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Exhibit 10.44
  
  Re:
    
    Asset Purchase Agreement between Transmontaigne Partners L.P. and Rio Vista Operating
Partnership L.P.
  Letter TLP RVOP Effective
Date Party Parties
 LPG
 US Pipelines US
Easements POM Termatsal Mexican Pipelines Tergas Mexican Terminal
 Included
Subsidiaries Assets. Transaction.
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Collateral Documentation Initial Deposit Pre-Existing Loan
  Exhibit A Agreement
   Conduct of Business Pending Closing
 Exclusivity and No-Shop. Exclusivity Period Termination Date Representatives
 (a)
    
    deal exclusively with TLP regarding the Transaction and immediately halt any
discussions with third parties regarding (i) the sale or purchase, directly or
indirectly, whether by merger, consolidation, stock or asset acquisition, or otherwise,
of all or any portion of the Assets, including all or any controlling portion of the
stock of RVOP; or (ii) any other transaction that could materially
affect the ability of RVOP to consummate the Transaction with TLP (any such
transaction being referred to hereinafter as a Competing Transaction); and
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(b)
    
    not to hold any discussions with, provide any non-public information to, or
respond to any inquiry made by, any third party concerning a Competing Transaction or to
cooperate in any way with, agree to, assist or participate in, solicit, consider,
entertain, facilitate or encourage, any effort or attempt by any third party to do or
seek any of the foregoing. If at any time prior to the Termination Date, RVOP is
approached in any manner by a third party concerning a Competing Transaction (a
Competing Party), RVOP will promptly inform TLP regarding such contact and furnish TLP
with a copy of any inquiry or proposal, or, if not in writing, a written description
thereof, including the name of such Competing Party and the proposed purchase price and
the material terms of such proposal.
 Publicity; Confidentiality
 Access; Cooperation. ( Confidentiality Agreement " Due Diligence
Investigation
 (a)
    
    afford, or cause to be afforded, to TLP and its Representatives access upon
reasonable notice to all personnel, facilities, properties, books, tax returns and other
tax-related information, accounts, data, records, contracts, intellectual property
filings and applications and other records and documents pertaining to RVOP, its
subsidiaries and the operation of the Assets (the Business) as TLP or its
Representatives may request,
 (b)
    
    allow TLP and its Representatives to physically inspect the Assets and conduct
such environmental and other inspections of the Assets as requested by TLP or its
Representatives,
 (c)
    
    arrange for and facilitate interviews with RVOPs (and its subsidiaries)
management, employees, contractors, customers, suppliers and other parties with
relations with RVOP and its subsidiaries, and
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(d)
    
    promptly inform TLP in writing of any event or circumstance that RVOP becomes
aware of that could have a Material Adverse Effect (as defined in Exhibit A).
 Refund of Initial Deposit.
 Fees and Expenses.
 Governing Law.
 Binding Agreement. Prior
to the end of the Exclusivity Period Following the Exclusivity Period
 Liabilities.
 Priority of Agreement. provided that provided further that
 Amendment and Waiver.
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Assignment.
 Counterparts.
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Very truly yours,Transmontaigne Partners L.P.By TransMontaigne Operating GP L.L.C.,its General PartnerBy:Name:
    
    William S. DickeyTitle:
    
    Executive Vice President & Chief Operating OfficerAgreed and accepted,Rio Vista Operating Partnership L.P.
By Rio Vista Operating GP LLC,
its General PartnerBy:Name:
    
    Ian T. BothwellTitle:
    
    Vice President, Chief Financial Officer
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Exhibit A
 Purchase Price:
    
    The aggregate purchase price for
the Transaction shall be $10,500,000 (the Purchase Price), payable as follows:I. $6,500,000 of the Purchase Price shall be paid by TLP to RVOP as
the Initial Deposit immediately upon execution of the Letter and
TLPs satisfaction with the Collateral Documentation. In the event
the Transaction does not close by December 31, 2007, the Initial
Deposit will be repaid as provided in the Letter.II. The remaining $4,000,000 of the Purchase Price shall be paid at
Closing, subject to the Conditions to TLPs Obligations, as
outlined below.
  Holdback Amount
    Acquired Interest:
    
    On the Closing Date, RVOP shall sell and deliver to TLP or its
designated affiliate, free and clear of all liens and encumbrances,
all of RVOPs right, title and interest in (i) all outstanding
stock in the Included Subsidiaries and (ii) all of RVOPs right
title and interest in the US Pipelines and US Easements.Closing Date:
    
    The closing of the Transaction (the Closing) shall occur as soon
as reasonably possible, and the Parties anticipate that it will
occur no later than December 31, 2007 (the Closing Date).Conditions to
Obligations of Both
Parties:
    
    The negotiation and execution of the Agreement containing mutually
acceptable covenants, representations and warranties,
indemnification and other terms customarily agreed upon in
transactions of this type.Survival of
Representations and
Warranties:
    
    All representations and warranties of RVOP or TLP in the Agreement
or any other Transaction document shall survive the Closing for a
period to be agreed upon by the Parties in the definitive
agreements.Conditions to TLPs
Obligations:
    
    TLPs obligation to consummate the Transaction shall be subject to
the satisfaction through Purchase Price reductions, or waiver by
TLP, of customary conditions precedent, including, without
limitation:
    A-1




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Material Adverse Effectmeans any event, change or effect that,
when taken individually or together with all other adverse events,
changes and effects, is or is reasonably likely to (i) be
materially adverse to the condition (financial or otherwise),
properties, assets (including Assets), liabilities, business,
operations, results of operations or prospects of RVOP or the
Included Subsidiaries, taken as a whole, or (ii) prevent or
materially delay consummation of the Transaction or otherwise to
prevent either Party or their respective affiliates from performing
their obligations under this Agreement, subject to customary
exceptions.Conditions to
RVOPs Obligations:
    
    RVOPs obligation to consummate the Transaction shall, in addition
to negotiation of the Agreement acceptable to TLP, be subject to
the satisfaction, or waiver by RVOP, of customary conditions
precedent, including, without limitation that RVOP shall have
received the portion of the Purchase Price due and payable in
accordance with the terms hereof.Other:
    
    For a period of three years after the Closing Date, TLP will agree
to pay RVOP the following royalty fee below on any volumes
(excluding any volumes redirected from the existing 8 pipeline to
the 6 pipeline) that are transported through the idle 6 pipeline
that runs from Brownsville, Texas to Matamoros, Mexico:
 Year
    
    Per BBL
    
    Per Gal1
    
    0.150
    
    0.00352
    
    0.075
    
    0.00183
    
    0.050
    
    0.0012
  A-2