**Exhibit
      10.10**




**Form
      of**


**“** **LPG
      TRANSPORTATION AGREEMENT** **”**




This
      LPG
      Transportation Agreement (“ **Agreement** ”),
      is
      made and entered into this ___ day
      of
      _________ 2006 (the “ **Effective
      Date** ”),
      by
      and between **Rio
      Vista Operating Partnership, L.P.** ,
      a
      Delaware limited partnership (“ **Rio** ”)
      and **Penn
      Octane International, LLC,** a
      Delaware limited liability company (“ **International** ”)
      (collectively **“Carrier”** ),
      and **TransMontaigne
      Product Services Inc.** ,
      a
      Delaware corporation (“ **Shipper** ”).
      Carrier and Shipper are sometimes hereinafter referred to individually as a
      “Party” and collectively as the “Parties”.




**RECITALS:**




A. Carrier
      owns the Carrier System as defined below. Carrier and Shipper entered into
      a
      Purchase and Sale Agreement, dated August 15, 2005, as amended and restated
      on August
      15 ,
      2006
      (“ **Purchase
      Agreement** ”),
      pursuant to which Shipper purchased certain Brownsville Terminal Assets (as
      defined in the Purchase Agreement) .




B. Shipper
      requires Carrier to ship LPG from the Brownsville Terminal Site to the Mexican
      Terminal Site using the Carrier System and have Carrier cause its wholly owned
      subsidiaries, Termatsal S. de R.L. de C.V. (“ **Termatsal** ”) ,
      and
      Penn Octane de Mexico ,
      S .
      de R.L.
      de C.V. (“ **POM** ”)
      and
      its affiliate, Tergas, S. de R.L. de C.V. (“ **Tergas** ”),
      of
      which each Termatsal, POM and Tergas are limited
      liability companies duly
      incorporated and existing under the laws of Mexico  all of which
      Carrier controls, to transport on the Mexican portion of the Carrier System
      and
      deliver the LPG to designated customers of Shipper or PMI at the Mexican
      Terminal Site.




C. This
      Agreement, being a condition to the closing pursuant to the Purchase Agreement,
      requires that Carrier will provide LPG transportation and delivery services
      to
      Shipper pursuant to the terms and conditions of this Agreement.




NOW,
      THEREFORE, in consideration of the undertakings of each Party to the other
      Party
      contained in this Agreement, the Parties agree as follows:




**ARTICLE
      1**




**DEFINITIONS
      AND INTERPRETATION**





**1.1** **Definitions** **.** In
      this
      Agreement, including the schedules attached hereto, the following terms shall
      have the meanings assigned to them below:






“ **Additional
      Rate** ”
has
      the
      meaning given in Section 3.1.




“ **Affiliate** ”
means,
      in reference to a Person, any other Person which directly or indirectly controls
      or is controlled by the first Person or is directly or indirectly controlled
      by
      a Person which also directly or indirectly controls the first Person, excepting
      from the foregoing TransMontaigne Partners L.P. or any of its affiliates. For
      the purposes of this definition, a Person shall be deemed to control another
      Person if the first Person controls the other Person in fact, whether by
      ownership of shares of a corporation, by contract, by being the sole general
      partner of a limited partnership or otherwise.







“ **Applicable
      Laws** ”
means
      all laws and statutes (including regulations enacted thereunder), judgments
      and
      orders of courts of competent jurisdiction, regulations and orders issued by
      Governmental Authorities applicable to (i) the ownership, operation,
      maintenance, improvement, and use of the Carrier System and (ii) the Parties’
performance of their respective obligations hereunder.




“ **Arbitration
      Notice** ”
has
      the
      meaning indicated in Section 9.5.




" **ASTM** "
      shall
      mean the American Society for Testing and Materials.




“ **Brownsville
      Terminal Site** ”
means
      the plot of land, and associated equipment and improvements, which is leased
      by
      Shipper from the Brownsville Navigation District, where LPG is stored and is
      located on Brownsville Navigation District Lease No. 2823, dated October 5,
      1993, as amended.




“ **Carrier** ”
is
      defined in the preamble of this Agreement.




“ **Carrier
      System** ”
means
      Carrier’s Owned Pipelines and the Mexican Terminal Site, as such pipelines and
      terminal facilities exist on the Service Commencement Date.




“ **Contract
      Year** ”
means
      a
      twelve (12) Month period commencing on and including the Service Commencement
      Date and each consecutive twelve (12) Month period thereafter, for the Term
      of
      this Agreement.




“ **Compliance
      Procedures** ”
has
      the
      meaning given in Section 4.3.1.




“ **Day** ”
means
      the twenty-four (24) hour period (as adjusted for daylight savings time)
      commencing at 12:00 a.m., local time, on one calendar day, and ending at 12:00
      a.m., local time, on the next calendar day.




“ **Delivery
      Point** ”
means
      the outlet flange of the loading racks located in the Mexican Terminal Site
      at
      which Carrier will cause Tergas to make
      redeliveries of LPG, for the account of Shipper, to the customer designees
      of
      PMI or other designees of Shipper.




“ **Dispute** ”
has
      the
      meaning indicated in Section 9.1.





“ **Dispute
      Notice** ”
has
      the
      meaning indicated in Section 9.2.




**“Environmental
      Laws”** means
      any Applicable 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.





“ **Effective
      Date** ”
is
      defined in the preamble of this Agreement.




“ **FERC** ”
means
      the Federal Energy Regulatory Commission.




“ **Force
      Majeure Event** ”
is
      defined in Section 6.11.





" **Gallon(s)** "
      shall
      mean one (1) U.S. standard gallon of two hundred and thirty one (231) cubic
      inches at sixty degrees Fahrenheit (60F).





“ **Good
      Industry Practice”** means
      the practices and methods, normally employed by a prudent operator of a
      petroleum products pipeline in the U.S. as well as in accordance with (i)
      applicable American Petroleum Institute (API) standards; (ii) applicable U.S.
      Department of Transportation (“DOT”) rules and regulations, including DOT Part
      195; and ASME Code B.31.4. Consistent with the foregoing, Good Industry Practice
      shall include compliance with Applicable Laws and the easements and other
      property rights related to the Carrier System, as well as practices recommended
      by Governmental Authorities having jurisdiction over the Carrier System or
      by
      relevant industry advisory bodies or organizations.





“ **Governmental
      Authority** ”
means
      any court, tribunal, arbitrator, authority, agency, commission, official, or
      other instrumentality of the United States, Mexico, or
      any
      state or political subdivision thereof, and including any governmental,
      quasi-governmental, or non-governmental body administering, regulating, or
      having jurisdiction over the transportation of LPG and other petrochemical
      products, including, without limitation, the FERC.





" **GPA"** shall
      mean the Gas Processors Association.





**“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.




“ **Inspector** ”
means
      an independent inspector that will be appointed by the mutual agreement between
      Shipper, PMI and Carrier.




“ **LPG** ”
means
      the liquefied petroleum gas product conforming to the
      Specifications.







“ **LPG
      Variance** ”
has
      the
      meaning provided in Section 6.5.




“ **Mediation
      Notice** ”
has
      the
      meaning indicated in Section 9.4.




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




“ **Month** ”
means
      the period beginning with 12:00 a.m., local time, on the first Day of each
      calendar month and ending at 12:00 a.m., local time, on the first calendar
      Day
      of the next month.





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





“ **Owned
      Pipelines** ”
means
      the approximately 23-mile 6-inch and 8-inch pipelines and associated equipment
      and improvements connecting the Brownsville Terminal Site to the Mexican
      Terminal Site




“ **Parties** ”
and
      “ **Party** ”
are
      defined in the preamble of this Agreement.




“ **Person** ”
means
      an individual, partnership, corporation, limited liability company, business
      trust, joint stock company, trust, unincorporated association, joint venture
      or
      other business entity, or a government or any political subdivision or agency
      thereof.





" **PGPB"** shall
      mean Pemex-Gas y Petroquimica Basica.




“ **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.




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




“ **Receipt
      Point** ”
means
      the point at which LPG will be received by Carrier from or for the account
      of
      Shipper hereunder, which point shall be defined as the outlet flange which
      connects Shipper’s Brownsville Terminal Site with the Carrier’s
      System.





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





“ **Service
      Commencement Date** ”
is
      defined in Section 2.2.




“ **Specifications** ”
means
      the specifications for LPG set out in Section 5.1 of this
      Agreement.





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




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




“ **Term** ”
has
      the
      meaning given in Section 2.1.




“ **Transportation
      Rate** ”
means:
      (i) the rate set forth in Section 3.1, (ii) a rate mandated by Applicable Law
      with respect to transportation within the United States, or (iii) any other
      rates agreed to in writing by the Parties.




**1.2** **Severability** **.** If
      any
      Article, Section, subsection or other provision of this Agreement is deemed
      to
      be or becomes void, illegal, invalid or unenforceable, then, to the extent
      of
      such voidability, illegality, invalidity or unenforceability, such provision
      or
      part thereof shall be considered ineffective and separate and severable from
      the
      balance of this Agreement and such provision shall not invalidate, affect or
      impair the remaining provisions of this Agreement and any such void, illegal,
      invalid, or unenforceable provision or part thereof shall be replaced with
      a
      mutually agreed new provision which will allow the Parties to restore the
      economic ** equilibrium
      of the Parties as agreed in the prior arrangement in a legally valid and
      effective manner; provided, however, that a Party may terminate this Agreement
      if that Party suffers material detriment as a result of such voidance,
      illegality, invalidity or unenforceability and the ** Parties
      have not been able to mutually agree on alternate or substitute contractual
      provisions to address said material detriment and restore economic equilibrium
      by not later than ninety (90) days after the effective date of such
      event.




**1.3** **Interpretation
      of this Agreement** **.** In
      interpreting this Agreement, the following rules of construction shall be
      followed:




1.3.1 the
      headings of Articles and Sections are for convenience only and shall not be
      taken into account in the interpretation of this Agreement;




1.3.2 unless
      otherwise specified, a reference to an Article, Section, Subsection or Paragraph
      is a reference to an article, section, subsection or paragraph of this
      Agreement;




1.3.3 words
      importing the singular include the plural and vice versa; words importing the
      masculine gender include the feminine and vice versa;




1.3.4 “herein,”
      “hereto,” “hereof,” and similar expressions refer to this Agreement;
      and




1.3.5 “include,”
      “including,” “included,” and similar expressions shall be interpreted as if such
      expressions were followed with the phrase “without limitation.”









**ARTICLE
      2**




**TERM
      AND TERMINATION**





**2.1** **Term** **.** The
      term
      of this Agreement shall, unless terminated under the provisions of Section
      1.2.,
      commence on the Effective Date and remain in full force and effect for the
      term
      of the PMI Contract, as extended from time to time thereafter.





**2.2** **Service
      Commencement Date** **.** Carrier
      shall be required to commence performance under this Agreement with respect
      to
      the receipt, transportation and terminal delivery of Shipper’s LPG as soon as
      commercially practicable after the Effective Date.





**ARTICLE
      3**





**TRANSPORTATION
      RATE AND REGULATION**





**3.1** **Transportation
      Rate** **.**





3.1.1 Shipper
      shall pay Carrier the
      rate
      described in Exhibit “A” for
      movements of Shipper’s LPG from the Receipt Point through the Delivery Point,
      which rate shall be inclusive of all fees for transportation, truck weighing, mercaptan injection, testing and inventory control (the “ **Transportation
      Rate** ”) .





3.1.2 To
      the
      extent that Carrier (i) is requested to carry LPG volumes in excess of the
      King
      Ranch Plant production (ii) has to construct any additional facilities or (iii)
      is requested to perform services which are in addition to the services being
      performed and compensated for under the Transportation Rate, then the Parties
      will mutually agree upon a rate per Gallon to be charged by Carrier (the
“ **Additional
      Rate** ”).
      If
      the Parties cannot reach an agreement with respect to the Additional Rate,
      then
      the matter shall be resolved pursuant to the procedures set out in Article
      9
      herein.





**3.2** **Delivery
      Expense Reimbursement** **.**




3.2.1 Shipper
      acknowledges that Carrier and its Affiliates will incur certain
      expenses  in
      providing services to PMI or PGPB, which
      expenses include telephone, telefax, cleaning and secretarial services .
      The
      Parties agree that such expenses are not intended to be borne by Carrier or
      its
      Affiliates, as their expense, under the Transportation Rate. Therefore, Shipper
      agrees to pay Carrier the additional amount
      of
      $2,500.00 per month during the Term of this
      Agreement to cover such
      services and expenses, as reimbursed to Shipper by PMI. Any
      extraordinary services
      and expenses will be
      mutually agreed upon by the Parties beforehand.




3.2.2 For
      the
      Term of this Agreement and subject to his continued employment by Carrier,
      Shipper shall pay Carrier the additional amount of $7,500 per month for the
      services provided by Vicente Soriano for the mutual benefit of both
      Parties.








**3.3** **Regulation** **.** The
      Parties recognize that the interstate or foreign transportation of LPG on the
      portion of Carrier’s System located in the United States is subject to the
      Interstate Commerce Act and common carrier regulation by the FERC or any
      successor regulatory agency having jurisdiction. Carrier shall comply with
      all
      Applicable Laws respecting the provision of service by Carrier hereunder. The
      Parties agree to exercise their commercially reasonable efforts with all due
      diligence to support the justness and reasonableness, and continuance, without
      alteration, of the Transportation Rate specified herein and all other service
      terms and provisions of this Agreement, in any and all proceedings before any
      Governmental Authority in which any such provisions are subject to regulatory
      review.




**ARTICLE
      4**





**TRANSPORTATION
      QUANTITY; DELIVERY; RECEIPT**





**4.1** **Transportation
      Quantity** **.** Subject
      to the terms of this Agreement, (a) Carrier shall accept at the Receipt Point,
      transport, store and redeliver at the Delivery Point LPG owned or controlled
      by
      Shipper and (b) the LPG tendered shall be accepted and redelivered by Carrier
      at
      the times and in quantities as directed from time to time by Shipper or
      Shipper’s designee in accordance with this Agreement. Shipper
      acknowledges the Carrier System is a flowing system with limited storage
      capacity of not more than 48 hours.




**4.2** **Product
      Dedication** **.** Shipper
      commits to exclusively transport on the Carrier System, pursuant to the terms
      of
      this Agreement, all quantities of LPG which it owns or controls and which
      Shipper or
      its
      Affiliates (including TransMontaigne Partners L.P.) is
      required to deliver to the Delivery Point pursuant to the PMI
      Contract or to
      north eastern Mexico including, without limitation, the geographic region served
      by the Pipeline Assets or the Matamoros Terminal Site ;
      provided, however, that neither Party shall be obligated by the foregoing to
      either build or pay for any additional facilities that are required to connect
      LPG sources or markets to Carrier’s System not connected thereto as of the
      Service Commencement Date nor increase the throughput capacity of the Carrier
      System. Should Shipper obtain a payment, penalty payment, or “take or pay”
payment from PMI related to the PMI’s failure purchase the contractually
      required amount of LPG from Shipper, then any such payment recovered by Shipper
      shall be divided between Shipper and Carrier as both Parties shall mutually
      agree in good
      faith .
      If the
      Parties cannot agree upon a mutually acceptable division of such payment, then
      the matter shall be resolved pursuant to the procedures set out in Article
      9
      herein.




**4.3** **Product
      Quantity Inspection** **.** The
      Inspector shall determine the quantity of LPG to
      be
      delivered at the Delivery Point as
      provided in this Section and his findings shall be binding in the absence of
      fraud, bad faith or gross error.





4.3.1. Each
      empty tank truck shall be weighed on the platform scale at the Delivery Point,
      or an alternative independent platform scale mutually acceptable to the Parties.
      Once LPG is completely loaded onto the tank trucks, such tank truck will be
      weighed at the same platform scale upon its departure. The weight obtained
      by
      the differential between these two measurements shall be converted into volume
      in Gallons and corrected at 60 o F
      in
      accordance with the latest version of the ASTM procedures (“ **Compliance
      Procedures** ”),
      through the determination of the specific gravity through a gas chromatograph
      provided by Shipper or by the Inspector. The Inspector shall take samples at
      the
      Delivery Point (at the Micromotion measurement device installed at the Delivery
      Point) for every 50,000 Gallons received at the Delivery Point. The gas
      chromatograph utilized shall be calibrated in accordance with the latest ASTM
      and GPA procedures.








4.3.2. The
      terminal platform scale at the Delivery Point will be tested and adjusted for
      accuracy at least once every sixty (60) Days. Carrier will be required to comply
      with the calibration and certification procedures adopted by Mexican authorities
      in accordance with Official Standards (NOM-010-SCFI-1994 (1999)). PMI’s
      representatives and the Inspector
      may witness the calibration and certification procedures. Shipper or Carrier
      shall provide PMI via fax a copy of the above-mentioned certificates. If the
      terminal platform scale at the Delivery Point is used or any claim is received
      by Shipper from PGPB, Shipper
      and PMI
      reserves the right to execute evaluation procedures on a random basis sending
      tank trucks to an independent scale to test the accuracy of such scale and
      recover damages from Carrier for any discrepancy found.





4.3.3. If
      the
      terminal platform scale at the Delivery Point is not suitable for the service
      due to non-compliance with the above-mentioned Official Standards and an
      independent platform scale is used, the Parties will share equally the cost
      of
      weighing the tank trucks before and after loading,





4.3.4. If
      at any
      time the platform scales at the Delivery Point are replaced, such new scales
      shall be used to weigh all tank trucks receiving LPG at the Delivery Point,
      and
      shall be operated and maintained in accordance with the above provisions.





4.3.5. Until
      such time as the measuring facilities at the Receipt Point and the Delivery
      Point are installed and calibrated pursuant to Section 6.3 and 6.4, for customs
      and inventory-management purposes, LPG pumped through Carrier’s System from the
      Receipt Point to the Delivery Point shall be measured on a daily basis at the
      Micromotion measurement device installed at the Delivery Point. Readings by
      such
      device shall be registered by the Inspector, Mexican authorities, PGPB's customs
      broker, PMI's representative and Shipper's or Carrier’s representatives. A
      reading of the quantity of LPG pumped will be calculated on the basis of the
      differential between the readings taken at 00:00 hrs. and the reading taken
      the
      previous Day at 00:00 hrs., converted to volume in Gallons and corrected at
      60 o F,
      through the determination of the specific gravity by samples taken at the
      Delivery Point (at the Micromotion measurement device installed at the Delivery
      Point) for every 50,000 Gallons received at the Delivery Point through the
      gas
      chromatograph.





4.3.6. Additionally,
      for verification and customs purposes, LPG pumped through Carrier’s System from
      the Receipt Point to the Delivery Point shall be measured on a weekly basis
      every Monday at the Micromotion measurement device installed at the Delivery
      Point. Readings by such device shall be witnessed by the Inspector, Mexican
      authorities, PGPB's customs broker, PMI's representative and Shipper's or
      Carrier’s representatives. A reading of the quantity of LPG pumped will be
      calculated on the basis of the differential between the current reading and
      the
      reading taken the previous Monday at the same time converted to volume in
      Gallons and corrected at 60 o F,
      through the determination of the specific gravity by samples taken at the
      Delivery Point (at the Micromotion measurement device installed at the Delivery
      Point) for every 50,000 Gallons received at the Delivery Point during the
      immediate preceding five (5) Days through the gas chromatograph. The Inspector
      shall take line samples and shall test the batch pumped at the time of the
      readings.





4.3.7. Carrier and
      Shipper shall
      not
      and will not be required to verify or monitor the (i) qualifications or
      competence of any drivers of any tank trucks receiving LPG at the Delivery
      Point
      or (ii) the qualification or condition of any tank trucks receiving LPG at
      the
      Delivery Point . Both
      Parties acknowledge that it is the responsibility of PMI to
      verify that all its designees who accept delivery of LPG at the Delivery Point
      shall be fully in conformance with all Mexican laws and regulations and that
      Carrier shall not be required to provide this service.




**ARTICLE
      5**




**QUALITY
      SPECIFICATIONS**





**5.1** **Receipt
      Point Specifications** **.** All
      LPG delivered by
      Shipper at the Receipt Point and all LPG delivered by Carrier at the Delivery
      Point must meet the quality specifications required for delivery of LPG to
      PMI
      under the terms of the PMI Contract (“ **Specifications** ”).





**5.2** **Enforcement
      of Specifications** **.** No
      LPG
      will be delivered by Shipper at the Receipt Point for transportation hereunder
      unless its kind and quality meets the applicable Specifications. Shipper shall
      be required, at Carrier’s reasonable request, to furnish Carrier with certified
      laboratory results that show that the composition of the LPG to be transported
      in Carrier’s System meets the Specifications. Carrier reserves the right to
      sample or test any such shipment prior to acceptance or during receipt and,
      in
      the event of a variance between Shipper’s certificate and the results of
      Carrier’s test, the latter shall prevail. All costs associated with Carrier’s
      testing shall be for the account of Carrier.





**5.3** **Product
      Quality Inspection** **.** All
      LPG
      shall be monitored to ensure compliance with the Specifications. Determination
      of quality shall follow the procedures set forth in the Compliance Procedures.
      A
      sample of LPG will be drawn in accordance with the Compliance Procedures prior
      to delivery. A gas chromatography analysis shall be performed by Carrier on
      the
      sample in accordance with the ASTM D-2163 method to assess the sample’s
      compliance with the Specifications. The gas chromatograph utilized shall be
      calibrated in accordance with the latest ASTM and GPA procedures.










**ARTICLE
      6**




**OPERATIONAL
      MATTERS**




**6.1** **Deliveries** **.** Shipper
      shall furnish a written nomination to Carrier at least ten (10) days prior
      to
      the Month in which Shipper desires transportation and terminal services
      hereunder, which date can be amended at any time by Shipper or its designee.
      Such written nomination shall specify the quantity of the LPG.




**6.2** **Minimum
      Injection Rate at Receipt Point** **.** Shipper
      shall deliver the LPG for
      transportation at an injection rate necessary to maintain Carrier’s
      normal operating pressures of
      no
      less than 300 psi .




**6.3** **Receipt
      Measurement Facilities** **.** Shipper
      shall install, at its sole cost and expense, a custody control flow meter at
      the
      Receipt Point, and, at its option, at the inlet
      flange at the Mexican Terminal Site ,
      which
      meters, absent fraud or manifest error, will measure the volume of LPG that
      is
      injected into Carrier’s System or delivered to the inlet
      flange at the Mexican Terminal Site .




**6.4** **Measurement** **.**




6.4.1 General




A. Unit
      of Measurement :The
      unit of measurement
      of the LPG stream shall be a Gallon.




B. Delivery
      Pressure :The
      measurement station
      located at the Receipt Point shall be capable of measuring the volume of LPG
      delivered hereunder at pressures up to 500 psi **** or
      at
      such other pressure(s) as the Parties may mutually agree.




C. Flow
      Metering :Each
      measurement station
      shall be operated, tested, and maintained and the mass of hydrocarbon streams
      calculated in accordance with standard industry practices.




D.Receipt
      Point :Receipt
      of LPG shall be
      at Shipper’s meter station at the Receipt Point.




E. Flow
      Meter Calibration :All
      calibrations,
      adjustments, and calculations shall be adjusted to Standard Conditions. Standard
      Conditions shall mean 60 degrees Fahrenheit and 14.696 psia. All flow
      measurement will be made utilizing temperature and pressure at flowing line
      conditions.




F. Check
      Meters :Carrier,
      or its
      representative, may at its option and expense, install and maintain check
      measurement equipment which shall not interfere with the use of Shipper’s
      measurement equipment at the Receipt Point.




G. Access
      to Equipment :Carrier,
      or its
      representative, shall have access at all reasonable times to the equipment
      of
      Shipper’s measurement station, but the calibrating and adjusting thereof shall
      be done solely by the employees, agents, representatives or designees of
      Shipper. Similarly, Shipper shall have access at all reasonable times to the
      equipment of Carrier’s check meter measurement stations, but the calibrating and
      adjusting thereof shall be done solely by the employees, agents or
      representatives or designees of Carrier.







H. Meter
      Ticket :A
      meter ticket will be
      generated for the Receipt Point each Day and a copy will be promptly provided
      to
      Carrier. The billing period is from 00:00 hours on the first Day of each Month
      to 00:00 hours on the first day of the following Month.




I. Review
      of Measurement Data :Shipper’s
      and Carrier’s
      personnel shall exchange measurement data on a timely basis in order to detect
      measurement discrepancies as they arise. In the event that Shipper’s and
      Carrier’s measurement differ more than one (1.0%) percent for two (2) or more
      Days in succession, both metering facilities will be examined and calibrated
      to
      determine whether or not either or both metering facilities are conforming
      to
      good measurement practice and/or operation.




J. Flow
      Meter Calibration Frequency :On
      a scheduled Day of
      each Month, or at other mutually agreeable intervals, Shipper or Shipper’s
      designee shall test and verify the accuracy of its measurement equipment in
      accordance with the appropriate industry standards. Shipper or its designee
      shall give Carrier notice of the date and time of each test sufficiently in
      advance (but no less than 48 hours in advance) to permit Carrier to have a
      representative present to witness such test result. The calibration records
      of
      Shipper’s or Carrier’s measurement equipment shall be made available for review
      by either Party.




K Certification
      of Test Equipment :The
      certification and
      calibration records of either Party’s applicable test equipment shall be
      maintained and made available for review by the other Party.




L. Special
      Tests :Either
      Party may request
      a special test of any measurement equipment of the other Party at its sole
      cost
      and expense. In such event, the Parties shall cooperate to secure prompt
      verification of accuracy of said equipment.




6.4.2 Meter
      Calibration




A. Meter
      Calibrations :The
      meter instrumentation
      and chart recorders (if applicable) shall be calibrated and inspected at the
      beginning of the delivery of the LPG at a minimum of every ninety (90) days
      thereafter. Necessary repairs to or replacement of the metering equipment shall
      be made when the equipment does not meet the required standards provided in
      the
      latest addition of the appropriate industry manual.




B. Errors
      less than 0.25% :If
      the meter calibration
      deviates less than or equal to + 0.25%
      from one scheduled calibration to the next, the effective date of the new factor
      shall be the date of the calibration and shall remain in effect until the next
      calibration.







C. Errors
      equal to or more than 0.25% and less than 0.50% :If
      the meter calibration
      deviation is equal to or more than + 0.25%,
      but less than + 0.50%,
      then the effective date of the factor shall be the date on which an event
      occurred which is known to have changed the factor, or if such date is not
      known, then the effective date is determined as defined in Section 6.4.3.




D. Errors
      equal to or more than 0.50% :Any
      deviation equal to or
      greater than + 0.50%
      is
      not acceptable, and immediate steps shall be taken to effect the required
      maintenance or repairs.




6.4.3 Volume
      Corrections




If,
      upon
      calibration tests, the meter does not meet the applicable requirements, then
      any
      previous recording of such equipment shall be corrected for any period that
      is
      known or agreed upon. In case the period is not known or agreed upon, such
      correction shall apply to one-half (1⁄2) the total mass measured since the date of
      the last calibration. However, this correction shall not exceed sixteen (16)
      Days.




6.4.4 Correction
      of Errors




Measuring
      equipment found to be registering inaccurately or out of service shall be
      adjusted to read accurately and/or placed in service immediately. For any error
      not known or agreed upon for the period in which the meter was inaccurate or
      out
      of service, the volume of the stream shall be estimated by use of any of the
      following or other methods which shall be mutually agreed upon by the
      Parties:




(i) In
      the
      event that only one of the metering facilities is found to have had a
      significant defect in performance, the other measuring facility will be the
      agreed upon billing basis for that billing period, or




(ii) If
      it is
      determined that both of the measuring installations experienced significant
      defects in performance, billing for the period in question shall be based upon
      such data as Shipper and Carrier shall find mutually acceptable.




**6.5** **Overages
      and Shortages** **.** At
      the
      end of each Month, Carrier will calculate and Shipper shall confirm the
      difference, if any, between the volume of LPG delivered by Shipper at the
      Receipt Point and the volume of LPG delivered by Carrier to Shipper’s designated c ustomer together
      with the amount of inventory held at the Matamoros Terminal (the “ **LPG** **Variance** ” ).
      If the
      LPG Variance results in a shortage of more than one (1.0%) percent, Carrier
      will
      reimburse Shipper for the shortage of volume outside measurement tolerance
      in
      accordance with Section 6.12
      quarterly. If the
      LPG Variance results in an overage of more than one (1.0%) percent, **** then
      such **** volume
      shall be the property of Carrier. These procedures shall be in addition to,
      and
      not in lieu of, any other provisions of this Agreement requiring Carrier to
      account to Shipper for all volumes delivered hereunder, but in no event shall
      the foregoing procedure result in Carrier accounting to Shipper more than once
      for the same volume.







**6.6** **LPG
      Involved in Litigation** **.** When
      any
      LPG delivered
      by Shipper to Carrier for
      transportation is involved in litigation, disputed ownership or encumbrance
      by
      lien or charge of any kind, Shipper shall so advise Carrier in writing. Carrier
      may refuse to accept receipt of such LPG unless Shipper provides an indemnity
      bond or other form of financial undertaking to reasonably protect Carrier
      against any and all loss associated with such disputed title. Shipper shall
      indemnify Carrier against any and all loss or damages suffered by Carrier
      associated with such disputed ownership.




**6.7** **Delivery
      at Destination** **.** The LPG will
      be delivered, for the account of Shipper, to the designated customers of
      PMI ,
      PGPB,
      or others .




**6.8** **Scheduling
      and Special Transit Conditions** **.** For
      each
      Month, Carrier will establish a sequence for transporting LPG and will schedule
      the approximate time when LPG tendered for shipment will be received by Carrier
      at the Receipt Point and delivered by Carrier at the Delivery Point. Carrier
      will inform Shipper of the time within each Month when the LPG will be received
      from Shipper at the Receipt Point. Carrier will also then inform Shipper of
      the
      approximate time within each Month when the LPG will be re-delivered to
      Shipper’s consignee at the Delivery Point.




**6.9** **Payment
      of Transportation and Other Charges** **.** Transportation
      charges will be computed and paid
      by
      Shipper at the
      applicable Transportation Rate on the quantity of delivered LPG as determined
      pursuant to Section 6.19. Shipper shall be responsible for all charges
      applicable to the particular shipment of
      LPG .




**6.10** **Liability
      of Parties** **.** AS
      A
      CONDITION TO CARRIER’S ACCEPTANCE OF LPG UNDER THIS AGREEMENT, EACH PARTY AGREES
      TO HOLD HARMLESS, INDEMNIFY AND DEFEND THE OTHER PARTY AGAINST CLAIMS OR ACTIONS
      FOR INJURY OR DEATH OF ANY AND ALL PERSONS AND FOR DAMAGE TO PROPERTY OF THE
      OTHER PARTY OR ANY THIRD PARTY RESULTING FROM OR ARISING OUT OF (1) ANY BREACH
      OF OR FAILURE BY THE PARTY OR ITS AGENTS, EMPLOYEES OR REPRESENTATIVES TO ADHERE
      TO ANY PROVISION OF THIS AGREEMENT; OR (2) THE NEGLIGENT ACT(S) OR FAILURE(S)
      TO
      ACT OF THE PARTY OR ITS AGENTS, EMPLOYEES OR REPRESENTATIVES IN CONNECTION
      WITH
      ITS HANDLING OF LPG. NOTWITHSTANDING THE FOREGOING, (I) CARRIER SHALL NOT
      INDEMNIFY SHIPPER WITH RESPECT TO LOSSES ARISING FORM SHIPPER’S ACTS OR
      OMISSIONS AND (II) SHIPPER SHALL NOT INDEMNIFY CARRIER WITH RESPECT TO LOSSES
      ARISING FROM CARRIER ’S ACTS OR OMISSIONS.




**6.11** **Force
      Majeure Events** **.** Neither
      Party shall be liable hereunder for any failure to perform its obligations
      (other than the obligation to pay amounts due hereunder and to indemnify) or
      for
      any loss, damage, or delay caused by acts of God, war, natural disasters
      (including, but not limited to, epidemics, landslides, lightning, earthquakes,
      fires, storms, or floods), act of the public enemy, terrorism, quarantine,
      the
      authority of law, strikes, lockouts of employees, explosions, breakage or
      accident to machinery or pipe, riots, civil disorder, requisition or necessity
      of any Governmental Authority, default by the other Party or its agents,
      employees or representatives, or, whether similar or dissimilar to the
      foregoing, from any cause not reasonably within the control of the affected
      Party and which such Party was not able to reasonably anticipate and avoid
      (each
      of the foregoing events or occurrences, a “ **Force
      Majeure Event** ”).
      If
      there is a strike or lockout, the affected Party is not required to resolve
      the
      labor dispute by acceding to the demands of employees if this is inadvisable
      in
      the sole discretion of that Party. A Party claiming a Force Majeure Event shall
      be obligated to give prompt written notice of such event to the other Party
      and
      to use reasonable commercial efforts to overcome such Force Majeure Event as
      soon as possible. The foregoing shall apply (i) in the case of Shipper, to
      any
      deliverer of Shipper’s LPG before and at the Receipt Point, or to any receiver
      thereof at and after the Delivery Point and (ii) in the case of Carrier, to
      Shipper with respect to its operation of Brownsville Terminal Site or to any
      deliverer of Shipper’s LPG before and at the Receipt Point or to any receiver
      thereof at and after the Delivery Point.







**6.12** **Carrier
      Liability for LPG Losses** **.** As
      between the Parties, Carrier accepts custody, control and responsibility for
      LPG
      accepted for shipment hereunder at the Receipt Point; provided, however, that
      Carrier shall have no responsibility or liability with respect to the operation
      of the Brownsville Terminal Site operated by Shipper. On a quarterly basis,
      if
      there is an LPG loss for which Carrier is liable, as calculated under Section
      6.5, Carrier will compensate Shipper for such loss in United States currency
      based upon the price as defined in the PMI Contract.




**6.13** **Warranty
      Disclaimer** **.** Carrier
      operates solely as a provider of transportation services and not as an owner,
      manufacturer or seller of LPG. EXCEPT AS EXPRESSLY STATED HEREIN, EACH PARTY
      EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY EXPRESSED OR IMPLIED WARRANTY FOR
      LPG
      TRANSPORTED HEREUNDER INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS
      FOR
      INTENDED USE.




**6.14** **Limitation
      of Liability** **.** NOTWITHSTANDING
      ANY PROVISIONS OF THIS AGREEMENT THAT MIGHT OTHERWISE SAY OR SUGGEST THE
      CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, OR ITS AGENTS, EMPLOYEES
      OR REPRESENTATIVES, FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE,
      EXEMPLARY OR INDIRECT DAMAGES (INCLUDING LOST PROFITS OR OTHER BUSINESS
      INTERRUPTION DAMAGES) BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY
      PROVISION OR OTHERWISE, OR SIMILAR DAMAGES, EVEN IF SUCH DAMAGES ARE
      FORSEEABLE.




**6.15** Intentionally
      deleted.




**6.16** **Claims,
      Time for Filing** **.** Claims
      for loss or damage must be made in writing with Carrier within nine (9) months
      after delivery of the LPG, or in case of an alleged failure by Carrier to make
      delivery, then within one (1) year after the delivery was scheduled to occur.
      Where claims for loss or damage are not timely filed thereon in accordance
      with
      this Section 6.16, the claims will not be paid and Carrier shall have no
      liability associated directly or indirectly with the claims. In the event of
      a
      dispute, the matter shall be resolved pursuant to the procedures set out in
      Article 9 herein.




**6.17** **Transportation
      Inventory** .Quantities
      of LPG
      accepted for transportation for redelivery to the Delivery Point will constitute
      Shipper’s transportation inventory prior to delivery. Line fill will be owned by
      Carrier. Upon termination of this Agreement, Carrier will, at its sole cost
      and
      expense, push the LPG line-fill remaining in the Carrier System back up the
      Carrier System to Shipper’s facility located behind the Receipt Point, at which
      point Shipper will become the owner of such line-fill.







**6.18** Intentionally
      Left Blank.




**6.19** **Billing,
      Accounting, and Reporting** **.**




6.19.1. Accounting
      Statements .Carrier
      shall render to
      Shipper, on or about the fifteenth (15th) day and last day of each Month (i)
      a
      statement setting forth, with respect to all LPG received by Carrier during
      the
      preceding billing
      period at the
      Receipt Point, the total quantity of said LPG, (ii) a statement setting forth,
      with respect to all LPG redelivered to Shipper during the preceding billing
      period at the
      Delivery Point, the total quantity of said LPG, and (iii) a statement setting
      forth the transportation charge therefore and any other charges due Carrier
      under this Agreement. Carrier may initially bill on its best reasonably available estimates
      if all actual information is not available at the time the statement is to
      be
      sent. Shipper agrees to make payment to Carrier within a ten (10) day period
      following receipt of Carrier’s statement /invoice for all
      LPG delivered by Carrier to Shipper at the Delivery Point during the preceding
      billing period and any
      other charges due Carrier under this Agreement. The statement /invoice presented by Carrier to Shipper will include, among other matters, the following
      information: the period’s beginning inventory, all receipts of LPG by Carrier
      during the period, all deliveries of LPG to Shipper’s designees during the
      period and the period’s ending inventory.




6.19.2. Late
      Payment .In
      the event Shipper
      fails to pay any amount due Carrier when the same is due ,
      the
      unpaid balance shall bear interest from the due
      date until
      the date when same is paid at a rate equal to
      the “prime rate” of interest published by Citibank, N.A. plus one percent
      (1%) .




6.19.3. Errors
      and Disputes in Statements .In
      the event an error is
      discovered in the amount billed in any statement rendered by Carrier, such
      error
      shall be adjusted within thirty (30) days of the discovery of the error. In
      the
      event a dispute arises as to the amount payable in any statement rendered,
      Shipper shall nevertheless pay the amount not in dispute to Carrier under the
      statement rendered pending resolution of the dispute. Such payment shall not
      be
      deemed to be a waiver of the right by either Party to receive correct payment
      or
      to recoup any overpayment, as the case may be, together with interest calculated
      in accordance with the resolution reached by the Parties and the matter shall
      then be resolved pursuant to the procedures set out in Article 9
      herein.




6.19.4. Examination
      of Books and Records .Each
      Party shall have the
      right at reasonable hours to examine the books and records of the other Party
      to
      the extent necessary to verify the accuracy of any statement /invoice ,
      calculation or determination made pursuant to the provisions contained herein.
      If any such examination shall reveal, or if either Party shall discover, any
      error in its own or the other Party’s statements, calculations or
      determinations, then proper adjustment and correction thereof shall be made
      as
      promptly as practicable thereafter.









**6.20** **Additional
      Carrier Responsibilities.** Carrier
      shall provide in a manner consistent with “Good Industry Practices” all
      personnel, materials, goods, and services necessary to receive at Receipt Point
      and deliver to Shipper or Shipper’s designee at the Delivery Point LPG compliant
      with Specifications and the applicable requirements of Governmental
      Authorities. Carrier will provide loading services at the Delivery Point seven
      (7) Days per week, twenty-four (24) hours per Day. If the Parties determine
      that
      it is not necessary to have personnel 24 hours per Day based upon operational
      experience developed on site, the hours of service shall be subject to
      availability of PMI's representatives to dispatch LPG from the Delivery Point.
      Carrier will also provide Shipper, in addition to the Inspector's report, with
      a
      daily activity report specifying the quantity (weight and volume) and quality
      of
      LPG delivered to PMI at the Delivery Point, as well as a daily receipt ticket,
      documenting the measurement results obtained under Sections 4.3.5 and
      4.3.6.




**6.21** **Spill
      and Environmental Pollution** **.** In
      the
      event of a release or spill of LPG from Carrier’s System, Carrier shall
      immediately notify Shipper and Carrier
      shall make a
      determination if pipeline shipments should be interrupted.





6.21.1. If
      any
      LPG spill or other environmental polluting discharge occurs in connection with
      or relating to any LPG after acceptance at Receipt Point but prior to delivery
      of such LPG to the Delivery Point, all containment and clean-up operations
      (including those required by any Governmental
      Authority ),
      shall
      be at Carrier’s expense.





6.21.2. If
      such
      spill or environmental polluting discharge occurs after delivery at the Delivery
      Point, Shipper authorizes Carrier to commence containment or clean-up operations
      on behalf of Shipper as deemed appropriate or necessary as may be required
      by
      any Governmental Authority. Carrier will notify Shipper and PMI immediately
      of
      such operations and PMI shall have the right to direct all containment and
      clean-up operations.





6.21.3. All
      costs
      of containment and clean-up for any spill or environmental pollution will be
      borne by the Party responsible for such spill or environmental pollution, and
      such Party shall indemnify and hold harmless the other Party from any and all
      expenses, claims, liabilities, damages, penalties, fines and other costs
      (including, without limitation, attorney’s fees) resulting from or related to
      such incident.





**6.22** **Terminal
      Regulatory Compliance** **.** Carrier
      warrants and
      covenants that the
      Carrier System currently complies with all
      local, state and federal laws, rules or regulations applicable to  the
      Carrier System including , without
      limitation, all such laws, rules or regulations concerning permits and insurance
      required for owning, leasing, using or
      operating the Carrier System. Furthermore, Carrier warrants and covenants that
      it will utilize reasonable efforts to remain in material compliance with such
      laws, rules or regulations.







**ARTICLE
        7**
  **INDEMNIFICATION**


**7.1** The
      Carrier shall release, indemnify and hold harmless Shipper and its Affiliates
      and its and their respective officers, directors, agents and employees, from
      and
      against any and all fines, penalties, assessments, claims, demands, damages,
      loss and causes of action, including reasonable attorney's fees, resulting
      from,
      directly or indirectly, the Carrier’s failure to comply with its obligations and
      responsibilities included
      in this Agreement or the violation or alleged violation of any Applicable Laws of
      any Governmental Authorities, including, but not limited to, Environmental
      Laws,
      and for injury to or death of any persons or loss or damage to any property,
      in
      any way arising out of, in connection with, or incident to the negligence willful
      misconduct or
      omissions of Carrier or its Affiliates and its or their respective officers, directors, employees or agents
      in connection
      with this
      Agreement.




7.2 The Shipper
      shall release, indemnify and hold harmless the Carrier
      and its Affiliates and its and their respective officers, directors, agents
      and
      employees, from and against any and all fines, penalties, assessments, claims,
      demands, damages, loss and causes of action, including reasonable attorney's
      fees, resulting from, directly or indirectly, Shipper’s failure to comply with
      its obligations and responsibilities included in this Agreement or the violation
      or alleged violation of any Applicable Laws
      of
      any Governmental Authorities, including, but not limited to, Environmental
      Laws,
      and for injury to or death of any persons or loss or damage to any property,
      in
      any way arising out of, in connection with, or incident to the negligence,
      willful misconduct or omissions of Shipper or its Affiliates and its or their
      respective officers, directors, employees or agents in connection with this
      Agreement.




**7.3** It
      is not
      the intention of the parties hereto to release from liability any third party
      with which either the Carrier or Shipper may contract in connection with the
      Carrier System or the services provided under this Agreement. The provisions
      of
      this Section are not made for the benefit of any person or entity other than
      the
      Parties, their Affiliates and their respective officers, directors, employees,
      and agents.




**ARTICLE
      8**





**MISCELLANEOUS**





**8.1** **Notices** **.** All
      notices and other communications given pursuant to or in connection with this
      Agreement shall be given in writing and shall be personally delivered, mailed
      by
      U.S Mail, or sent by overnight courier service, or facsimile transmission (with
      electronic confirmation of receipt) to the intended recipient at the address
      specified below for such recipient or, as to either Party, at such other address
      as shall be designated by such Party in a notice to the other Party. If
      personally delivered to the address herein provided, a notice shall be deemed
      to
      have been received upon delivery or if delivered after regular business hours,
      it shall be deemed to have been received on the following Day. If mailed by
      U.S.
      Mail to the address herein provided, a notice shall be deemed to have been
      received three (3) Days after the mailing thereof, provided that a notice shall
      not be effective if mailed during any period of mail service disruption. If
      sent
      by courier service, or facsimile transmission to the address herein provided,
      a
      notice shall be deemed to have been received on the first (1st) Day following
      the Day it was dispatched.










Shipper:
            TransMontaigne
                Product Services Inc.


1670
      Broadway Street, Suite 3100


Denver,
      Colorado 80202


Attention:
      President


Facsimile
      No. (303) 626-8228





Carrier:
            Rio
                Vista Operating Partnership L.P.


820
      Gessner Road ,
      Suite
      1285


Houston,
      Texas 77024


Attention: President


Facsimile
      No.: (713) 467-8258





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


Ian
      Bothwell


Penn
      Octane Corporation


840
      Apollo Street Ste 313


El
      Segundo, CA 90245





A
      Party
      shall be entitled to change its address for notice hereunder by providing the
      other Party with not less than three (3) Days prior written notice of such
      address change.




**8.2** **Assignment** **.** No
      Party
      may assign, sell, exchange, transfer or otherwise dispose to any Person any
      of
      its rights, interests, powers or obligations under this Agreement, unless the
      other Party consents in advance and in writing, which consent shall not be
      unreasonably withheld; provided, however, no such consent shall be required
      in
      connection with the sale of all or substantially all of a Party’s LPG business
      or in the case of any assignment to an Affiliate. The
      foregoing does not apply to Shipper’s assignment of this Agreement to
      TransMontaigne Partners L.P. If
      such
      an assignment occurs, this Agreement shall extend to and be binding upon the
      successors and assigns of the Parties. Each Party shall have the right to pledge
      its interest under this Agreement to a financial institution providing such
      Party with financing.




**8.3** **Modification
      and Waiver** **.** No
      amendment, change in, addition to, or waiver of the terms, provisions, or
      conditions of this Agreement shall be effective or binding upon either Party
      unless it is in writing and signed by duly authorized representatives of both
      Parties. A waiver by a Party of any breach by the other Party of a provision
      hereof by a Party shall not be binding upon the first Party unless such waiver
      is in writing, and no such waiver or failure by either Party to insist upon
      the
      strict performance of any covenant, agreement, term or condition of this
      Agreement or to exercise any right or remedy consequent upon a breach thereof,
      shall constitute a waiver of any prior or subsequent breach of such covenant,
      agreement, term or condition.




**8.4** **Governing
      Law** **.** THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF TEXAS EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT WOULD
      OTHERWISE REFER CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT TO THE
      SUBSTANTIVE LAW OF ANOTHER JURISDICTION.







**8.5** **Entire
      Agreement** **.** This
      Agreement together with the Purchase Agreement and their appendices, constitutes
      the entire Agreement between the Parties concerning the subject matter hereof
      and supersedes all prior or contemporaneous discussions, negotiations,
      representations, or agreements relating to the subject matter of the Agreement.
      There are no representations, warranties, conditions or collateral agreements,
      express or implied, relating to the subject matter of this Agreement, other
      than
      as contained in this Agreement.




**8.6** **Survival** **.** All
      provisions that may reasonably be interpreted as surviving the termination
      or
      non-renewal of this Agreement shall survive such termination or non-renewal,
      including, but not limited to, the provisions relating to indemnification,
      limitation of damages, waiver of warranty and of indirect damages, choice of
      law, and right to audit.




**8.7** **Relationship
      of the Parties** **.** This
      Agreement is not intended to and does not (i) create any relationship of
      partnership, joint venture, agency, or employment or (ii) permit either Party
      to
      obligate the other Party. Each Party hereto is and shall remain an independent
      contractor as to the other Party hereto in all respects and in the performance
      of all work and activities under this Agreement. The detailed methods and manner
      of conducting such work and activities by such Party shall be under the complete
      control and direction of such Party unless modified by another provision of
      this
      Agreement. Nothing in this Agreement shall limit or be interpreted as
      conflicting with the independent contractor status of such Party and its
      subcontractors, but in the event of any such conflict, the provisions of this
      Section 8.7 shall govern.




**8.8** **Third
      Party Beneficiaries** **.** This
      Agreement is for the sole benefit of the Parties and their respective successors
      and permitted assigns, and shall not inure to the benefit of any other Person
      whomsoever, it being the intention of the Parties that no third Person shall
      be
      deemed a third party beneficiary of this Agreement.




**8.9** **Confidentiality** **.** Carrier
      shall faithfully observe all requirements of confidentiality imposed on it
      as a
      common carrier under Applicable Law. Neither Shipper nor Carrier shall disclose
      any commercially sensitive terms or conditions of this Agreement without the
      prior written consent of the other Party, except as required by law or
      regulation.




**8.10** **Conspicuousness** **.** THE
      PARTIES AGREE THAT ANY PROVISION OF THIS AGREEMENT THAT IS SET FORTH IN THE
      STYLE OF THIS SECTION 8.10 IS CONSPICUOUS.




**8.11** **Counterparts** **.** This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, and all of which shall be deemed one and the same
      Agreement.







**ARTICLE
        9**
  **ALTERNATE
        DISPUTE RESOLUTION**


**9.1** **Covered
      Disputes** **.** Any
      dispute, controversy or claim (whether sounding in contract, tort or otherwise)
      arising out of or relating to this Agreement, including without limitation
      the
      meaning of its provisions, or the proper performance of any of its terms by
      either Party, its breach, termination or invalidity (“ **Dispute** ”)
      will
      be resolved in accordance with the procedures specified in this paragraph,
      which
      will be the sole and exclusive procedure for the resolution of any such Dispute,
      except that a Party, without prejudice to the following procedures, may file
      a
      complaint to seek preliminary injunctive or other provisional judicial relief,
      if in its sole judgment, that action is necessary to avoid irreparable damage
      or
      to preserve the status quo. Despite that action the Parties will continue,
      subject to Section 9.6 hereinbelow, to participate in good faith in the
      procedures specified in this Section.





**9.2** **Initiation
      of Procedures** **.** Either
      Party wishing to initiate the dispute resolution procedures set forth in this
      paragraph with respect to a Dispute not resolved in the ordinary course of
      business must give written notice of the Dispute to the other Party
      (“ **Dispute
      Notice** ”).
      The
      Dispute Notice will include (i) a statement of that Party’s position and a
      summary of arguments supporting that position, and (ii) the name and title
      of
      the executive who will represent that Party, and of any other person who will
      accompany the executive, in the negotiations under next subsection.





**9.3** **Negotiation
      Between Executives** **.** If
      a
      Party has given a Dispute Notice under the preceding subparagraph, the Parties
      will attempt in good faith to resolve the Dispute within 45 calendar days of
      the
      notice by negotiation between executives who have authority to settle the
      Dispute and who are at a higher level of management than the persons with direct
      responsibility for administration of this Agreement or the matter in Dispute.
      Within 15 calendar days after delivery of the Dispute Notice, the receiving
      Party will submit to the other a written response. The response will include
      (i)
      a statement of that Party's position and a summary of arguments supporting
      that
      position, and (ii) the name and title of the executive who will represent that
      Party and of any other person who will accompany the executive. Within 45
      calendar days after delivery of the Dispute Notice, the executives of both
      Parties will meet at a mutually acceptable time and place, and thereafter,
      as
      often as they reasonably deem necessary, to attempt to resolve the
      Dispute.





**9.4** **Mediation.** If
      the
      Dispute has not been resolved by negotiation under the preceding subsection
      within 45 calendar days of the Dispute Notice, and only in such event, either
      Party may initiate the mediation procedure of this subsection by giving written
      notice to the other Party (“ **Mediation
      Notice** ”).
      The
      Parties will endeavor to settle the Dispute by mediation within 90 calendar
      days
      of the Mediation Notice under the then current Center for Public Resources
      ("CPR") Model Mediation Procedure for Business Disputes. If the Parties have
      not
      agreed upon a mediator within seven calendar days after the Mediation Notice,
      either Party may request CPR assistance in the selection of a mediator under
      its
      guidelines. The mediator will establish rules for an expedited discovery
      procedure and will resolve all disputes with regard to discovery between the
      Parties. If the mediator has not already done so during the mediation process,
      at least seven calendar days before the end of the ninety day mediation period,
      the mediator, if he or she believes that they are qualified to do so, will
      provide to each Party a written summary of the mediator's conclusions regarding
      the outcome of the Dispute if it is submitted to arbitration under the following
      subsection.





**9.5** **Arbitration.** If
      the
      Dispute has not been resolved by mediation under the preceding subsection within
      90 calendar days of the Mediation Notice, and only in such event, either Party
      may initiate the arbitration procedure of this subsection by giving written
      notice to the other Party (“ **Arbitration
      Notice** ”).
      The
      Dispute will be finally resolved by binding arbitration in accordance with
      the
      then current Commercial Arbitration Rules of the American Arbitration
      Association (“AAA”) by a single arbitrator, chosen by mutual agreement of both
      Parties. If the Parties cannot select an arbitrator within 30 calendar days
      of
      the Arbitration Notice, the arbitrator will be selected by the AAA. The
      arbitration will be governed by the United States Arbitration Act, 9 U.S.C.
      Sec.
      1-16, as amended (“the Act”), and to the extent not inconsistent with the Act,
      the Texas arbitration statute. Judgment upon the award rendered by the
      arbitrator may be entered by any court of any state having jurisdiction. The
      statute of limitations of the State of Texas for the commencement of a lawsuit
      will apply to the commencement of an arbitration under this Agreement, except
      that no defenses will be available based upon the passage of time during any
      negotiation or mediation called for by this Section. Each Party will assume
      its
      own costs of legal representation and expert witnesses and the Parties will
      share equally the other costs of the arbitration. The arbitrator will award
      pre-judgment interest in accordance with the law of Texas; however, the
      arbitrator may not award punitive damages. The arbitration will take place
      in
      Houston, Texas.





**9.6** **Tolling
      and Performance.** Except
      as
      indicated in the preceding subsection with regard to the commencement of
      arbitration, all applicable statutes of limitation and defenses based upon
      the
      passage of time will be tolled while the procedures specified in this paragraph
      are pending. The Parties will take any action required to effectuate that
      tolling. Each Party is required to continue to perform its obligations under
      this Agreement pending final resolution of any Dispute, unless to do so would
      be
      impossible or impracticable under the circumstances.







The
      Parties have executed this Agreement as of the Effective Date.




**TRANSMONTAIGNE
                PRODUCT SERVICES INC.**By:Name:
                William S. DickeyTitle:
                President**RIO
                VISTA OPERATING PARTNERSHIP, L.P.**By:
                Rio Vista Operating GP LLC, general partnerBy:Name:
                Charles C. HandlyTitle:
                President**PENN
                OCTANE INTERNATIONAL, LLC**By:Name:
                Ian T. BothwellTitle:
                Manager