possession thereof to Seller by written
notice to Seller at least 90 days prior to the proposed date of such disposition
or  destruction, and (B) Buyer shall cause the Companies to allow Seller and its
agents  access to all Books and Records (provided, however, that any such access
or  copying  shall be had or done in such a manner so as not to unduly interfere
with  the  normal  conduct  of  the  Companies'  businesses).

               (ii)     At  least  90  days  prior  to  the  completion  of  the
aforesaid  period,  Seller may advise Buyer in writing whether Seller desires to
obtain  possession  of  any  of  the  documents which were delivered to Buyer at
Closing.  To  the  extent  that  Buyer has decided to dispose of or destroy such
documents  and  not continue to retain such documents pursuant to the provisions
of  Section  6.2(b)(i),  Seller  shall be entitled to receive possession of such
documents  upon  its  request  as  provided  for  in  this  subparagraph.

               (iii)     The  three year period referred to in Section 6.2(b)(i)
shall  be  extended  in  the event that Seller advises Buyer in writing that any
Legal  Proceeding  or


                                       29
<PAGE>
investigation  is  pending  or  threatened at the termination of such three year
period  and  such  extension  shall  continue until any such Legal Proceeding or
investigation has been settled through judgment or otherwise and/or is no longer
pending  or  threatened.

          (c)     Required Approvals.  No later than five Business Days prior to
                  ------------------
the  Closing  Date,  Buyer  will  make all filings with Governmental Authorities
required to be made by it in order to consummate the transaction contemplated by
this  Agreement  including  if  applicable  the  pre-merger approval of Mexico's
Federal  Competition  Commission  (Comision  Federal  de Competencia), for which
purpose  it  shall  have the full cooperation and assistance of Seller.  Between
the  date  of  this  Agreement and the Closing, Buyer will cooperate with Seller
with  respect  to  all filings that Seller is required to make with Governmental
Authorities  in  connection  with  the  transaction  contemplated  under  this
Agreement.

          (d)     Commercially  Reasonable  Efforts.  Between  the  date of this
                  ---------------------------------
Agreement  and  the  Closing  Date,  Buyer  will use its commercially reasonable
efforts  to  cause  the  conditions  set  forth  in  Article IX to be satisfied.

     SECTION  6.3.     OTHER  COVENANTS.

          (a)     Tax  Proration.  Ad  valorem  and  real  and tangible personal
                  --------------
property taxes with respect to the Assets or the Companies for the calendar year
in which the Closing occurs shall be prorated between Seller and Buyer as of the
Closing  Date.  If the amount of such Taxes with respect to any of the Assets or
the  Companies  for  the  calendar year in which the Closing occurs has not been
determined as of the Closing Date, then the Taxes with respect to such Assets or
the  Companies  for  the preceding calendar year shall be used to calculate such
prorations.  Seller's portion of the prorated Taxes shall be applied as a credit
against  (thus a reduction of) the Purchase Price due from Buyer at the Closing.

          (b)     Title  Curative  Work.
                  ---------------------

               (i)  "Title Curative Work" means:

                    (A)  obtaining  the  consent of the grantor, or successor in
                         interest  of  the  grantor, of an Easement or a Mexican
                         Asset  if  such  consent  is  required by the agreement
                         creating  the  Easement  or  Mexican Asset or otherwise
                         involving  the Real Property on which any Mexican Asset
                         is  located;  or

                    (B)  obtaining a needed or amended agreement for an Easement
                         or  Mexican  Asset  if a needed or amended agreement is
                         required  to  remedy  a  spatial gap in the Easement or
                         Mexican Right of Way upon which the Owned Pipelines are
                         located,  to  secure approval for any part of the Owned
                         Pipelines  located  outside of an Easement or any other
                         applicable  Real  Property  boundary  to remain outside
                         such  boundary  or  to  otherwise  remedy  a  lack  of
                         compliance  with  the  terms  and  conditions  of  the
                         agreement  creating  an


                                       30
<PAGE>
                         Easement  or  Mexican Asset or otherwise involving Real
                         Property  on  which  any  Mexican Asset is located ; or

                    (C)  any  other corrective curative work necessary for Buyer
                         to  receive  good  and  indefeasible  title  to  the
                         Easements,  Mexican  Right  of  Way,  and  fee owned or
                         leased  real  property interests or obtain the right to
                         use  any  part  of the Owned Pipelines for which Seller
                         has  no  easement,  right-of-way or fee owned or leased
                         real  property  interest  necessary  to  conduct  the
                         Business.

                    (ii)  Such  corrective curative work also includes obtaining
                    valid rights of physical and legal ingress and egress to and
                    from  the Easements, Mexican Right of Way, any Real Property
                    on  which  a Mexican Asset is located, or other fee owned or
                    leased  real  property  interests  and  from  and  to public
                    systems  or  utility  services,  obtaining  all approvals of
                    Governmental  Authorities (including certificates of use and
                    occupancy,  licenses, Permits, and Mexican Permits) required
                    in connection with the ownership, use and occupation of such
                    Easements, Mexican Right of Way, Real Property, or other fee
                    owned  or leased real property interests (to the extent such
                    Permits,  Mexican  Permits,  certificates  and  licenses are
                    required  to be in place for Buyer's ownership of the Assets
                    and  conduct of the Business and the Companies ownership and
                    operation  of  the  Mexican  Assets),  and  all  approvals,
                    consents,  filings  and notices required to be made or given
                    by  Seller  or  given  to  Seller  to  effectively  transfer
                    Seller's  rights  to  such  Easements, Mexican Right of Way,
                    Real  Property,  or  other fee owned or leased real property
                    interests  and  licenses,  in  each case whether or not such
                    condition,  defect  or requirement was disclosed to or known
                    to  Buyer  under  any  Schedule  or  otherwise.

                    (iii)  Buyer  shall  have  the  right  to  conduct title due
                    diligence  with  respect  to  the  Real Property. Subject to
                    Section  6.3(g), if any Title Curative Work is determined by
                    Buyer to be required prior to the Closing and the reasonably
                    estimated  cost of such Title Curative Work exceeds $60,000,
                    then  Buyer  may:

                    (A)  allow  Seller additional time prior to Closing in which
                         to  undertake  actions  sufficient,  in  the reasonable
                         judgment of the Buyer, to cure any such Title Defects;

                    (B)  commence  to  negotiate  with Seller a reduction in the
                         Purchase  Price so as to compensate Buyer for costs and
                         damages  which  may  be  associated with any such Title
                         Defects;  or

                    (C)  negotiate  with Seller any other agreement with respect
                         to  any  such  Title  Curative Work, including, without


                                       31
<PAGE>
                         limitation,  the  retention by Seller of such Assets or
                         Mexican  Assets  as a Retained Asset until such time as
                         the Title Curative Work is completed and the placing of
                         the  corresponding  portion  of the Purchase Price with
                         the  Escrow  Agent  until  the  Title  Curative Work is
                         completed. Buyer's obligations to close the transaction
                         contemplated  by  this  Agreement  shall be conditioned
                         upon  such Title Curative Work being fully cured by the
                         Closing or, if applicable, prior to the additional time
                         referenced  in  clause  (A)  above  or Buyer and Seller
                         having reached an agreement that permits the Closing to
                         occur  without  such full cure having been completed by
                         the  Closing.

                    (iv)  If  Seller  is unable or unwilling to perform any such
                    Title  Curative  Work  or  if Seller and Buyer are unable to
                    reach  an agreement as contemplated under subsections (B) or
                    (C)  above,  then  either Buyer or Seller may terminate this
                    Agreement without any further obligation or liability of any
                    Party  hereto  except  the  obligations  set  out in Section
                    3.1(f)  above.

          (c)     Assignments  Requiring  Consents.  To  the  extent  that,  as
                  --------------------------------
necessary  to  complete  the  transaction  contemplated  by  this Agreement, any
Contract,  Permit,  Mexican  Permit,  Easement or Lease is not assignable by the
terms  thereof  or  consent  to  the  assignment  or  transfer thereof cannot be
obtained  by  Seller  prior to Closing, then if Buyer elects to proceed with the
Closing  without  obtaining such consent, such Contract, Permit, Mexican Permit,
Easement  or  Lease  shall  be  held  by  Seller in trust for Buyer and shall be
performed  by  Buyer  in the name of the Seller and all benefits and obligations
derived  thereunder  shall be for the account of Buyer; and at no cost to Buyer;
provided,  where  entitlement of Buyer to such Contract, Permit, Mexican Permit,
Easement  or  Lease  is not recognized by any third Person, Seller shall, at the
request  of  Buyer  and  at Buyer's expense, enforce, in a reasonable manner and
under  the  direction  and  control  of  Buyer, any and all rights of Seller, or
otherwise  available  under  the  same,  against  such  third  Person.

          (d)     Removal  of  Seller's  Name.  Within 90 days after the Closing
                  ---------------------------
Date,  Buyer  shall  remove  or  cause  to  be removed the name Rio Vista or any
variations  and  derivations  thereof  or logos relating thereto from the Assets
(including  all  pipeline  markers)  and Buyer shall not thereafter make any use
whatsoever  of  such  names  or  logos.

          (e)     Minimum  Requirement.
                  --------------------

               (i)     The  Purchase  Price  has  been  determined  based on the
volume  and  quality  of  (A)  the  LPG  inventory  comprising  the Assets to be
transferred  to  Buyer at the Closing and (B) the LPG in the storage operated by
the  Companies,  being  no  less  than  the minimum levels and standards for LPG
inventory  set  forth  on  Schedule  6.3(e)(i)  (the  "Minimum  Requirement").


                                       32
<PAGE>
               (ii)     To  determine  whether  the  Minimum  Requirement  is
satisfied,  Seller  and  Buyer  shall cause the procedures described in Schedule
6.3(e)(i)  to  be implemented within or by the periods of time indicated in such
Schedule 6.3(e)(i).  If pursuant to Schedule 6.3(e)(i) it is determined that the
Minimum  Requirement  was  not  satisfied as of the Closing Effective Time, then
Seller  shall  pay to Buyer the Deficiency Amount as described in and determined
pursuant  to such Schedule 6.3(e)(i), such payment to be made by Seller to Buyer
within  five  Business  Days  of  such  determination.  If  pursuant to Schedule
6.3(e)(i)  it  is determined that the Minimum Requirement was exceeded as of the
Closing  Effective  Time,  then  Buyer  shall pay to Seller the Excess Amount as
described in and determined pursuant to such Schedule 6.3(e)(i), such payment to
be  made  by  Buyer  to  Seller within five Business Days of such determination.

          (f)     Environmental  Inspection.
                  -------------------------

               (i)     Until five Business Days prior to the Closing Date, Buyer
shall  have  the  right  to investigate, inspect, audit, study and test the Real
Property,  including  the soil, groundwater and all other physical features, for
the  existence  of Environmental Conditions and violations of Environmental Laws
(the  "Environmental  Audit").  The  scope,  sequence  and  timing  of  the
Environmental  Audit  shall  be  at  the sole discretion of Buyer.  The cost and
expense  of  the  Environmental  Audit  shall  be  born  by  Buyer.

               (ii)     Buyer  may  confer  with  Governmental  Authorities  and
review and copy all records of Governmental Authorities with respect to the Real
Property  in  connection  with  the  Environmental  Audit.

               (iii)     If  the  Environmental  Audit  reveals,  or at any time
prior  to  Closing  Buyer  otherwise  becomes  aware  of,  the  existence of any
Environmental  Condition  or  violation of Environmental Law which Buyer, in its
sole  discretion,  is unwilling to accept, Buyer shall have the right and option
to:

                    (A)     allow  Seller  additional  time prior to Closing (as
determined by Buyer) in which to undertake actions sufficient, in the reasonable
judgment  of  Buyer,  to remedy any such Environmental Condition or violation of
Environmental  Law,  in  which  case  the  Closing  shall  be  postponed by such
additional  time  period;

                    (B)     attempt  to  negotiate with Buyer a reduction in the
Purchase  Price  so  as  to  compensate Buyer for costs and damages which may be
associated  with  any such Environmental Condition or violation of Environmental
Law;  or

                    (C)     attempt  to negotiate with Buyer any other agreement
with  respect  to any such Environmental Condition or violation of Environmental
Law.  Buyer's obligation to close the transaction contemplated by this Agreement
shall  be  conditioned  upon such Environmental Condition(s) and violation(s) of
Environmental Law being fully remedied by the Closing or Buyer and Seller having
reached  an agreement that permits the Closing to occur without such full remedy
having  been  completed  by  the  Closing.

               (iv)     If  Seller  is  unable  or  unwilling to remedy any such
Environmental Condition or violation of Environmental Law or if Seller and Buyer
are  unable  to  reach  an


                                       33
<PAGE>
agreement  as contemplated under subsections (B) or (C) above, then either Buyer
or  Seller  may  terminate  this  Agreement  without  any  further obligation or
liability  of  any Party hereto except the obligations set out in Section 3.1(f)
above.

          (g)     Easement Negotiation.  Seller is currently in negotiation with
                  --------------------
third  party  landowners  for  Easements  and  the  Mexican Right of Way for the
conduct  of  the Business as described on Schedule 6.3(g).  It is the obligation
of  Seller to complete these negotiations and obtain the necessary Easements and
the  Mexican  Right  of Way from these third party landowners for the conduct of
the  Business  and  these obligations of Seller will be retained post Closing as
described  below.  If  Seller fails to obtain any such Easements and the Mexican
Right  of  Way  prior to the Closing, the Purchase Price shall be reduced by the
amount,  as  mutually  agreed  upon  by  the  Parties,  and  set forth below the
description  of  such Easement or Mexican Right of Way on Schedule 6.3(g).  Such
amount  by which the Purchase Price is reduced will be deposited with the Escrow
Agent  and upon Seller's successfully obtaining any of such Easements or Mexican
Right  of Way, to Buyer's satisfaction, the corresponding amount of the escrowed
amount  will  be  paid  by  the  Escrow  Agent  to  Seller.

          (h)     Employee  and  Benefit  Matters.
          ---------------------------------------

               (i)  Seller, RVEP or any of the Companies shall make available to
                    Buyer  all  U.S.  Business  Employees  to  discuss potential
                    employment  with Buyer or an Affiliate of Buyer (such entity
                    that  makes  employment  offers being the "Buyer Employer").
                    Seller  shall provide Buyer with an updated list of the U.S.
                    Business  Employees  within  five  (5) days of the date upon
                    which  any  change  therein  has  occurred. On or before the
                    Closing  Date,  but  effective  as  of  the Closing Date and
                    conditioned  upon the occurrence of the Closing, Buyer shall
                    cause the Buyer Employer to make offers of employment to the
                    U.S.  Business Employees who are employed by Seller, RVEP or
                    any  of  the Companies immediately prior to the Closing Date
                    and  who  are  selected  by  the  Buyer Employer in its sole
                    discretion  upon written notice to Seller at least five days
                    prior  to the Closing Date. The terms and conditions of each
                    such  offer  of  employment shall be on terms and conditions
                    determined by the Buyer Employer in its sole discretion that
                    are  consistent  with the provisions of this Section 6.3(h).
                    All  offers  of  employment  shall  be  subject to the Buyer
                    Employer's  policies  concerning  background  and  security
                    checks  and  drug/substance  abuse  testing. As used in this
                    Agreement,  the  term "U.S. Continuing Employees" means each
                    U.S.  Business  Employee  who accepts an offer of employment
                    from  the  Buyer  Employer  as  provided  in  the  preceding
                    provisions  of  this  paragraph  and  reports  to  work  and
                    commences  active  duty  for  the  Buyer Employer. The "Hire
                    Date"  for  each  U.S.  Business  Employee  who  accepts  an
                    employment  offer  from  the  Buyer Employer pursuant to the
                    terms of this paragraph and who actually becomes employed by
                    the  Buyer  Employer  in accordance with such offer shall be
                    the  Closing  Date, except with respect to those individuals
                    to  whom  employment  offers  are  made  and (A) who are not


                                       34
<PAGE>
                    Actively  Employed as of the Closing Date, in which case the
                    Hire  Date  shall  be the date upon which such individual is
                    able  to  and  does  commence  active  duty  with  the Buyer
                    Employer,  or (B) with respect to whom Buyer and Seller have
                    agreed  will  have  a  later  Hire  Date.

               (ii) For  a  period  of  not  less than one year beginning on the
                    Closing  Date,  Buyer  shall  cause  the  Buyer  Employer to
                    provide  the U.S. Continuing Employees while employed by the
                    Buyer  Employer during such period with employee benefits on
                    a basis substantially similar to those provided to similarly
                    situated employees of the Buyer Employer. From and after the
                    applicable  Hire  Date,  for  purposes of (x) eligibility to
                    participate  in,  and  vesting  under,  the employee benefit
                    plans that are intended to be qualified under Section 401 of
                    the  Code  and  that  are  maintained after such date by the
                    Buyer Employer and (y) eligibility and benefit determination
                    under  the  vacation  policies  maintained  by  the  Buyer
                    Employer,  Buyer shall cause the Buyer Employer to recognize
                    each  U.S.  Continuing  Employee's  years  of  service  for
                    corresponding purposes that were credited prior to such U.S.
                    Continuing  Employee's  Hire  Date  under  the corresponding
                    Seller  Plans  in  which  the  U.S.  Continuing  Employee
                    participated immediately prior to the Closing Date. Promptly
                    after  each  U.S.  Continuing  Employee's  Hire Date, Seller
                    shall  provide written notice to Buyer of such prior service
                    credit.

              (iii) On  or  before  each  U.S. Continuing  Employee's Hire Date,
                    Seller  shall (A) take any necessary action to fully vest as
                    of such date the U.S. Continuing Employee's account balances
                    and  other  accrued benefits under all Seller Plans that are
                    intended  to  be qualified under Section 401 of the Code and
                    (B) take such actions, if any, as may be necessary to permit
                    the  continuation  of loan repayments after such date by the
                    U.S.  Continuing  Employee  if  he or she has an outstanding
                    loan  from  any  such Seller Plan as of such date. Such loan
                    repayments  shall  be  made  directly by the U.S. Continuing
                    Employee  to  the  applicable  Seller  Plan,  and  shall  be
                    permitted  so  long  as the U.S. Continuing Employee remains
                    employed  by  the  Buyer  Employer or any of its Affiliates.

               (iv) Within  a  period not to exceed fifteen (15) days before the
                    Closing,  Buyer  will  inform Seller of the employees of the
                    Companies  to  whom  Buyer  will  make  an offer to continue
                    employment  (the "Selected Employees") after the purchase of
                    the  Shares  by Buyer. The terms and conditions of each such
                    offer  of  employment  shall  be  on  terms  and  conditions
                    determined  by Buyer in its sole discretion. Concurrent with
                    the  Closing,  Seller  shall  terminate  at  its  cost  all
                    employees  of Companies that are not Selected Employees, and
                    shall  obtain  their  acknowledgement  of the termination of
                    their  labor  relationship with the Companies and, after the
                    Closing,  Seller  shall  utilize  commercially


                                       35
<PAGE>
                    reasonable  efforts  to  obtain  a  full  release  of  labor
                    obligations  as  broad  as  possible  under applicable Laws,
                    ratified  by  the Federal Conciliation and Arbitration Board
                    of  Mexico  or  any  other  applicable  local  labor  board.

               (v)  Buyer  and  its Affiliates shall not, and from and after the
                    Closing  Date,  the  Companies  shall  not,  have  any
                    responsibility  or  liability  with  respect  to  the Seller
                    Plans.  Any  and  all liabilities for severance payments and
                    other  amounts  owed with respect to a Business Employee (A)
                    who is not offered employment with Buyer, the Buyer Employer
                    or  any  of  their  Affiliates,  (B)  who  is  otherwise not
                    employed  by  Buyer,  the  Buyer  Employer  or  any of their
                    Affiliates  or  (C)  whose employment with Seller, RVEP, the
                    Companies  and their Affiliates is terminated for any reason
                    whatsoever  shall,  in  each  such  case,  remain  the
                    responsibility  of  Seller.

                    Nothing  in  this Agreement shall require or be construed or
                    interpreted as requiring Buyer, the Buyer Employer or any of
                    their  Affiliates to continue the employment of any of their
                    employees  (including  the  U.S.  Continuing  Employees)
                    following  the  Closing Date, or to prevent Buyer, the Buyer
                    Employer  or any of their Affiliates from changing the terms
                    and  conditions  of  employment  (including compensation and
                    benefits)  of  any  of  their  employees (including the U.S.
                    Continuing  Employees)  following  the Closing Date. Without
                    limiting the generality of Section 12.4, this Section 6.3(h)
                    is not intended to confer upon any Business Employee or U.S.
                    Continuing  Employee  any  rights  or  remedies  hereunder.

          (i)     Schedules. If, on the date on which this Agreement is executed
                  ---------
by  all  Parties  hereto, any schedule to this Agreement has not been completed,
then  such schedule shall be completed as promptly as commercially practical and
such completed schedule shall be treated as if it had been delivered on the date
of  this  Agreement.  No  representation or warranty contained in this Agreement
shall  be deemed breached as of the date of the making of such representation or
warranty  by  reason of the fact that the relevant schedule was incomplete as of
such  date  provided  that  a  complete  schedule  that  renders  true  such
representation or warranty is delivered pursuant to this Section 6.3(i) at least
ten  Business  Days  before  the  Closing.

          (j)     Removal  of  Substance  from  Tanks.     Within  60 days after
                  ------------------------------------
execution  of  this  Agreement:

               (i)  Seller will remove and properly dispose of, at its sole cost
                    and  expense,  any  and  all  liquids,  solids  and  other
                    substances  contained  within  the  Petroleum  Tanks  and
                    associated  piping.  Such  contents  and substances shall be
                    removed  by  Seller and properly and legally disposed of off
                    site. Upon removal of the contents from the Petroleum Tanks,
                    Seller shall power wash the Petroleum Tanks and shall render
                    them  in  a  dry  and  gas  free  condition,  suitable  for
                    inspection;


                                       36
<PAGE>
               (ii) all plastic liners located in the slop pit (and any liquids,
                    solids  and  other substances contained in or on them) shall
                    be  removed  and  legally  disposed  of  off  site;  and

              (iii) any  drums  and  their contents located on the BND Lease No.
                    3165  site  shall  be  removed  by  Seller  and properly and
                    legally  disposed  of  off  site.

                                   ARTICLE VII
                                   TAX MATTERS

     SECTION  7.1.    PREPARATION AND FILING OF TAX RETURNS.  Seller shall cause
                      --------------------------------------
to  be  included  in  the consolidated federal income Tax Returns (and the state
income  Tax  Returns of any state that permits consolidated, combined or unitary
income  Tax  Returns,  if  any) of the Seller Group for all periods ending on or
before  the  Closing  Date, all items of income, gain, loss, deduction or credit
("Tax  Items")  of the Companies that are required to be included therein, shall
cause  such  Tax  Returns  to  be  timely  filed  with  the  appropriate  Taxing
Authorities,  and  shall  be responsible for the timely payment (and entitled to
any  refund)  of  all  Taxes due with respect to the periods covered by such Tax
Returns.  The  income  of  the Companies will be apportioned to the period up to
and  including the Closing Date and the period after the Closing Date by closing
the  books  of  the  Companies  as  of  the  Closing  Effective  Time.

          (b)     Seller  shall  prepare or cause to be prepared all Tax Returns
of the Companies for all periods ending on or prior to the Closing Date that are
filed  after  the  Closing Date and are not described in Section 7.1(a).  Seller
shall  deliver a copy of each such Tax Return to Buyer at least 30 days prior to
the  due  date  (including  extensions) for filing such Tax Return.  Buyer shall
cause  the  Companies  to  timely  file such Tax Returns and Seller shall pay or
reimburse Buyer for all Taxes due with respect to such Tax Returns, such payment
or  reimbursement  to  occur simultaneously with the filing of such Tax Returns.

          (c)     With  respect  to  any  Tax  Return  covering a taxable period
beginning  on  or before the Closing Date and ending after the Closing Date that
is  required  to  be filed after the Closing Date with respect to the Companies,
Buyer  shall  cause  such  Tax Return to be prepared in a manner consistent with
practices  followed  in  prior years, except as otherwise required by Law, shall
cause  to  be  included in such Tax Return all Tax Items required to be included
therein,  and  at  least 30 days prior to the due date (including extensions) of
such  Tax Return shall furnish a copy of such Tax Return to Seller.  Buyer shall
permit  Seller  to  review  and  comment  on such Tax Return and shall make such
revisions  to  such  Tax  Return as reasonably requested by Seller.  Buyer shall
cause  the Companies or the relevant Company to timely file such Tax Return with
the  appropriate  Taxing  Authority, and shall be responsible for the payment of
all Taxes due with respect to the post-Closing period covered by such Tax Return
and  Seller  shall  pay or reimburse Buyer for all Taxes due with respect to the
pre-Closing  period covered by such Tax Return, such payment or reimbursement to
occur  simultaneously  with  the  filing  of  such  Tax  Returns.

          (d)     For  purposes  of  determining  the  Taxes  attributable  to a
taxable  period  or  portion  thereof  ending  on  or before the Closing Date (a
"Pre-Closing  Tax  Period"):  (i) in the case of Taxes that are either (x) based
upon  or  related  to  income  or  receipts,  or  (y)  imposed  in


                                       37
<PAGE>
connection  with  any  sale or other transfer or assignment of property (real or
personal,  tangible  or  intangible),  shall be deemed equal to the amount which
would  be  payable if the taxable period ended on and included the Closing Date;
and  (ii) in the case of Taxes imposed on a periodic basis or otherwise measured
by  the  level of any item, deemed to be the amount of such Taxes for the entire
period (or, in the case of such Taxes determined on an arrears basis, the amount
of  such  Taxes  for the immediately preceding period), multiplied by a fraction
the  numerator  of which is the number of days in the Pre-Closing Tax Period and
the  denominator  of  which  is the number of days in the entire taxable period.

          (e)     If  after  the  Closing  Date  Buyer  or  any of the Companies
receives  a refund or utilizes a credit of any Tax attributable to a Pre-Closing
Tax  Period,  Buyer  shall  pay  to  Seller  within ten Business Days after such
receipt  an  amount equal to such refund received or credit utilized (or so much
of  such refund or credit as relates to the portion of the taxable period ending
on  or  before  Closing  Date),  together with any interest received or credited
thereon.  Buyer  shall,  and  shall  cause the Companies to, take such action to
obtain  a  refund  or  credit  attributable  to  a  Pre-Closing Tax Period or to
mitigate,  reduce or eliminate any Taxes that could be imposed for a Pre-Closing
Tax Period (including with respect to the transaction contemplated hereby) as is
reasonably  requested  by  Seller.

     SECTION  7.2.     ACCESS  TO INFORMATION.    After the Closing Date, Seller
                       -----------------------
shall grant to Buyer (or its designees) access at all reasonable times to all of
the  Books and Records relating to the Companies within the possession of Seller
(including  work  papers  and correspondence with taxing authorities), and shall
afford  Buyer (or its designees) the right (at Buyer's expense) to take extracts
therefrom  and  to  make  copies  thereof, to the extent reasonably necessary to
permit  Buyer (or its designees) to prepare Tax Returns, to conduct negotiations
with  Taxing  Authorities, and to implement the provisions of, or to investigate
or  defend  any  claims  between  the  Parties  arising  under,  this Agreement.

          (b)     After the Closing, Buyer shall grant or cause the Companies to
grant  to Seller (or its designees) access at all reasonable times to all of the
Books  and  Records  relating to the Companies within the possession of Buyer or
the  Companies  (including  work  papers  and  correspondence  with  Taxing
Authorities),  and shall afford Seller (or its designees) the right (at Seller's
expense)  to  take  extracts therefrom and to make copies thereof, to the extent
reasonably necessary to permit Seller (or its designees) to prepare Tax Returns,
to  conduct  negotiations  with Tax Authorities, and to implement the provisions
of,  or  to  investigate  or  defend any claims between Buyer and Seller arising
under,  this  Agreement.

          (c)     Each  of  Buyer  and Seller will preserve and retain all Books
and  Records,  as  applicable, relating to any Tax Returns of or with respect to
the  Companies  or  to  any  claims,  audits  or other proceedings affecting the
Companies  until  the  expiration  of  the  statute  of  limitations  (including
extensions)  applicable  to the taxable period to which such documents relate or
until  the  final  determination of any controversy with respect to such taxable
period,  and  until the final determination of any payments that may be required
with  respect  to  such  taxable  period  under  this  Agreement.


                                       38
<PAGE>
     SECTION  7.3.     SELLER'S  TAX  INDEMNIFICATION.   Seller hereby agrees to
                       -------------------------------
protect,  defend,  indemnify  and hold harmless Buyer and the Companies from and
against,  and  agrees  to  pay  all  Taxes  of  the  Companies attributable to a
Pre-Closing  Tax  Period  and  Taxes  under  Section  3.1(c).

     SECTION  7.4.     BUYER'S  TAX  INDEMNIFICATION.    Buyer hereby  agrees to
                       ------------------------------
protect, defend, indemnify and hold harmless Seller from and against, and agrees
to  pay,  all  Taxes  of the Companies attributable to the time period after the
Closing  Date.

     SECTION  7.5.     TAX  INDEMNIFICATION  PROCEDURES.
                       ---------------------------------
          (a)     If  a  claim  ("Tax  Indemnified  Claim") shall be made by any
Taxing  Authority  that, if successful, would result in the indemnification of a
Party  under this Agreement (referred to herein as the "Tax Indemnified Party"),
the  Tax  Indemnified Party shall promptly notify the party obligated under this
Agreement  to  so indemnify (referred to herein as the "Tax Indemnifying Party")
in  writing  of  such  fact.

          (b)     The  Tax  Indemnifying Party shall have the right, at its sole
cost,  to  control the defense, prosecution, settlement or compromise of the Tax
Indemnified  Claim,  and  the  Tax  Indemnified  Party shall take such action in
connection with contesting a Tax Indemnified Claim as the Tax Indemnifying Party
shall  reasonably  request in writing from time to time, including the selection
of  counsel  and  experts and the execution of powers of attorney, provided that
the Tax Indemnifying Party shall have agreed to pay to the Tax Indemnified Party
all  costs and expenses that the Tax Indemnified Party incurs in connection with
contesting such claim, including reasonable attorneys' and accountants' fees and
disbursements.  The  Tax  Indemnified  Party  shall not make any payment of such
claim  for  at  least  30  days  (or  such  shorter period as may be required by
applicable Law) after the giving of the notice required by Section 7.5(a), shall
give to the Tax Indemnifying Party any information reasonably requested relating
to  such claim, and otherwise shall cooperate with the Tax Indemnifying Party in
good  faith  in  order  to  contest  effectively  any  such  claim.

          (c)     Subject  to  the  provisions  of  Section  7.5(b),  the  Tax
Indemnified  Party  shall  only enter into a settlement of such contest with the
applicable  Taxing  Authority  or prosecute such contest to a determination in a
court  or  other  tribunal of initial or appellate jurisdiction as instructed by
the  Tax  Indemnifying  Party.

          (d)     If,  after  actual  receipt by the Tax Indemnified Party of an
amount  advanced by the Tax Indemnifying Party pursuant to this Section 7.5, the
extent  of  the liability of the Tax Indemnified Party with respect to the claim
shall  be  established  by  the  final  judgment  or  decree of a court or other
tribunal  or a final and binding settlement with an administrative agency having
jurisdiction  thereof, the Tax Indemnified Party shall promptly repay to the Tax
Indemnifying  Party  the amount advanced to the extent of any refund received by
the  Tax  Indemnified Party with respect to the claim together with any interest
received  thereon from the applicable Taxing Authority and any recovery of legal
fees  from such Taxing Authority, net of any Taxes as are required to be paid by
the  Tax  Indemnified  Party with respect to such refund, interest or legal fees
(calculated  at  the  maximum  applicable  statutory  rate of Tax in the year of
recovery  without  regard  to  any  other  Tax  Items).


                                       39
<PAGE>
                                  ARTICLE VIII
                   CONDITIONS PRECEDENT TO BUYER'S OBLIGATION

     The  obligation  of Buyer to consummate the transaction contemplated hereby
on  the  Closing  Date  is  subject to the satisfaction of each of the following
conditions  at  or  prior  to  the  Closing:

     SECTION  8.1.     ACCURACY  OF REPRESENTATIONS AND WARRANTIES.  Each of the
                       --------------------------------------------
representations  and  warranties  of  Seller  contained  in  Article  IV of this
Agreement  shall be true and correct, in each case at and as of the Closing Date
as  if  made  at  and as of the Closing Date (except for the representations and
warranties  that  address  matters  only  as  of  a particular date or only with
respect to a specific period of time, which need only be true and accurate as of
such  date  or  with  respect  to  such  period).

     SECTION 8.2.     PERFORMANCE OF COVENANTS.  Seller shall have performed and
                      -------------------------
complied,  in  all  material respects, with the covenants and provisions of this
Agreement,  including,  without  limitation  those  in  Section 6.1 and those in
Section  6.3, required herein to be performed or complied with by Seller between
the  date  hereof  and  the  Closing  Date.

     SECTION  8.3.     OFFICERS'  CERTIFICATES.  Buyer  shall  have  received
                       ------------------------
certificates  from  Rio  to the effect set forth in Sections 8.1 and 8.2 hereof,
dated  as  of  the Closing Date, signed by a duly authorized officer of Rio -GP.

     SECTION  8.4.     NO  ORDER.  No  Order  shall  be  in  effect prohibiting,
                       ----------
enjoining  or  restraining  the  consummation of the transaction contemplated in
this  Agreement.


                                       40
<PAGE>
     SECTION  8.5.     CERTIFIED  RESOLUTIONS.  Buyer  shall  have  received  a
                       -----------------------
certificate  of  the  Secretary or an Assistant Secretary of Rio GP, dated as of
the Closing Date, setting forth the resolutions of the  Board of Managers of Rio
and  Rio  GP,  respectively,  authorizing  the  execution  and  delivery of this
Agreement  and  the  consummation  of  the  transaction contemplated hereby, and
certifying  that  such resolutions were duly adopted and have not been rescinded
or  amended  as  of  the  Closing  Date.

     SECTION  8.6.     SECRETARY'S  CERTIFICATE.  Buyer  shall  have  received a
                       -------------------------
certificate of the Secretary or an Assistant Secretary of Rio GP attesting as to
the  incumbency  and  signature  of  each  director  or officer of Rio who shall
execute  this  Agreement.

     SECTION  8.7.     UNITHOLDER  APPROVAL.
                       ---------------------

               Holders  of  a  majority  of the outstanding common units of RVEP
shall  have  approved  the principal terms of this Agreement and the transaction
contemplated hereby, as required by applicable law and the partnership agreement
of  RVEP.

     SECTION 8.8.     CONSENTS.  Each of the consents identified in Schedule 4.3
                      ---------
shall  have  been obtained, including, but not limited to, the consent by BND to
the  assignment  to Buyer of any Lease or Easement located on BND Real Property,
in  accordance  with  the forms of assignment included in Schedules 8.8-A, 8.8-B
and  8.8-C.

     SECTION  8.9.     LIENS  AND  SECURED  DEBT.
                       --------------------------

          All  Liens  on  the Assets, the Mexican Assets and the Shares securing
any  obligations  under  or with respect to the Secured Debt Facility shall have
been  released  and terminated and copy of the documents evidencing such release
and termination shall have been provided to Buyer. Similarly, with the exception
of  the  Inter-Company Debt owing to Seller and its Affiliates, any Liens on the
Assets, Mexican Assets or the Shares, including, without limitation those of the
Lenders,  shall  have  been  released  and  terminated and copy of the documents
evidencing  such  release  and  termination  shall  have been provided to Buyer.

     SECTION 8.10.     PMI CONTRACT.  Seller and PMI shall have entered into the
                       -------------
PMI  Contract  and  PMI shall have approved of the assignment of the contract by
Seller  to  Buyer.

     SECTION  8.11.     DUE  DILIGENCE.  Buyer  shall  have  completed  its  due
                        ---------------
diligence  within five Business Days of the Closing Date and shall be satisfied,
in its sole discretion, with the results of all due diligence conducted by Buyer
with  respect  to  Seller,  the Business, the Assets, the Mexican Assets and the
Companies, including, without limitation, with respect to all matters pertaining
to  financial  assumptions,  title  to  Real Property, and environmental, labor,
regulatory,  accounting,  business  practices,  transparency  and  corporate
governance  issues.

     SECTION  8.12.     AUTHORIZATION TO ASSIGN.  Seller shall have delivered to
                        ------------------------
Buyer  certified  copies  of  the  corporate  resolutions adopted by the General
Shareholders'  and/or  Members'  Meeting  of  the  Companies,  as  applicable,
authorizing  the  transfer  of Shares and/or Equity Interests in accordance with
the  terms  of  this  Agreement,  and  admitting  Buyer  or  its  designated


                                       41
<PAGE>
Affiliate(s),  as  applicable, as new shareholders or members of such Companies,
in  form  and  substance  reasonably  satisfactory  to  Buyer.

     SECTION 8.13.     GOVERNMENT APPROVALS. Seller and Buyer and, to the extent
                       ---------------------
applicable, the Companies shall have obtained, if required under applicable Laws
based  on  the  characteristics  of  the  transaction  and  the  Parties, clear,
unconditional  authorization  of  the Mexican Federal Competition Commission and
the Mexican Foreign Investment Commission for the acquisition of the Shares.  In
addition,  Seller, Buyer and, to the extent applicable, the Companies shall have
obtained  all  other  applicable  approvals  (including  without  limitation all
applicable  Permits and Mexican Permits and all applicable transfer, issuance or
re-issuance  of  Permits  and  Mexican  Permits) of Governmental Authorities (i)
required  in  connection  with  the  sale  and  transfer  to,  and the purchase,
ownership  and  operation  by,  the  Buyer  or  an Affiliate of the Buyer of the
Assets,  Mexican Assts and the Shares, as applicable, and (ii) required in order
for  the  Companies to conduct the Business in Mexico notwithstanding the change
in  ownership  of the Companies which shall occur as a result of this Agreement.

     SECTION  8.14.     BUSINESS  EMPLOYEES.  The Business Employees, other than
                        --------------------
the Selected Employees and U.S. Continuing Employees who have accepted the offer
of  employment  made  by  Buyer,  shall  be  terminated  on  the Closing Date in
accordance  with  Section  6.3(h).

     SECTION  8.15.  POM  MEXICAN  PERMIT.
                     ---------------------

               Seller and Buyer shall have obtained the single Mexican Permit as
set  forth  in  Section  6.1(b)  and  such single Mexican Permit shall allow the
Companies, when owned by Buyer or an Affiliate of Buyer, as contemplated by this
Agreement,  to  own  all  of  the  Mexican Assets and to operate with all of the
requisite  Mexican  Permits.

     SECTION  8.16.  TERGAS  ENVIRONMENTAL  PERMIT.
                     -----------------------------

               Seller  shall  have obtained an environmental Permit, without any
cited  deficiencies,  sufficient  to  allow  for  the continued operation of the
Mexican  Terminal  Site.


     SECTION  8.17.     RIGHTS.
                        ------

               Seller  prior  to  Closing  shall  have  exercised its rights and
option  and  purchased  the  shares  of  Tergas.

     SECTION  8.18.     CONCURRENT  CLOSING  WITH  PENN.
                        -------------------------------

               The concurrent Closing of the Purchase and Sale Agreement between
Penn  and  Buyer  must  take  place.

     SECTION  8.19.     NO  CHANGE  IN  LAW.
                        -------------------


                                       42
<PAGE>
               No  Law, Order or Tax that was not in force as of the date of the
execution  of  this  Agreement  shall  have been adopted or imposed (or shall be
reasonably  imminent  in  being adopted or imposed), and no increase in rates of
taxation  shall  have  occurred  (or  shall be reasonably imminent in occurring)
after  the  date  of execution of this Agreement, that, in any such event, would
reasonably  be  expected  to  result  in  any  Material  Adverse  Effect.

                                   ARTICLE IX
                   CONDITIONS PRECEDENT TO SELLER'S OBLIGATION

     The  obligation of Seller to consummate the transaction contemplated hereby
on  the  Closing  Date  is  subject to the satisfaction of each of the following
conditions  at  or  prior  to  the  Closing:

     SECTION  9.1.     ACCURACY  OF  REPRESENTATIONS AND WARRANTIES. Each of the
                       ---------------------------------------------
representations and warranties of Buyer contained in Article V of this Agreement
shall be true and correct, in each case at and as of the Closing Date as if made
at  and  as  of  the Closing Date (except for the representations and warranties
that  address  matters  only  as  of a particular date or only with respect to a
specific period of time, which need only be true and accurate as of such date or
with  respect  to  such  period).

     SECTION  9.2.     PERFORMANCE OF COVENANTS.  Buyer shall have performed and
                       -------------------------
complied,  in  all  material respects, with the covenants and provisions in this
Agreement, including, without limitation those in Sections 6.2 and 6.3, required
herein to be performed or complied with by Buyer between the date hereof and the
Closing  Date.

     SECTION  9.3.     OFFICER'S  CERTIFICATE.  Seller  shall  have  received  a
                       -----------------------
certificate  from  Buyer to the effect set forth in Sections 9.1 and 9.2 hereof,
dated  as  of  the  Closing  Date, signed by a duly authorized officer of Buyer.


     SECTION  9.4.     NO  ORDER.  No  Order  shall  be  in  effect prohibiting,
                       ----------
enjoining  or  restraining  the  consummation of the transaction contemplated in
this  Agreement.

     SECTION  9.5.     CERTIFIED  RESOLUTIONS.  Seller  shall  have  received  a
                       -----------------------
certificate of a duly authorized officer of Buyer, dated as of the Closing Date,
setting forth the resolutions of the board of directors of Buyer authorizing the
execution and delivery of this Agreement and the consummation of the transaction
contemplated  hereby, and certifying that such resolutions were duly adopted and
have  not  been  rescinded  or  amended  as  of  the  Closing  Date.

     SECTION  9.6.     SECRETARY'S  CERTIFICATE.  Seller  shall  have received a
                       -------------------------
certificate  of the Secretary or an Assistant Secretary of Buyer attesting as to
the  incumbency  and  signature  of each officer of Buyer who shall execute this
Agreement.

     SECTION  9.7.     NO  CHANGE  IN  LAW.
                       -------------------

               No  Law, Order or Tax that was not in force as of the date of the
execution of this Agreement shall have been adopted or imposed (or shall have be
reasonably  imminent  in


                                       43
<PAGE>
being  adopted  or  imposed),  and  no  increase in rates of taxation shall have
occurred  (or  shall  be  reasonably  imminent  in  occurring) after the date of
execution  of  this  Agreement,  that,  in  any  such event, would reasonably br
expected  to  result  in  a  Material  Adverse  Effect.

     SECTION  9.8.     UNITHOLDER  APPROVAL.
                       ---------------------

               Holders  of  a a majority of the outstanding common units of RVEP
shall  have  approved  the principal terms of this Agreement and the transaction
contemplated hereby, as required by applicable law and the partnership agreement
of  RVEP.  In addition, holders of a majority of the outstanding common units of
RVEP  shall  have  approved an amendment of the partnership agreement of RVEP to
prevent  the  dissolution  of  RVEP  upon  the  Closing.

                                    ARTICLE X
                                   TERMINATION

     SECTION  10.1.     TERMINATION  OF  AGREEMENT.  Anything  herein  to  the
                        ---------------------------
contrary notwithstanding, this Agreement and the transaction contemplated hereby
may  be  terminated  at  any  time  before  the  Closing  Date  as  follows:

          (a)     By  mutual  written  consent  of  Seller  and  Buyer;

          (b)     By  Seller  or  Buyer,  if the Closing shall not have occurred
prior  to  or  on October 31, 2005 (which date may be extended in writing by the
mutual  agreement  of  Seller  and  Buyer);

          (c)     By  Seller  or  Buyer,  if  consummation  of  the  transaction
contemplated  hereby  would  violate  any  non-appealable  final  Order  of  a
Governmental  Authority  having  competent  jurisdiction;  or

          (d)     By  Buyer  at any time within five (5) Business Days following
completion of any schedule to this Agreement pursuant to Section 6.3(i) if Buyer
is  not  satisfied  with  the  contents of any Schedule; provided, however, that
Seller  is  afforded  at  least  three  business days before termination of this
Agreement  to  (i)  provide  a  Schedule satisfactory to Buyer or (ii) provide a
monetary  remedy.

          (e)     By  the Seller if the Seller has, in accordance with the terms
of  Section  6.1(e)(i)(3)  above,  entered  into  an  agreement  to consummate a
Superior  Proposal.  If  the  Seller  terminates this Agreement pursuant to this
Section  10.1(e),  the  Seller shall pay the Buyer a termination fee of $700,000
within  60  days  after  such  termination;  provided that in no event shall the
Seller  be  required to pay such fee if, immediately prior to the termination of
this  Agreement,  the Buyer was in material breach of its obligations under this
Agreement.

     SECTION  10.2.     EFFECT OF TERMINATION.    If  this  Agreement  shall  be
                        -----------------------
terminated  pursuant  to  Section  10.1,  all further obligations of the Parties
shall  terminate  without  further liability of any Party to another (except for
the  obligations  outlined in Section 3.1(f) and Section 10.1(e) as the case may
be)  and each Party shall pay all costs and expenses incident to its negotiation
and  preparation of this Agreement and to its performance of and compliance with
all  agreements  and  conditions contained herein on its part to be performed or
complied  with,  including  the  fees,


                                       44
<PAGE>
expenses  and  disbursements  of its counsel; provided, the obligations of Buyer
under  the  Buyer  Confidentiality Agreement shall survive any such termination.

          (b)     Notwithstanding  Section  10.2(a), if all conditions precedent
to  the  obligations  of  a  Party  set  forth in Article VIII or Article IX (as
applicable) have been met (or the non-breaching Party is ready, willing and able
to satisfy such conditions) and the Closing does not occur on or before the date
specified  in  Section 10.1(b) because of the other Party being in breach of any
of  its representations, warranties or obligations hereunder, then the breaching
Party shall remain liable for the breach of such representations, warranties and
obligations.

                                   ARTICLE XI
                                 INDEMNIFICATION

     SECTION  11.1.     SELLER  INDEMNIFICATION.  Subject to the limitations set
                        ------------------------
forth in this Article XI, if the Closing occurs, then from and after the Closing
Date Seller shall indemnify and hold Buyer and Buyer's Affiliates (including the
Companies)  and  their  respective  officers,  directors,  partners,  members,
employees  and  agents  thereof  harmless  from  and  against any and all Losses
arising  out  of,  based  upon,  attributable  to  or  resulting  from:

               (i)     any  breach  of  any representation or warranty of Seller
contained  in Article IV or any inaccuracy in the certificate delivered to Buyer
pursuant  to  Section  8.3,

               (ii)     any  breach  of any agreement or covenant on the part of
Seller  contained  in  this  Agreement,

               (iii)     any  Losses  arising  out of any act, event or omission
occurring  prior  to the Closing Date (and not otherwise constituting an Assumed
Liability)  in  the  conduct  by  Seller,  RVEP  or  any of the Companies of the
Business, including, without limitation, legal, tax, title and ownership issues,
and

               (iv)     the  Retained  Liabilities.

          (b)     The  foregoing  shall  not  apply  to  any  breach of Seller's
representations  and  warranties  set forth in Section 4.10, or to any breach of
Seller's covenants set forth in Article VII, it being agreed and understood that
Buyer's  sole  and exclusive remedies for any matters relating to Taxes shall be
as  provided  in  Article  VII.

     SECTION  11.2.     BUYER  INDEMNIFICATION.  Subject  to the limitations set
                        -----------------------
forth in this Article XI, if the Closing occurs, then from and after the Closing
Date  Buyer  shall  indemnify  and hold Seller and Seller's Affiliates and their
respective  officers, directors, members, partners, employees and agents thereof
harmless  from  and  against  any  and  all  Losses  arising out of, based upon,
attributable  to  or  resulting  from:

               (i)     any  breach  of  any  representation or warranty of Buyer
contained  in  this  Agreement or any inaccuracy in the certificate delivered to
Seller  pursuant  to  Section  9.3,

               (ii)     the  breach  of any agreement or covenant on the part of
Buyer  contained  in  this  Agreement,


                                       45
<PAGE>
               (iii)     any  Losses  arising  out of any act, event or omission
occurring  after  the  Closing  Date  (and not otherwise constituting a Retained
Liability) in the conduct by Buyer, Buyer's Affiliates or the Companies of their
Business  or  operation  of  the  Assets  or  the  Mexican  Assets,  and

               (iv)     the  Assumed  Liabilities.

          (b)     The  foregoing  shall  not  apply  to  any  breach  of Buyer's
covenants set forth in Article VII, it being agreed and understood that Seller's
sole  and  exclusive remedies for matters relating to Taxes shall be as provided
in  Article  VII.


     SECTION  11.3.     INDEMNIFICATION PROCEDURES. If any third Person (i.e., a
                        ---------------------------
Person other than a Party or any Affiliate of a Party) asserts any claim against
a  Party  which, if successful, would entitle the Party to indemnification under
this Article XI (the "Indemnified Party"), it shall give notice of such claim to
the  Party  from  whom  it  intends  to  seek indemnification (the "Indemnifying
Party") and the Indemnifying Party shall have the right to assume the defense of
such  claim at its expense.  If the Indemnifying Party does assume such defense,
it  shall indemnify and hold the Indemnified Party harmless from and against any
and  all  Losses  caused by or arising out of any settlement or judgment of such
claim.  In  addition,  the Indemnified Party shall have the right to participate
in  the defense of such claim at its expense, in which case (a) the Indemnifying
Party  shall  cooperate  in  providing  information  to  and consulting with the
Indemnified  Party  about  the  claim,  and (b) the Indemnifying Party shall not
consent  to the entry of judgment or enter into any settlement without the prior
written  consent  of  the  Indemnified  Party,  which  shall not be unreasonably
withheld.  If  the  Indemnifying  Party  fails to assume the defense of any such
claim,  the  Indemnified  Party  may defend against or settle such claim and the
Indemnifying  Party  shall  be  liable  for  any  settlement  of any such claim.

     SECTION  11.4.     LIMITS  ON INDEMNIFICATION.  Notwithstanding anything to
                        ---------------------------
the  contrary  contained  in  this  Agreement:

          (a)     Seller  shall  not  have  any  obligation  to  provide
indemnification  for  Losses  pursuant to Section 11.1 except to the extent that
the  aggregate  amount of all such Losses exceeds $300,000, in which case Seller
shall be liable to Buyer only for such Losses in excess of $300,000 (the "Basket
Amount").  The  maximum  obligation of Seller to provide indemnification for all
Losses  pursuant  to  Section  11.1  shall  be limited to an amount equal to the
Purchase  Price.  Notwithstanding  the  foregoing,  the  Basket  Amount and such
liability  cap  will  not  apply  with  respect  to  any  breach  of  Seller's
representations  and  warranties  set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5,
4.11,  4.13  and  4.18.

          (b)     Buyer shall not have any obligation to provide indemnification
for  Losses  indemnified  pursuant to Section 11.2 except to the extent that the
aggregate  amount  of  all  such Losses exceeds the Basket Amount, in which case
Buyer  shall  be  liable  to Seller only for such Losses in excess of the Basket
Amount.  The  maximum  obligation of Buyer to provide indemnification for Losses
pursuant  to  Section  11.2  shall be limited to an amount equal to the Purchase
Price.  Notwithstanding  the foregoing, the Basket Amount and such liability cap
will


                                       46
<PAGE>
not  apply  with respect to any breach of Buyer's representations and warranties
set  forth  in  Sections  5.1,  5.2,  5.3,  5.5  and  5.7.

          (c)     Seller  shall  not  have  any  obligation  to  provide
indemnification  hereunder  for  any  Losses  pursuant to Sections 11.1 unless a
written  notice of claim specifying in reasonable detail the specific nature and
basis  of  the  Losses  and  the estimated amount of such Losses is delivered to
Seller  prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the
Closing  Date.  Buyer  shall  not have any obligation to provide indemnification
hereunder  for  any  Losses  unless  a  written  notice  of  claim specifying in
reasonable  detail the specific nature and basis of the Losses and the estimated
amount  of  such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas
time,  on  the  third  anniversary  of  the  Closing  Date.

          (d)     For  purposes  of determining Losses in order to calculate the
Basket Amount and determine rights to indemnification under this Article XI, the
representations  and  warranties  set  forth  in Articles IV and V shall be read
without giving effect to any Materiality Requirement set forth therein.  As used
in  this  Agreement, a "Materiality Requirement" shall mean any requirement in a
representation  or  warranty  that  a  condition,  event  or  state  of  fact be
"material," correct or true in "all material respects," have a "Material Adverse
Effect," or be or not be "reasonably expected to have a Material Adverse Effect"
(or  other  words  or  phrases  of  similar  effect or impact) in order for such
condition,  event  or state of facts to cause such representation or warranty to
be  inaccurate.

     SECTION 11.5.    CERTAIN DAMAGES. NEITHER PARTY NOR ANY OF THEIR RESPECTIVE
                      ----------------
AFFILIATES  OR  REPRESENTATIVES  SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OF
ITS  AFFILIATES OR REPRESENTATIVES FOR PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
INDIRECT,  CONSEQUENTIAL,  REMOTE OR SPECULATIVE DAMAGES IN CONNECTION WITH THIS
AGREEMENT  AND  THE  TRANSACTION CONTEMPLATED HEREBY, REGARDLESS OF WHETHER SUCH
DAMAGES  ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF LAW, OR ANY
OTHER  LEGAL  OR EQUITABLE PRINCIPLE; PROVIDED, THE FOREGOING SHALL NOT APPLY TO
ANY  SUCH DAMAGES FINALLY DETERMINED TO BE PAYABLE TO A THIRD PERSON PURSUANT TO
A  CLAIM  COVERED  BY  THE  INDEMNITY  PROVIDED  PURSUANT  TO  ARTICLE  XI.

     SECTION  11.6     EXCLUSIVE  REMEDY.
                       ------------------

               Except  for the tax indemnification provisions of Article VII, if
the  Closing  occurs, the sole and exclusive remedy of each of Buyer and Buyer's
Affiliates, and Seller and Seller's Affiliates, with respect to the purchase and
sale  of  the  Assets  and  the  Shares  shall  be  pursuant  to  the  express
indemnification  provisions  of  this  Article  XI  and  any  and all (a) claims
relating  to the representations, warranties, covenants and agreements contained
in  this  Agreement,  (b)  other  claims  pursuant to or in connection with this
Agreement,  or  (c)  other claims relating to the Assets and the Shares shall be
subject  to  the  provisions  set  forth  in  this  Article  XI.

               Except  for  claims  made pursuant to the express indemnification
provisions  of  this  Article  XI,  Buyer on behalf of each of Buyer and Buyer's
Affiliates  shall  be  deemed  to



                                       47
<PAGE>
have  waived, to the fullest extent permitted under applicable law, any right of
contribution  against  Seller  and  Seller's  Affiliates and any and all rights,
claims  and  causes  of  action  it  may  have against Seller or any of Seller's
Affiliates,  arising under or based on any federal, state or local statute, law,
ordinance,  rule  or  regulation  or  common  law  or  otherwise.

               Except  for  claims  made pursuant to the express indemnification
provisions  of  this  Article  XI,  Seller on behalf of each of Seller or any of
Seller's  Affiliates  shall  be  deemed  to  have  waived, to the fullest extent
permitted  under  applicable law, any right of contribution against Buyer or any
of Buyer's Affiliates and any and all rights, claims and causes of action it may
have  against  Buyer or any of Buyer's Affiliates, arising under or based on any
federal,  state  or  local statute, law, ordinance, rule or regulation or common
law  or  otherwise.

                                   ARTICLE XII
                                     GENERAL

     SECTION 12.1.     AMENDMENTS. This Agreement may only be amended by written
                       -----------
instrument  executed  by  Buyer  and  Seller.

     SECTION 12.2.     WAIVERS. The observance of any term of this Agreement may
                       --------
be waived (either generally or in a particular instance and either retroactively
or  prospectively)  by  the Party entitled to enforce such term, but such waiver
shall  be  effective  only  if it is in a written instrument signed by the Party
entitled  to  enforce such term and against which such waiver is to be asserted.
Unless  otherwise  expressly provided in this Agreement, no delay or omission on
the  part of any Party in exercising any right or privilege under this Agreement
shall operate as a waiver thereof, nor shall any waiver on the part of any Party
of  any right or privilege under this Agreement operate as a waiver of any other
right  or  privilege  under  this  Agreement,  nor  shall  any single or partial
exercise  of  any  right  or  privilege  preclude  any other or further exercise
thereof  or  the  exercise of any other right or privilege under this Agreement.

     SECTION  12.3.     NOTICES. Any notices or other communications required or
                        --------
permitted  hereunder  shall  be  in writing and shall be sufficiently given (and
shall be deemed to have been duly given upon receipt) if sent by overnight mail,
registered  mail  or certified mail, postage prepaid, or by hand, to the Parties
at  the  following  addresses  (or at such other address for a Party as shall be
specified  by  like  notice):


                                       48
<PAGE>
          (a)  If to Seller, to:

          Charles Handly
          Rio Vista Operating Partnership L.P.
          820 Gessner,   Suite 1285
          Houston, Texas 77024

          With a copy (which shall not constitute effective notice) to:
          Ian Bothwell
          Penn Octane Corporation
          840 Apollo Street  Ste 313
          El  Segundo,  CA  90245


          (b)  If to Buyer, to:

          TransMontaigne Product  Services  Inc.
          Attn:  President
          1670 Broadway, Suite 3100
          Denver,  Colorado  80202

     SECTION  12.4.     SUCCESSORS  AND  ASSIGNS.   Parties  in  Interest.  This
                        -------------------------
Agreement  shall  be  binding  upon and shall inure solely to the benefit of the
Parties  and  their  respective  successors and permitted assigns.  Neither this
Agreement  nor  any  rights or obligations hereunder may be assigned without the
written  consent  of  the other Party, and any purported assignment made without
such  written  consent  shall  be  void; provided, Buyer shall have the right to
designate one or more of its Affiliates (including TransMontaigne Partners L.P.)
to  be  transferee(s)  at  the  Closing  of all or any part of the Assets or the
Shares.  Except  as expressly contemplated by Sections 11.1 and 11.2, nothing in
this  Agreement,  express  or  implied,  is intended to or shall confer upon any
Person,  other  than  the  Parties  and  their  respective  successors,  legal
representatives,  and permitted assigns, any rights, benefits or remedies of any
nature  whatsoever  under or by reason of this Agreement, and no Person shall be
deemed  a  third  party  beneficiary  under  or  by  reason  of  this Agreement.

     SECTION  12.5.     SEVERABILITY.  If any provision of this Agreement or the
                        -------------
application  of  any  such  provision  to  any  Person  or circumstance shall be
declared  judicially  to be invalid, unenforceable, or void, such decision shall
not  have the effect of invalidating or voiding the remainder of this Agreement,
it  being  the  intent and agreement of the Parties that this Agreement shall be
deemed  amended by modifying such provision to the extent necessary to render it
valid,  legal  and  enforceable  while  preserving  its  intent  or,  if  such
modification is not possible, by substituting therefor another provision that is
valid,  legal,  and  enforceable  and  that  achieves  the  same  objective.

     SECTION  12.6.     ENTIRE AGREEMENT. This Agreement (including the Exhibits
                        -----------------
and Schedules hereto and the documents and instruments executed and delivered in
connection  herewith)  constitutes the entire agreement between the Parties with
respect  to  the  subject  matter  hereof  and  supersedes  all  prior  and
contemporaneous  agreements  and  understandings,  whether


                                       49
<PAGE>
written  or oral, between the Parties with respect to the subject matter hereof,
and  there  are no representations, understandings or agreements relating to the
subject  matter  hereof  that  are not fully expressed in this Agreement and the
documents  and  instruments  executed  and  delivered  in  connection  herewith;
provided,  the  Buyer  Confidentiality  Agreement shall remain in full force and
effect  according  to  its  terms  until the Closing. All Exhibits and Schedules
attached  to  this  Agreement  are expressly made a part of, and incorporated by
reference  into,  this  Agreement.

     SECTION  12.7.     GOVERNING  LAW, CONSENT TO JURISDICTION.  THIS AGREEMENT
                        ----------------------------------------
SHALL  BE  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS.  Each  Party  irrevocably  submits to the jurisdiction of any Texas state
court  or  any federal court sitting in Houston, Texas in any action arising out
of  or relating to this Agreement, and hereby irrevocably agrees that all claims
in  respect  of such action shall be heard and determined in such Houston, Texas
state  or  federal  court.  Each Party hereby irrevocably waives, to the fullest
extent  it  may  effectively  do so, the defense of an inconvenient forum to the
maintenance  of  such  action  or proceeding.  The Parties further agree, to the
extent  permitted  by  Law, that final and un-appealable judgment against any of
them  in any action or proceeding contemplated above shall be conclusive and may
be  enforced  in  any  other jurisdiction within or outside the United States by
suit  on the judgment, a certified copy of which shall be conclusive evidence of
the  fact and amount of such judgment.  Each Party waives, to the fullest extent
permitted by applicable Law, any right it may have to a trial by jury in respect
of  any action, suit or proceeding arising out of or relating to this Agreement.
Each  Party  certifies that it has been induced to enter into this Agreement by,
among  other  things,  the  mutual  waivers  set  forth  in  this  Section12.7.

     SECTION 12.8.     EXPENSES. Each of the Parties shall bear its own expenses
                       ---------
(including fees and disbursements of its counsel, accountants and other experts)
incurred  by  it  in  connection  with  the preparation, negotiation, execution,
delivery  and  performance  of  this  Agreement, each of the other documents and
instruments  executed  in  connection with or contemplated by this Agreement and
the  consummation  of  the  transaction  contemplated  hereby.

     SECTION  12.9.     RELEASE  OF  INFORMATION;  CONFIDENTIALITY.  The Parties
                        -------------------------------------------
shall  cooperate  with  each  other  in  releasing  information  concerning this
Agreement  and  the transaction contemplated hereby.  No press releases or other
public  announcements  concerning the transaction contemplated by this Agreement
shall  be  made  by any Party without prior consultation with, and agreement of,
the  other Party, except for any legally required communication by any Party and
then  only  with prior consultation and as much advance notice as is practicable
under  the circumstances requiring any announcement, together with copies of all
drafts of the proposed text.  At the Closing the Buyer Confidentiality Agreement
shall  be  deemed  terminated  without  any  further  action  of  the  Parties.

     SECTION  12.10.     JOINT AND SEVERAL.  The obligations of Seller under and
                         ------------------
pursuant  to  this Agreement shall be joint and several obligations of Rio, RVEP
and  the  Companies.

     SECTION  12.11.     CERTAIN  CONSTRUCTION  RULES.  The  article and section
                         -----------------------------
headings  and  the  table  of  contents  contained  in  this  Agreement  are for
convenience  of  reference  only  and  shall  in no way define, limit, extend or
describe  the scope or intent of any provisions of this Agreement.  Whenever the
context  may  require,  any  pronoun  used  in  this Agreement shall include the


                                       50
<PAGE>
corresponding  masculine,  feminine  or  neuter  forms, and the singular form of
nouns,  pronouns,  and  verbs  shall  include  the  plural  and  vice versa.  In
addition,  as used in this Agreement, unless otherwise provided to the contrary,
(a)all  references  to  days,  months  or  years  shall  be deemed references to
calendar  days, months or years, and (b)any reference to a "Section," "Article,"
or "Schedule" shall be deemed to refer to a section or article of this Agreement
or  a  schedule  attached  to  this  Agreement.  The  words  "hereof," "herein,"
"hereunder"  and  words  of  similar import referring to this Agreement refer to
this Agreement as a whole and not to any particular provision of this Agreement.
Unless  otherwise  specifically  provided for herein, the term "or" shall not be
deemed  to  be  exclusive.  The  term  "including" shall mean "including without
limitation."

     SECTION  12.12.     SURVIVAL.  The  representations,  warranties, covenants
                         ---------
and  agreements  of the Parties set forth herein or in any certificate delivered
pursuant to the terms hereof shall survive the Closing, and such representations
and  warranties  shall  be  subject  to  the  provisions  of  Article  XI.

     SECTION 12.13.     COUNTERPARTS. This Agreement may be executed in multiple
                        -------------
counterparts,  each  of which shall be deemed an original and all of which taken
together shall constitute one instrument binding on the Parties, notwithstanding
that  all  Parties  are not signatories to the original or the same counterpart.

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                                       51
<PAGE>
     IN WITNESS WHEREOF, this Purchase and Sale Agreement has been duly executed
as  of  the  date  first  above  written.

                                 SELLER:

                                 RIO VISTA OPERATING PARTNERSHIP, L.P.


                                 By: Rio Vista Operating GP LLC, general partner


                                 By:    /s/  Charles  Handly
                                    --------------------------------------------
                                 Name:  Charles  Handly
                                 Title: President


                                 PENN OCTANE INTERNATIONAL, LLC


                                 By:    /s/  Ian  T.  Bothwell
                                    --------------------------------------------
                                 Name:  Ian  T.  Bothwell
                                 Title: Manager


                                 BUYER:


                                 TRANSMONTAIGNE PRODUCT SERVICES INC.


                                 By:    /s/  William  S.  Dickey
                                    --------------------------------------------
                                 Name:  William  S.  Dickey
                                 Title: President