Exhibit
      2.1




**PURCHASE
      AND SALE AGREEMENT**





**dated
      August 15, 2005**





**AMENDED
      AND RESTATED**





**As
      of** **August
      15,** **2006**





**between**





**RIO
      VISTA OPERATING PARTNERSHIP L.P.**





**and**





**TRANSMONTAIGNE
      PRODUCT SERVICES INC.**










**TABLE
      OF CONTENTS**




Page**ARTICLE
                I DEFINITIONS**
            **2**SECTION
                1.1
            Certain
                Definitions
            2**ARTICLE
                II THE CLOSING**
            **12**SECTION
                2.1
            Purchase
                and Sale of the Brownsville Terminal Assets
            12SECTION
                2.2
            Closing
            12SECTION
                2.3
            Deliveries
                to Buyer
            12SECTION
                2.4
            Deliveries
                to Seller
            13SECTION
                2.5
            Proceedings
                at Closing
            13**ARTICLE
                III PURCHASE PRICE**
            **13**SECTION
                3.1
            Purchase
                Price
            13SECTION
                3.2
            Payment
                of Consideration and Transfer of Brownsville Terminal
                Assets
            15SECTION
                3.3
            Allocation
            15**ARTICLE
                IV REPRESENTATIONS AND WARRANTIES OF SELLER**
            **15**SECTION
                4.1
            Organization;
                Power and Authority
            15SECTION
                4.2
            Authorizations;
                Execution and Validity
            16SECTION
                4.3
            No
                Conflicts; Consents
            16SECTION
                4.4
            Litigation;
                Orders
            17SECTION
                4.5
            Environmental
                Matters
            17SECTION
                4.6
            Employee
                and Benefit Matters.
            18SECTION
                4.7
            Taxes
            19SECTION
                4.8
            Title
                to Brownsville Terminal Assets
            20SECTION
                4.9
            Brownsville
                Assigned Contracts
            20SECTION
                4.10
            Sufficiency
                of Brownsville Terminal Assets
            20SECTION
                4.11
            Insurance
            20SECTION
                4.12
            Brownsville
                Permits and Compliance with Applicable Law
            21SECTION
                4.13
            Absence
                of Certain Changes
            21SECTION
                4.14
            Fees
            22SECTION
                4.15
            Disclaimer
            22**ARTICLE
                V REPRESENTATIONS AND WARRANTIES OF BUYER**
            **23**SECTION
                5.1
            Organization;
                Power and Authority
            23SECTION
                5.2
            Authorizations;
                Execution and Validity
            23SECTION
                5.3
            No
                Conflicts; Consents
            23SECTION
                5.4
            Litigation
            24SECTION
                5.5
            Investment
                Intent; Sophisticated Buyer
            24SECTION
                5.6
            Financial
                Ability
            24SECTION
                5.7
            Fees
            24SECTION
                5.8
            Disclaimer
            25**ARTICLE
                VI COVENANTS**
            **25**SECTION
                6.1
            Covenants
                of Seller
            25





i





SECTION
                6.2
            Covenants
                of Buyer
            26SECTION
                6.3
            Other
                Covenants
            27**ARTICLE
                VII TAX MATTERS**
            **32**SECTION
                7.1
            Preparation
                and Filing of Tax Returns
            32SECTION
                7.2
            Seller’s
                Tax Indemnification
            32SECTION
                7.3
            Buyer’s
                Tax Indemnification
            32SECTION
                7.4
            Tax
                Indemnification Procedures
            33**ARTICLE
                VIII CONDITIONS PRECEDENT TO BUYER’S OBLIGATION**
            **33**SECTION
                8.1
            Accuracy
                of Representations and Warranties
            34SECTION
                8.2
            Performance
                of Covenants
            34SECTION
                8.3
            Officers’
                Certificates
            34SECTION
                8.4
            No
                Order
            34SECTION
                8.5
            Certified
                Resolutions
            34SECTION
                8.6
            Secretary’s
                Certificate
            34SECTION
                8.7
            Intentionally
                Left Blank
            34SECTION
                8.8
            Consents
            35SECTION
                8.9
            Liens
                and Secured Debt
            35SECTION
                8.10
            PMI
                Contract
            35SECTION
                8.11
            Due
                Diligence
            35SECTION
                8.12
            U.
                S. Employees
            35SECTION
                8.13
            Concurrent
                Closing with Penn
            35SECTION
                8.14
            No
                Change in Law
            36SECTION
                8.15
            Injunction
            36**ARTICLE
                IX CONDITIONS PRECEDENT TO SELLER’S OBLIGATION**
            **36**SECTION
                9.1
            Accuracy
                of Representations and Warranties
            36SECTION
                9.2
            Performance
                of Covenants
            36SECTION
                9.3
            Officer’s
                Certificate
            36SECTION
                9.4
            No
                Order
            37SECTION
                9.5
            Certified
                Resolutions
            37SECTION
                9.6
            Secretary’s
                Certificate
            37SECTION
                9.7
            No
                Change in Law
            37SECTION
                9.8
            Intentionally
                Left Blank
            37**ARTICLE
                X TERMINATION**
            **37**SECTION
                10.1
            Termination
                of Agreement
            37SECTION
                10.2
            Effect
                of Termination
            38**ARTICLE
                XI INDEMNIFICATION**
            **38**SECTION
                11.1
            Seller
                Indemnification
            38SECTION
                11.2
            Buyer
                Indemnification
            39SECTION
                11.3
            Indemnification
                Procedures
            39SECTION
                11.4
            Limits
                on Indemnification
            40SECTION
                11.5
            Certain
                Damages
            41




ii





SECTION
                11.6
            Exclusive
                Remedy
            41**ARTICLE
                XII GENERAL**
            **42**SECTION
                12.1
            Amendments
            42SECTION
                12.2
            Waivers
            42SECTION
                12.3
            Notices
            42SECTION
                12.4
            Successors
                and Assigns; Parties in Interest
            43SECTION
                12.5
            Severability
            43SECTION
                12.6
            Entire
                Agreement
            43SECTION
                12.7
            Governing
                Law; Consent to Jurisdiction
            44SECTION
                12.8
            Expenses
            44SECTION
                12.9
            Release
                of Information; Confidentiality
            44SECTION
                12.10
            Joint
                and Several
            44SECTION
                12.11
            Certain
                Construction Rules
            45SECTION
                12.12
            Survival.
            45SECTION
                12.13
            Counterparts
            45**ARTICLE
                XIII****NON-COMPETITION
                REQUIREMENT****,
                EXCLUSIVITY, PMI EASEMENT AND RIGHT OF FIRST
                OFFER**
            **45**SECTION
                13.1
            Non-CompetitionRequirement;Exclusivity
            45SECTION
                13.2
            PMI
                Easement
            46SECTION
                13.3
            Right
                of FirstOffer
            47




**Exhibits**





A
            -
                Intentionally Omitted


B
            -
                General Assignment, Conveyance and Bill of
                Sale


Annex
                1 - Brownsville Leases


Annex
                2 - Brownsville Terminal
                Improvements


Annex
                3 - Brownsville Assigned Contracts


C
            -
                Assumption Agreement


D-1(Amended)
            -
                Promissory Note


D-2(Amended)
            -
                Security Agreement


E
            -
                U.S. Pipeline Service Agreement


F
            -
                LPG Transportation Agreement


G
            -
                Closing Settlement Statementas
                of August 22,2006





**Schedules**





1.1(a)
            -
                Seller’s Individuals with Knowledge


1.1(c)
            -
                List of Promissory Note Holders


4.3
            -
                No Conflicts; Consents


4.4
            -
                Litigation; Orders


4.5
            -
                Environmental Matters


4.6(a)
            -
                U.S. Employees


4.6(b)
            -
                Employee Matters


iii


4.6(c)
            -
                Seller’s Benefit Plans


4.7
            -
                Taxes


4.9
            -
                Brownsville Assigned Contracts


4.11
            -
                Insurance


4.12
            -
                Brownsville Permits and Compliance


4.13
            -
                Certain Changes


4.14
            -
                Fees


5.3
            -
                Buyer’s Conflicts/Consents


6.3(d)(i)
            -
                Minimum Inventory Requirements - Rio
                Vista


8.8-A
            -
                BND Assignment of Lease for Lease
                No.2823


8.8-B
            -
                BND Assignment of Lease for Lease
                No.3165


iv


**PURCHASE
      AND SALE AGREEMENT** (AMENDED
      AND RESTATED)





This
      PURCHASE AND SALE AGREEMENT, dated August 15, 2005, as amended and restated
      on August
      15, 2006
      (this “Agreement”), is entered into by and between RIO VISTA OPERATING
      PARTNERSHIP L.P., a Delaware limited partnership (“Seller” or “Rio”), 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
      collectively defined as the “ **Rio
      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 (as amended and restated) 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 México,
      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 (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.”




The
      Parties are parties to that certain Purchase and Sale Agreement (the
“ **Prior
      Agreement** ”)
      entered into as of August 15, 2005, as amended, under which Buyer desired to
      purchase from Seller, and Seller was willing to sell to Buyer, (i) the Rio
      Assets and (ii) the Shares of the Companies, as such terms were further
      described in the Prior Agreement.





The
      Parties wish to supersede, amend and restate the Prior Agreement pursuant to
      this Agreement.





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 (as amended and
      restated) between Penn and Buyer.





Buyer
      desires to purchase from Seller, and Seller is willing to sell to Buyer the
      Acquired Assets, as further described in this Agreement.


1


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 hereby agree that the Prior Agreement is hereby
      superseded, amended and restated 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:





“ **Acquired
      Assets** ”
means
      the Brownsville Terminal Assets and the PMI Contract.





**“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, excepting from the foregoing TransMontaigne
      Partners L.P. or any of its affiliates. 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.





**“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 and the Brownsville Terminal Assets and the PMI Contract by Buyer
      during the period on or after the Closing Date.





**“Assumption
      Agreement”** has the
      meaning given in Section 2.4(b).





“ **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.





**“Brownsville
      Assigned Contracts”** has the
      meaning given in subsection (c) of the definition of Brownsville
      Assets.


2


“ **Brownsville
      Books and Records** ”
has
      the
      meaning given in subsection (f) of the definition of Brownsville Terminal
      Assets.





**“Brownsville
      Leases”** has the
      meaning given in the subsection (a) of the definition of Brownsville Terminal
      Assets.





**“Brownsville
      Permits”** has the
      meaning given in subsection (d) of the definition of Brownsville Terminal
      Assets.





**“Brownsville
      Terminal Assets”** means
      the following assets of Rio, other than the Retained Assets:





(a) 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 ownership or operation of the Brownsville Terminal Site, including those
      described on Annex 1 to the General Conveyance (the **** “ **Brownsville
      Leases”** );





(b) all
      structures, fixtures, facilities, pipelines, pipes, tanks, terminals, racks,
      pumping facilities, pumps, fittings, cathodic protection ground beds,
      rectifiers, local supervisory protection software (SCADA), machinery,
      equipment (excluding the office equipment, computers, chairs, desks, and filing cabinets
      used by Delia Chavez and Brenda Boltz) ,
      engines, valves, connections, gates, fences, computer hardware and all other
      tangible personal property located on or under the Leases, including those
      described in Annex 2 to the General Conveyance (the **“Brownsville
      Terminal Improvements”** );





(c) the
      contracts and agreements related to the sale, purchase, marketing,
      transportation and storage of LPG (including the PMI Contract), other than
      the
      Pipeline Service Agreement and the LPG Transportation Agreement , and any leases of personal
      property to which Rio or RVEP is a party with respect to the Brownsville
      Terminal Site, including those listed on Annex 3 of the General Conveyance
      (the **“Brownsville
      Assigned Contracts”** );





(d) 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 operation
      of the Brownsville Terminal Site, in each case to the extent the same are
      assignable by Seller (the **“Brownsville
      Permits”** );





(e) all
      LPG
      and any other hydrocarbons (in whatever physical state) owned by Rio or RVEP
      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 other Persons;


3


(f) all
      books, records and documents relating to the ownership or operation of the
      Brownsville Terminal Site (other than medical records of employees or medical
      records of independent contractors of Rio 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 **“Brownsville
      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 Brownsville Terminal Assets, (ii) records necessary for
      Seller’s continued operations 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;





(g) all
      deposits and all service charges, utility bills and other goods or services
      prepaid by Rio or RVEP with respect to the Brownsville Terminal
      Site;





(h) all
      claims, causes of action, rights and remedies arising out of the ownership
      or
      operation of the Brownsville Terminal Assets; and





(i) all
      patents and patent applications, and other intellectual property rights, United
      States or foreign, owned or licensed by Rio or RVEP and used in the ownership
      or
      operation of the Brownsville Terminal Site (provided, however, that the
      Brownsville Terminal 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).





**“Brownsville
      Terminal Improvements”** has the
      meaning given in subsection (b) of the definition of Brownsville Terminal
      Assets.





**“Brownsville
      Terminal Site”** means
      the plots of land as described on Annex 1, and associated equipment and
      improvements, which is leased by Rio from the BND, where LPG or other petroleum
      products are stored.





**** **“Business”** shall
      mean the business currently or historically conducted by Rio or RVEP with
      respect to and including the Brownsville Terminal Assets, the PMI Contract,
      and
      the purchase, transportation, storage and marketing of LPG at the Matamoros
      Terminal Site.





**“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.





**“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(f)(i).





**“Closing”** has the
      meaning given in Section 2.2.





**“Closing
      Date”** has the
      meaning given in Section 2.2.





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




4


**“Continuing
      Employee”** has the
      meaning given in Section 6.3(f)(i).





**“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, including, without limitation, the Brownsville Assigned Contracts and
      the PMI Contract.





**“Deficiency
      Amount”** means
      the difference between the Minimum Requirement and actual LPG inventory at
      the
      Effective Time as determined pursuant to Schedule 6.3(d)(i) and in conjunction
      with the Purchase and Sale Agreement between Buyer and Penn.





**“Effective
      Time”** means
      12:01 a.m., central time, on the Closing Date **.**





**“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(e)(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;





(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.


5





**“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.





**“General
      Conveyance”** has the
      meaning given in Section 2.3(a).





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





**“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(f)(i).





**“Indemnified
      Party”** has the
      meaning given in Section 11.3.





**“Indemnifying
      Party”** has
      the
      meaning given in Section 11.3.





“ **International** ”
has
      the
      meaning given in Section 13.3.





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


6


**“Law”** means
      any U.S. federal, state, provincial or local law, statute, rule, ordinance,
      code
      or regulation.





**“Legal
      Proceeding”** means
      any judicial, administrative or arbitral action, suit, investigation or
      proceeding (public or private) by or before any U.S. 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.





**“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).





“ **LPG
      Transportation Agreement** ”
has
      the
      meaning given in Section 6.3(i)(ii).





**“Matamoros
      Terminal Site”** means
      the
      plot of land and associated equipment, tanks and improvements owned by Tergas,
      where the LPG or other petroleum products are stored and in which such LPG
      terminal facility is connected by the Pipeline Assets to the Brownsville
      Terminal Site. The facility 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, Tamaulipas,
      Mexico.





**“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 Brownsville
      Terminal Assets including any casualty loss to, or taking through an eminent
      domain procedure of any of the Brownsville Terminal Assets, in an amount of
      $50,000.00 or more.





**“Materiality
      Requirement”** has the
      meaning given in Section 11.4(d).





**“Minimum
      Requirement”** has the
      meaning given in Section 6.3(d)(i).





**“** **New
      Collateral** **”** has the
      meaning given in Section 3 .1 ( f ).





**“Order”** means
      any order, judgment, injunction, ruling, or decree of any U.S. court or other
      Governmental Authority.





**“Party”
      or “Parties”** has the
      meaning given in the Preamble.





**“Penn”** has the
      meaning given in the Recitals.


7


**“Permitted
      Encumbrances”** shall
      mean, with respect to or upon any of the Brownsville Terminal 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 Brownsville Terminal 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
      Brownsville Terminal 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).





**“Pipeline
      Assets”** means
      the
      approximately 23 mile 6-inch and 8-inch pipelines and that associated equipment,
      improvements, real property held in fee, leases, property use agreements,
      easements, rights-of-way, permits and records related to such pipelines,
      connecting the Brownsville Terminal Site to the Matamoros Terminal
      Site.





“ **Pipeline
      Service Agreement** ”
has
      the
      meaning given in Section 6.3(i)(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 April 28, 2006, by
      and
      between Rio and PMI, for the purchase of LPG for the period through March 31,
      2007 .





**“PMI
      Easement”** means
      that certain Pipeline Right-of-Way and Easement Agreement between Penn Octane
      Corporation and P.M.I. Services North America, Inc. dated October 1, 2002,
      which
      easement is appurtenant to that certain 21.761 acres of land included in the
      Special Warranty Deed dated September 15, 2002 in which Penn Octane Corporation
      conveyed such tract of land to Rio Vista Operating Partnership,
      L.P.





“ **POM”** has the
      meaning given in the Recitals.





**“Prior
      Agreement”** has the
      meaning given in the Recitals.





“ **Prior
      Collateral** ”
has
      the
      meaning given in Section  3.1(d ).





“ **Purchase
      Price** ”
has
      the
      meaning given in Section 3.1(a).





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


8





“ **Retained
      Assets** ”
means
      all assets of Seller which are not intended to be transferred by Seller to
      Buyer
      pursuant to this Agreement, including but not limited to:





(a) the
      Shares and all tangible
      and intangible assets
      located in Mexico, including ,
      without
      limitation, the Matamoros Terminal Site and all
      leases, real property and associated contract rights, save and except the PMI
      Contract;





(b) the
      Pipeline Assets;





(c) 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;





(d) 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;





(e) the
      Retained Records and the
      office equipment, computers, chairs, desks and filing cabinets used by Delia
      Chavez and Brenda Boltz ;





(f) all
      cash,
      accounts receivable, notes receivable, securities and other assets owned by
      Seller or RVEP; and





(g) all
      of
      the Rio Assets other than the Acquired Assets.





**“Retained
      Liabilities”** means
      all liabilities, obligations and Losses of Seller or RVEP 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 or RVEP
      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 or operation of the Brownsville
      Terminal 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
      Brownsville Leases 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 (h);





(d) all
      liabilities, obligations or Losses arising out of the easements and
      rights-of-way for the conduct of the Business or for the operation of the
      Brownsville Terminal Assets prior to the Closing Date;


9


(e) the
      obligations, liabilities, or Losses (including all accounts payable and notes
      payable) that occur, and require payment, performance or resolution, as a direct
      result of and in the course of operation of the Business and the Brownsville
      Terminal Assets by Seller during the period before the Closing Date;
      and





(f) any
      expenses or liability associated with the U.S. Department of Transportation
      audit requirements described in Schedule 4.12.





**“Retained
      Records”** has the
      meaning given in subsection (f) of the definition of Brownsville Terminal
      Assets.





“ **Rio** ”
has
      the
      meaning given in the Recitals.





“ **Rio
      Assets** ”
has
      the
      meaning given in the Recitals.





**“RVEP”** has the
      meaning given in the Recitals.





“ **Seadrift
      Pipeline** ”
means
      the pipeline covered by the Seadrift Pipeline Lease.





“ **Seadrift
      Pipeline Lease** ”
means
      the Ella-Brownsville Pipeline Lease Agreement, dated as of August 1, 2006,
      by
      and between Seadrift Pipeline Corporation, a Delaware corporation and
      Penn.





**“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 their Affiliates in
      connection therewith.





**“Secured
      Debt Lender”** means
      RZB Finance LLC in its capacity as agent under the Secured Debt
      Facility.





**“Seller”** has the
      meaning given in the Preamble.





**“Seller
      Group”** means
      the
      affiliated group of corporations in which Seller joins 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
      or
      RVEP on behalf of the U.S. Employees.





**“Shares”** has the
      meaning given in the Recitals.





**“Subsidiary”** means,
      with respect to any Person, any corporation, partnership, limited liability
      company, incorporated in the U.S., 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.


10


**“Tax
      or Taxes”** means
      any U.S. 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.





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





**“Tax
      Items”** has the
      meaning given in Section 7.1.





**“Tax
      Return”** means
      any U.S. 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.





**“U.S.
      Employee”** means
      any individual who is an employee of Seller or RVEP and who is principally
      employed in the United States in connection with the Brownsville Terminal Site,
      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.


11


**ARTICLE
      II**


**THE
      CLOSING**





**SECTION
      2.1** **Purchase
      and Sale of the Brownsville Terminal Assets** .





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 the Acquired Assets, consisting
      of:





(a) the
      Brownsville Terminal Assets free and clear of any Liens or Encumbrances (other
      than Permitted Encumbrances), and





(b) the
      PMI
      Contract.





**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 first Business Day after the satisfaction or waiver of conditions
      set forth in Articles VIII and IX, but no sooner than August 22, 2006, 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) the
      certificates referred to in Sections 8.3, 8.5 and 8.6;





(c) copies
      of
      the consents or approvals references in Sections 8.8 and
      6.3(b) that are required;





(d) copies
      of
      the release and termination documents referenced in Section 8.9 related to
      and
      including only those Liens applicable to the Brownsville Terminal
      Assets;





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





(f) the
      Purchase and Sale Agreement between Penn and Buyer; and





(g) the
      Pipeline Service Agreement and the LPG Transportation Agreement.


12





**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”** );
      and





(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) The
      purchase price to be paid by Buyer to Seller at the Closing will be
      $ 8,300,000 U.S. (as
      adjusted by Section 3.1(e), Section 6.3 and Section 8.11 (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 Acquired
      Assets.





(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 the sale and transfer
      of
      the Acquired Assets ,
      including any such Taxes payable under
      the Texas Tax Code or Texas Administration Code .





(d) Upon
      execution of the Prior Agreement, Buyer advanced Seller the sum of $1,300,000
      U.S. The advance of such amount was conditioned upon Seller’s execution of the
      Promissory Note in the form attached as Exhibit
      D-1 to
      the
      Prior Agreement and
      the
      Security Agreement in the form attached as Exhibit
      D-2 to the
      Prior Agreement providing Buyer a security interest in the following: (the **“** **Prior** **Collateral”)**


13





(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) Upon
      the
      Closing of this Agreement, the Seller will reduce the principal amount of the
      Promissory Note by $300,000, said amount to be a reduction in the Purchase
      Price, and Parties agree to (i) substitute the eight inch (8”) pipeline included
      in the Pipeline Assets (the “ **New
      Collateral** ”)
      for
      the Prior Collateral, (ii) amend the Promissory Note in the form of Exhibit
      D-1(Amended) in order to, among other things, extend the repayment schedule
      of
      the advance of the remaining principal of $1,000,000 to one year after the
      Date
      of Closing and (iii) amend the Security Agreement in the form of the attached
      Exhibit D-2 (Amended) to extend the security interest in said agreement to
      the
      New Collateral described hereinabove. Upon Closing, Seller will repay the
      Secured Debt Lenders such amount as will cause them to release any and all
      Liens
      they may hold with respect to the Prior Collateral and the New Collateral and
      Seller will take the necessary steps to have the Secured Debt Lenders to do
      the
      same.





(f) The
      Prior Collateral will be specifically included within the Brownsville Terminal Assets
      conveyed to Buyer. Upon payment
      of the amended Promissory Note in full ,
      Buyer
      shall mark the Promissory Note “Paid In Full , ” return
      such Promissory Note to Seller and
      release its security interest in the New Collateral and provide Seller with
      appropriate documentation of such release in recordable form .
      If
      Closing does not occur under this Agreement for any reason, then Seller, at
      Seller’s sole option, will either:





(i) promptly
      provide Buyer with a bill of sale conveying all right and title to the Prior 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. 3165 )
      to Seller ;
      or





(ii) pay
      Buyer
      the amount due under the Promissory Note and Buyer will promptly provide Seller
      with the necessary documentation to provide for the release of the security
      interest on the Prior Collateral and cancellation of the Promissory Note.


14





**SECTION
      3.2** **Payment
      of Consideration and Transfer of Brownsville Terminal
      Assets.**





At
      the
      Closing, Buyer shall pay the Purchase Price, as adjusted, to Seller and execute
      and deliver to Seller the Assumption Agreement, and Seller shall execute and
      deliver to Buyer the General Conveyance pursuant to which title to the
      Brownsville Terminal Assets and the PMI Contract is transferred and conveyed
      to
      Buyer.





**SECTION
      3.3** **Allocation.** ****





Seller
      and Buyer are each separately responsible for:





(a) preparing
      Form 8594, Asset Acquisition Statement (the “Form”), under Section 1060 of the
      Internal Revenue Code and the regulations promulgated thereunder, or any
      successor form, and





(b) allocating
      the amount of the Purchase Price for the Acquired Assets on the Form in which
      the Parties will attempt to reach agreement as to allocation of the Purchase
      Price. 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
      and
      Seller hereby agree that they will report the federal, state and other Tax
      consequences of the transaction contemplated by this Agreement in a manner
      consistent with the allocation on each Party’s Form.





**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) Seller
      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) Seller
      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 of the Acquired Assets, as of the date
      of
      execution of this Agreement, Seller and RVEP have 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.


15


(b) As
      of the
      Closing Date, Seller
      will have all requisite corporate, partnership and other power and authority
      to
      consummate the transfer to Buyer of the Acquired Assets.





(c) Except
      with respect to the transfer to Buyer of the Acquired Assets, 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 and RVEP ,
      if
      deemed necessary by Seller .





(d) Except
      with respect to the transfer to Buyer of the Acquired Assets, 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 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.





(e) As
      of the
      Closing Date, 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 of the Acquired Assets 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 any organizational documents of the Seller,





(c)
      violate any Contract to which Seller is a party or by which Seller 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.


16


**SECTION
      4.4** **Litigation;
      Orders.**





Schedule
      4.4 lists all Legal Proceedings pending or, to Seller’s Knowledge, threatened
      against the Seller or RVEP and arising out of or relating to the Acquired
      Assets. Except as set forth in Schedule 4.4, there are no Legal Proceedings
      pending against Seller or, to Seller’s Knowledge, threatened against Seller or
      RVEP 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
      4.5** **Environmental
      Matters.**





Except
      as
      set forth in Schedule 4.5 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 Brownsville
      Terminal Assets) are in compliance with all applicable Environmental
      Laws;





(b) neither
      Seller nor RVEP (in respect of the Brownsville Terminal Assets) is subject
      to
      any existing, pending or, to Seller’s Knowledge, threatened Legal Proceedings
      under any Environmental Law;





(c) all
      Brownsville Permits, if any, required to be obtained by Seller or RVEP under
      any
      Environmental Law in connection with the Brownsville Terminal 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 or RVEP of any Hazardous Material
      into the environment or, to the Knowledge of Seller, in connection with the
      Brownsville Terminal Assets;





(e) no
      Environmental Condition created or caused by Seller or RVEP exists at any of
      the
      Brownsville Leases; and





(f)  neither
      Seller nor RVEP 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 operation of the Brownsville
      Terminal Assets that are Released or threatened to be Released from any non-real
      property.


17


**SECTION
      4.6** **Employee
      and Benefit Matters.**





(a) Schedule
      4.6(a) sets forth a true, correct and complete list, as of the date set forth
      therein, of all U.S. Employees and the name of each U.S. 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, 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
      August 15, 2005. There are no loans or other obligations payable or owing by
      Seller or RVEP 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 or RVEP nor has Seller or RVEP guaranteed any of such
      individual’s respective loans or obligations.





(b) With
      respect to the U.S. Employees and except as set forth in Schedule
      4.6(b),




(i)
            none
                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
                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





(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 4.6 (c),
      neither Seller nor RVEP sponsor, maintain, contribute or have an obligation
      to
      contribute to any Benefit Plan. Schedule 4.6(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.


18


(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 RVEP, Seller or any ERISA Affiliate of 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 incurring
                any liability, fine or penalty.





**SECTION
      4.7** **Taxes.**





Except
      as
      set forth on Schedule 4.7 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
      or
      RVEP 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 or RVEP 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 4.7);





(d) Seller
      does not have 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;
      and





(e) there
      are
      no pending proposed deficiencies or other written claims for unpaid Taxes of
      Seller.


19





**SECTION
      4.8** **Title
      to Brownsville Terminal Assets.**





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 Brownsville Terminal Assets
      free and clear of all Encumbrances other than Permitted
      Encumbrances.




**SECTION
      4.9** **Brownsville
      Assigned Contracts.**





Each
      Brownsville Assigned Contract to which Seller is a party or by which any of
      the
      Brownsville Terminal Assets are bound or encumbered by or subject to (excluding
      the Secured Debt Facility documents, the Pipeline Service Agreement and the LPG Transportation Agreement) is described on Schedule 4.9.
      Seller has provided or made available to Buyer true and correct copies of each
      Brownsville Assigned Contract identified on Schedule 4.9 and each amendment
      thereto. Except as described on Schedule 4.9, Seller is not in breach or default
      in the performance of its duties and obligations under any Brownsville Assigned
      Contract that could reasonably be expected to have a Material Adverse Effect.
      To
      Seller’s Knowledge, none of the other parties to any Brownsville Assigned
      Contract described on Schedule 4.9 is in breach or default in the performance
      of
      its duties and obligations under such Brownsville Assigned Contract that could
      reasonably be expected to have a Material Adverse Effect and none of such
      Brownsville Assigned Contracts has been terminated or revoked by any such other
      party.




**SECTION
      4.10** **Sufficiency
      of Brownsville Terminal Assets.**





The
      Brownsville Terminal Assets and PMI Contract 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 operate the Brownsville Terminal Site after the Closing
      on substantially the same basis as the Brownsville Terminal Site 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 and the Brownsville Terminal Assets.





**SECTION
      4.11** **Insurance.**





Schedule
      4.11 lists all current insurance policies that are maintained by Seller or
      RVEP
      for the Brownsville Terminal Assets. Except as set forth in Schedule 4.11,
      all
      of the policies listed on Schedule 4.11 are in full force and effect, all
      premiums due thereon have been paid, and Seller and RVEP have complied in all
      material respects with the provisions of such policies.





**SECTION
      4.12** **Brownsville
      Permits and Compliance with Applicable Law.**





Except
      as
      set forth in Schedule 4.12:


20





(a) Seller
      holds all Brownsville Permits necessary for the lawful operation of the
      Brownsville Terminal 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 and the Federal
      Energy Regulatory Commission except in each case where the failure to hold
      such
      Brownsville Permits or such non-compliance or default could not reasonably
      be
      expected to cause a Material Adverse Effect. To Seller’s Knowledge, operation of
      the Brownsville Terminal Assets is not being conducted in violation of any
      applicable Law, Order, or Brownsville Permits, except for any such violation
      which could not reasonably be expected to have a Material Adverse
      Effect.





(b) Seller
      has not received any notice or other communication from any Governmental
      Authority asserting:





(i)
            any
                violation of Law arising out of the operation of the Brownsville
                Terminal
                Assets,





(ii)
            any
                violation of or failure to comply with the term or requirement of
                any
                Brownsville Permits, or





(iii)
            any
                revocation, withdrawal, suspension, cancellation, termination or
                modification of any Brownsville 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.





(c) Notwithstanding
      the terms of Article XI, Seller will indemnify Buyer against any of the civil
      penalty amount described in Schedule 4.12 that Buyer may be required to pay,
      if
      any, subsequent to the Closing and Seller will proceed to prosecute any appeal
      or reconsideration of the NOPV that it has commenced prior to Closing. The
      terms
      of this Section 4.12 (c) will survive Closing.





**SECTION
      4.13** **Absence
      of Certain Changes.**





Except
      as
      set forth on Schedule 4.13, since August 15, 2005, there has not been
      any:





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





(b) sale,
      lease or disposition of any material asset or property of the Seller or RVEP,
      including, without limitation, the Brownsville Terminal Assets, other than
      the
      sale of LPG in the ordinary course of the Business and the sale of an idle
      non-installed pressure bullet product storage vessel located in
      Mexico;





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





(d) material
      change in the accounting methods used by Seller or RVEP with respect to the
      Acquired Assets, except as required by Law, Order or generally accepted
      accounting practices in the United States;


21


(e) single
      capital expenditure by Seller or RVEP in excess of $30,000 for additions to
      property or equipment with respect to the Brownsville Terminal Assets, or
      aggregate capital expenditures in excess of $60,000 with respect to the
      Brownsville Terminal Assets;





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





(g) other
      event or occurrence (whether or not covered by insurance) with respect to the
      Acquired Assets 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 or RVEP to any of the foregoing.





**SECTION
      4.14** **Fees** **.**





Except
      as
      set forth in Schedule 4.14, neither Seller nor RVEP has paid or become obligated
      to pay any fee or commission to any broker, finder or intermediary in connection
      with the transaction contemplated hereby.





**SECTION
      4.15** **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 BROWNSVILLE TERMINAL ASSETS.


22


**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 materially
      adversely affect the ability of Buyer to perform its obligations under and
      consummate the transaction contemplated by this Agreement.


23





**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 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 Acquired Assets,





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





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





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





(e) has
      had
      an opportunity to discuss the business, management and financial affairs of
      the
      Business and the Acquired 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 Business and the Acquired Assets.





**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.




**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.


24


**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 shall (unless Buyer shall otherwise consent in writing
      or as necessary for Seller to carry out its obligations under any Contracts,
      or
      as required by Law or Order, or as otherwise specifically contemplated by this
      Agreement):





(i)
            use
                its commercially reasonable efforts to operate the Brownsville Terminal
                Assets 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 Acquired
                Assets;


(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 Brownsville Assigned
                  Contracts;
 
 (iii)
              comply
                  in all material respects with all applicable Laws to which the
                  Acquired
                  Assets are subject;
 
 (iv)
              except
                  in connection with the Secured Debt Facility, not create, incur
                  or assume
                  any debt for borrowed money that is secured by a Lien on thePriorCollateral, and not create, incur or assume any debt for borrowed
                  money
                  that is secured by a Lien on any of the Brownsville Terminal Assets,
                  unless such debt provides for release by the creditor upon the
                  Closing;




(v)
            not
                sell or dispose of any of the Brownsville Terminal Assets;





(vi)
            not
                release or waive any material rights or benefits relating to the
                Acquired
                Assets;


25


(vii)
            not
                make any material election with respect to Taxes with respect to
                the
                Acquired Assets;





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





(b) *Required
      Approvals* .
      Concurrent with the execution of this Agreement, Seller will make all filings
      with Governmental Authorities required to be made by them in order to consummate
      the transaction contemplated by this Agreement for which purpose it shall have
      the full cooperation and assistance of Buyer.





(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 including obtaining all required consents necessary for
      the
      transfer of the Acquired Assets.





(d) *Cash
      Advance* .
      In the
      event of termination of this Agreement pursuant to its terms and Closing does
      not occur, Seller agrees to perform its obligation pursuant to Section
      3.1(f).





**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) *Required
      Approvals* .
      No
      later than five (5) 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 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.





(c) *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.





(d) *Seller’s
      Access to Documents; Preservation of Books and Records.*





If
      the
      Closing occurs:


26





(i)
            For
                a period of three years from the Closing Date, (A) Buyer shall not
                dispose
                of or destroy any of the Brownsville Books and Records of Seller
                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 allow Seller and its agents access
                to all
                Brownsville 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 Buyer’s
                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(d)(i), Seller shall be entitled to receive possession of such
                documents upon its request as provided in this
                subparagraph;




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





**SECTION
      6.3** **Other
      Covenants.**





(a) *Tax
      Proration* .
      Ad
      valorem and real and tangible personal property taxes with respect to the
      Brownsville Terminal Assets 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 Brownsville Terminal Assets 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 Brownsville Terminal Assets
      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) *Assignments
      Requiring Consents* .
      To the
      extent that, as necessary to complete the transaction contemplated by this
      Agreement, any Brownsville Assigned Contract, Brownsville Permit, or Brownsville
      Leases 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
      Brownsville Assigned Contract, Brownsville Permit or Brownsville Leases 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 Brownsville Assigned Contract, Brownsville Permit or Brownsville Leases
      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.


27


(c) *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 Brownsville Terminal Assets and Buyer shall not thereafter
      make
      any use whatsoever of such names or logos.





(d) *Minimum
      Requirement* .




(i)
            The
                Purchase Price has been determined based on the volume and quality
                of LPG
                inventory at the Brownsville Terminal Site and in the storage operated
                by
                Seller, or its Affiliates at its Matamoros Terminal Site or the respective
                Pipeline Assets between Matamoros, Mexico and the Brownsville Terminal
                Site. Such LPG inventory should be no less than the minimum levels
                and
                standards for LPG inventory as set forth on Schedule 6.3(d)(i) (the**“Minimum
                Requirement”**).





(ii)
            To
                determine whether the Minimum Requirement is satisfied, Seller and
                Buyer
                shall cause the procedures described in Schedule 6.3(d)(i) to be
                implemented within or by the periods of time indicated in such Schedule
                6.3(d)(i). If pursuant to Schedule 6.3(d)(i) it is determined that
                the
                Minimum Requirement was not satisfied as of the Effective Time, then
                Seller shall pay to Buyer the Deficiency Amount as described in and
                determined pursuant to such Schedule 6.3(d)(i), such payment to be
                made by
                Seller to Buyer within five (5) Business Days of such determination.
                If
                pursuant to Schedule 6.3(d)(i) it is determined that the Minimum
                Requirement was exceeded as of the Effective Time, then Buyer shall
                pay to
                Seller the Excess Amount as described in and determined pursuant
                to such
                Schedule 6.3(d)(i), such payment to be made by Buyer to Seller within
                five
                (5) Business Days of such
                determination.





(e) *Environmental
      Inspection* .





(i)
            Buyer
                acknowledges and agrees that it has fully exercised all of its rights,
                pursuant to the Prior Agreement and otherwise, to investigate, inspect,
                audit, study and test the Brownsville Leases, including the soil,
                groundwater and all other physical features, for the existence of
                Environmental Conditions and violations of Environmental Laws (the**“Environmental
                Audit”**).
                The Environmental Audit has been completed. The cost and expense
                of the
                Environmental Audit shall be borne by
                Buyer.





(ii)
            Buyer
                has conferred with Governmental Authorities and reviewed and copied
                all
                records of Governmental Authorities with respect to the Brownsville
                Leases
                in connection with the Environmental
                Audit.


28


(iii)
            Buyer
                has no further rights or options pursuant to the Prior Agreement
                or this
                Agreement with respect to the Environmental Audit.





(f) *Employee
      and Benefit Matter* s.





(i)
            Seller
                or RVEP shall make available to Buyer all U.S. 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. 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.
                Employees who are employed by Seller or RVEP 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(f). 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**“Continuing
                Employees”**means each U.S. 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. 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.





(ii)
            For
                a period of not less than one year beginning on the Closing Date,
                Buyer
                shall cause the Buyer Employer to provide the 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 Internal Revenue
                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 Continuing Employee’s years of service for corresponding
                purposes that were credited prior to such Continuing Employee’s Hire Date
                under the corresponding Seller Plans in which the Continuing Employee
                participated immediately prior to the Closing Date. Promptly after
                each
                Continuing Employee’s Hire Date, Seller shall provide written notice to
                Buyer of such prior service
                credit.


29


(iii)
            On
                or before each Continuing Employee’s Hire Date, Seller shall (A) take any
                necessary action to fully vest as of such date the Continuing Employee’s
                account balances and other accrued benefits under all Seller Plans
                that
                are intended to be qualified under Section 401 of the Internal Revenue
                Code and (B) take such actions, if any, as may be necessary to permit
                the
                continuation of loan repayments after such date by the 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 Continuing
                Employee to the applicable Seller Plan, and shall be permitted so
                long as
                the Continuing Employee remains employed by the Buyer
                Employer.





(iv)
            Buyer
                Employer shall not from and after the Closing Date, 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 U.S. Employee (A) who is not offered employment with the Buyer
                Employer,
                (B) who is otherwise not employed by the Buyer Employer, or (C) whose
                employment with Seller or RVEP and their Affiliates is terminated
                for any
                reason whatsoever shall, in each such case, remain the responsibility
                of
                Seller.





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





(g) *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(g) at least five (5) Business Days before the
      Closing.


30


(h) *Obligation
      of Removal of Substance from Petroleum Tanks.* By the
      Closing Date:




(i)
            Seller
                will complete its removal and proper disposal of, at its sole cost
                and
                expense, any and all liquids, solids and other substances contained
                within
                thePetroleum
                Tanksand other 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;





(ii)
            all
                plastic liners located in the two slop pits (and any liquids, solids
                and
                other substances contained in or on them) shall be removed and legally
                disposed of off site at Seller’s sole cost and expense;
                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 at
                Seller’s sole cost and expense.





(iv)
            If
                the above action in (i), (ii) and (iii) are not performed by the
                Closing
                Date,Buyer
                will perform such actions in accordance with Section
                8.11.





(i) *Additional
      Agreements.* At the
      Closing, the Parties shall execute and deliver:





(i)
            a“**Pipeline
                Service Agreement**”in
                the form ofExhibit
                E,
                pursuant to which Buyer will maintain and operate the U.S. portion
                only of
                Seller’s pipelines between Brownsville and Matamoros, and





(ii)
            an“**LPG
                Transportation Agreement**”in
                the form ofExhibit
                F,
                pursuant to which Seller (or its affiliates) will transport, terminal
                and
                redeliver LPG for Buyer from the Brownsville Terminal Site to Seller’sMatamoros
                TerminalSite.





(j) *Revenues,
      Expenses, and Remittance of Monies* .
      All
      revenues and
      expenses ,
      whenever received or paid, which
      are attributable to the Acquired Assets for the
      period prior to
      the Effective Time shall belong to Seller and all revenues or expenses
      attributable to the Acquired Assets for
      the
      period from
      and
      after the Effective Time shall belong to Buyer. If a Party receives or pays
      any
      monies from or to a third Person ,
      including, without limitation, from PMI pursuant to the PMI Contract that are owed to the
      other Party, the
      receiving Party will
      promptly remit such monies to such other Party.


31


**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
      Seller and associated with the Acquired Assets 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.





**SECTION
      7.2** **Seller’s
      Tax Indemnification.**





Seller
      hereby agrees to protect, defend, indemnify and hold harmless Buyer from and
      against, and agrees to pay all Taxes associated with the Business and the
      Brownsville Terminal Assets for all periods ending on or before the Closing
      Date, including, without limitation, Taxes under Section 3.1(c) .


.


**SECTION
      7.3** **Buyer’s
      Tax Indemnification.**





Buyer
      hereby agrees to protect, defend, indemnify and hold harmless Seller from and
      against, and agrees to pay, any Taxes associated with the Business and the
      Brownsville Terminal Assets attributable to the time period after the Closing
      Date.


32


**SECTION
      7.4** **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 7.4(a), shall give to the Tax Indemnifying
      Party any information reasonably requested related 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 7.4(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 or
      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 7.4, 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).





**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:


33


**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 Seller 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 Seller.





**SECTION
      8.4** **No
      Order.**





No
      Order
      shall be in effect prohibiting, enjoining or restraining the consummation of
      the
      transaction contemplated
      in this Agreement.





**SECTION
      8.5** **Certified
      Resolutions.**





Buyer
      shall have received a certificate of the Secretary or an Assistant Secretary
      of
      Seller, dated as of the Closing Date, setting forth the resolutions of the
      general partner of Seller, 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
      Seller attesting as to the incumbency and signature of each officer of Seller
      who shall execute this Agreement.





**SECTION
      8.7** Intentionally
      left blank.


34


**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 Brownsville
      Leases located on BND real property, in accordance with the forms of assignment
      included in Schedules 8.8-A and 8.8-B.





**SECTION
      8.9** **Liens
      and Secured Debt.**





All
      Liens
      on the Brownsville Terminal Assets 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, any Liens on the Brownsville Terminal Assets,
      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.**





PMI
      shall
      have approved of the assignment of the PMI Contract to Buyer.





**SECTION
      8.11** **Due
      Diligence.**





Buyer’s
      satisfaction with the results of the due diligence conducted by Buyer is no
      longer a condition to Buyer’s obligation to consummate the transaction
      contemplated hereby on the Closing Date. Exhibit
      G reflects
      any agreed upon Purchase Price reduction due to Buyer’s due diligence findings.
      Except as provided hereinbelow, any amounts on Exhibit G that are indicated
      as
“Retained Amounts” will be retained by Buyer after the Closing Date in order to
      apply such amounts to the cleaning
      and removal of substances from the Petroleum Tanks .
      Upon
      Buyer’s commercially reasonable determination that cleaning
      and disposal of substances from the Petroleum Tanks has been completed, Buyer
      will credit the
      remaining portion, if any, of the
      retained amount for such purpose to the principal balance of Exhibit D-1
      (Amended), the amended Promissory Note. If the cleaning and disposal of
      substances from the Petroleum Tanks exceeds
      the amounts retained by Buyer, Seller will reimburse Buyer for any additional
      amounts.





**SECTION
      8.12.** **U.S.
      Employees.**





The
      U.S.
      Employees located in the United States, other than the Continuing Employees
      who
      have accepted the offer of employment made by Buyer, shall be subject to
      termination on the Closing Date in accordance with Section 6.3(f).





**SECTION
      8.13** **Concurrent
      Closing with Penn** **.**





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


35


**SECTION
      8.14** **No
      Change in Law** *.*




No
      Law,
      Order or Tax that was not in force as of the date of the execution of the Prior
      Agreement or 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 the Prior Agreement or this Agreement, that,
      in
      any such event, would reasonably be expected to result in any Material Adverse
      Effect.





**SECTION
      8.15** **Injunction** **.**





Buyer
      shall have received written evidence that Seller shall have caused the temporary
      injunction issued June 13, 2006 as described in Schedule 4.4 to either be
      rescinded or amended to the satisfaction of Buyer.





**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
      until 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.


36


**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 the Prior
      Agreement or 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 the Prior Agreement or this Agreement, that,
      in
      any such event, would reasonably be expected to result in a Material Adverse
      Effect.





**SECTION
      9.8** Intentionally
      deleted.




**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 1,
      2006
      (which date may be extended in writing by the mutual agreement of Seller and
      Buyer); or


37


(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.




**SECTION
      10.2** **Effect
      of Termination.**





(a) 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
      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, expenses and disbursements of its counsel;
      provided, ** the
      obligations of Buyer under the Buyer Confidentiality Agreement shall survive
      any
      such termination.





(b) Notwithstanding
      the above, 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.**





(a) 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
      its
      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 or RVEP of the Business, including, without limitation,
                legal, tax, title and ownership issues,
                and





(iv)
            the
                Retained Liabilities.


38





(b) The
      foregoing shall not apply to any breach of Seller’s representations and
      warranties set forth in Section 4.7, 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.**





(a) 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,





(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, or Buyer’s Affiliates(including TransMontaigne Partners L.P.),
                of their Business or the operation and performance of the Brownsville
                Terminal Assets and the PMI Contract, 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.


39





**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 $175,000.00 (the “ **Basket
      Amount** ”)
      in
      which case Seller shall be liable to Buyer only for such Losses in excess of
      $175,000.00. 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, 4.8, and
      4.14.





(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 the 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 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.


40





**SECTION
      11.5** **Certain
      Damages.**





NEITHER
      PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES (INCLUDING TRANSMONTAIGNE PARTNERS
      L.P.) OR REPRESENTATIVES SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OF ITS
      AFFILIATES (INCLUDING TRANSMONTAIGNE PARTNERS L.P.) 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** .





(a) 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 (including TransMontaigne Partners L.P.) ,
      and
      Seller and Seller’s Affiliates, with respect to the purchase and sale of the
      Acquired Assets 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 Acquired Assets, shall be subject to the provisions set forth
      in
      this Article XI.





(b) 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 (including TransMontaigne Partners L.P.) shall be
      deemed to 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.





(c) 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.


41


**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 courier, express 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):





If
      to
      Seller, to:




Rio
      Vista
      Operating Partnership L.P.


Attn:
      Chief Executive Officer


820
      Gessner Road ,  Suite
      1285


Houston,
      Texas 77024





With
      a
      copy (which shall not constitute effective notice) to:





Penn
      Octane Corporation


Attn:
      Chief Financial Officer


840
      Apollo Street Suite 313


El
      Segundo, CA 90245


42


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 Brownsville
      Terminal Assets. 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 and replaces all prior and contemporaneous agreements and
      understandings, whether 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 after the Closing, except with respect to the Acquired Assets. All
      Exhibits and Schedules attached to this Agreement are expressly made a part
      of,
      and incorporated by reference into, this Agreement.


43


**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 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 Section 12.7.





**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 as much advance notice and consultation as is practicable under
      the circumstances requiring any announcement, together with copies of the
      proposed text.





**SECTION
      12.10** **Joint
      and Several.**





The
      obligations of Seller under and pursuant to this Agreement shall be joint and
      several obligations of Rio and RVEP.




44





**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 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. The provisions of Sections 6.3
      and 8.11
      and Article 13 will
      survive the Closing.





**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.





**ARTICLE
      XIII**


**NON-COMPETITION
      REQUIREMENT** **,
      EXCLUSIVITY, PMI EASEMENT** **AND RIGHT OF FIRST** **OFFER**





**SECTION
      13.1** **Non-Competition
      Requirement; Exclusivity** **.**





(a) To
      the
      extent permitted by law and subject to Section 13.1(b), from and
      after the Closing Date, and while Buyer is transporting or
      desires to transport LPG in the Pipeline Assets for delivery to the Matamoros
      Terminal Site and
      Buyer is not shipping products other than LPG in the Seadrift
      Pipeline ,
      Seller
      or its Affiliates, including, without limitation, the Companies, will not or
      will not permit other parties, other than Buyer and its
      Affiliates, including TransMontaigne Partners L.P. (and Seller and its
      Affiliates on behalf of Buyer and its Affiliates, including TransMontaigne
      Partners L.P.,) ,
      to (i)
      transport LPG on or in the Mexican portion of the Pipeline Assets or (ii) store
      or handle LPG in the Matamoros Terminal Site. Subject
      to Section 13.1(b), the
      foregoing restriction will be a condition imposed by Seller on any purchaser
      of
      the Pipeline Assets, the Matamoros Terminal Site or the Shares . The
      provisions of this Section 13.1(a) shall terminate upon any failure to satisfy
      the conditions set forth in Section 13.1(b).





(b) Buyer
      shall exclusively engage the services of Seller and utilize the Pipeline Assets,
      to the extent of the transportation capacity in the Pipeline Assets, for the
      transportation of all quantities of LPG which Buyer, its Affiliates or agents,
      including TransMontaigne Partners L.P., deliver (i) pursuant to the PMI Contract
      or (ii) otherwise to north eastern Mexico, including without limitation the
      geographic region served by the Pipeline Assets or the Matamoros Terminal
      Site.


45


**SECTION** **** **13.2** **PMI
      Easement** **.**





(a) From
      and
      after the Closing Date and prior to the final sale or other disposition of the PMI
      Easement or of all or any portion of the real property
      across which such easement is located (“Subject Property”) by Seller or its
      Affiliates, Seller must first offer (“Offer”) the Subject Property for sale to
      Buyer. The price ("Offer Price") at which the Seller will be required to offer
      the Subject Property will be the price at which any proposed third party
      purchaser ("Proposing Purchaser") has offered in writing to purchase the Subject
      Property from the Seller or its Affiliates and which the Seller or its
      Affiliates are prepared to accept .
      If Seller
      or its Affiliates are unable to obtain a Proposing Purchaser or otherwise determine
      not to seek a Proposing Purchaser, the Offer Price will be the
      price negotiated between Seller and Buyer for the Subject Property. Each Offer
      required to be made by the Seller pursuant to this Section 13.2 must be
      made by a written notice (the " Offer Notice")
      which will state that the Offer is being made pursuant to this Section
      13.2 and will
      set forth a description of the Subject Property, the name or names of the
      Proposing Purchaser, and the price (and the terms of payment and
      other
      material consideration for the Subject Property) offered by such Proposing
      Purchaser. A copy of the written offer from the Proposing Purchaser that the
      Seller or its Affiliates are prepared to accept must be attached to each Offer Notice.





(b) Within
      15
      days from the date of receipt of the Offer Notice
      ("Reply Period"), the Buyer must deliver to Seller a reply notice ("Reply
      Notice") accepting or rejecting the Offer of the Seller with respect to the
      Subject Property. If by such Reply Notice Buyer accepts the Offer made by the
      Seller with respect to the Subject Property, the Reply Notice will constitute
      an
      agreement binding on the Seller and its Affiliates and the Buyer to sell and
      purchase the Subject Property on the date specified in Section 13.3 (d), at
      an
      aggregate purchase price equal to the Offer Price and on the other terms
      and consideration proposed by the Proposing Purchaser.





(c) If Buyer
      does not accept the
      Offer within
      the Reply Period ,
      Seller
      may sell not less than all of the Subject Property included in the Offer at
      any
      time within, but not subsequent to, six months after the expiration of the
      Reply
      Period; provided, however, that no sale of the Subject Property will be made
      at
      any price lower than the Offer Price or to any person or persons other than
      those specified in the Offer Notice.
      If, after the lapse of such six month period, the Subject Property has not
      been
      sold or disposed of, all the provisions of this Section 13.3 will apply to
      any
      future sale or disposition of any of the Subject Property by the Seller or
      its
      Affiliates.





(d) Each
      transaction with respect to the sale of the Subject Property pursuant to this
      Section 13.3 will be closed at such time and place as is agreed upon by the
      Parties or, if no such agreement is reached, at the principal office of the
      Buyer on the 90th day following the date of timely delivery of the Reply
      Notice given in connection with such transaction or, if such day shall not
      be a Business
      Day ,
      on the
      next succeeding Business
      Day .


46


**SECTION
      13.3** **Right
      of First Offer** **.**





If
      at any
      time subsequent to the Closing Date either Seller or Penn Octane
      International LLC, a
      Delaware limited liability company (“ **International** ”), decides
      to sell either (i) the Shares in the Companies or (ii) the Pipeline Assets
      and
      the Matamoros Terminal Site (the **“Offered
      Assets”** ),
      then
      Seller shall advise Buyer of its desire to sell same (the “ **Purchase
      Offer** ”).
      Buyer
      shall have ninety days following receipt of the Purchase Offer to make an offer
      to purchase the Offered Assets. If the offer is acceptable to Seller, then
      Seller and
      Buyer
      shall negotiate and enter into a purchase and sale agreement containing terms
      and conditions pursuant to which Seller and International shall sell, assign,
      transfer and convey to Buyer and Buyer shall purchase and acquire from the
      Seller and International, all right, title and interest of Seller and
      International in and to the Offered
      Assets free and
      clear of any Liens or Encumbrances (other than Permitted Encumbrances). In
      the
      event that the parties enter into a purchase and sale agreement, then Buyer
      shall have the right to assign the purchase
      and sale agreement to a third Person. If Buyer does not make an offer to
      purchase the Offered Assets within the ninety day period, Seller or
      International may proceed to sell the Offered Assets to a third
      Person. If
      Buyer, Seller and International do not enter into a purchase and sale agreement
      within one hundred twenty (120) days following delivery of the Purchase Offer,
      Seller or International or both may proceed to sell the Offered Assets to a
      third Person.





[Signatures
      Contained on Following Page]




47


IN
      WITNESS WHEREOF, this Purchase and Sale Agreement, as herein amended and
      restated, has been duly executed as of the date above written.





**SELLER:****RIO
                VISTA OPERATING PARTNERSHIP, L.P.**By:
                Rio Vista Operating GP LLC, general partnerBy:Name:
                Charles C. HandlyTitle:  
                President**BUYER:****TRANSMONTAIGNE
                PRODUCT SERVICES INC.**By:Name:
                William S. DickeyTitle:  
                President





Solely
      for purposes of the foregoing Article XIII, PENN OCTANE INTERNATIONAL, LLC,
      a
      Delaware limited liability company, hereby executes this Purchase and Sale
      Agreement:





**PENN
                OCTANE INTERNATIONAL, LLC**By:Name:
                Ian T. BothwellTitle:  
                Manager




48