<PAGE>
                                                                   Exhibit 10.25

                                               Confidential Treatment Requested.
                                                  The redacted material has been
                                           separately filed with the Commission.

       Pages where confidential treatment has been requested are stamped
 'Confidential Treatment Requested.  The redacted material has been separately
          filed with the Commission,' the appropriate section has been
       marked at the appropriate place and in the margin with a star (*).

                                  TIME CHARTER


     IT IS AS OF THIS 31st day of August 1996 mutually agreed by and between
MIDSTREAM BARGE COMPANY, L.L.C., a limited liability company organized and
existing under the laws of Delaware ("Owner"), as owner of those certain U.S.-
flag barges set forth in Exhibit A attached hereto (the "Barges"), and WARREN
PETROLEUM COMPANY, LIMITED PARTNERSHIP, a limited partnership organized and
existing under the laws of Delaware ("Charterer"), that Owner lets and Charterer
hires the use and service of the Barges for the period and on the terms and
conditions hereinafter set forth.

     1.  CONDITION OF BARGES.  UPON DELIVERY, THE BARGES SHALL BE:

          (a) fit, in the manner currently operated, for the carriage of
cargoes, including propane, propylene, normal butane, isobutane, pentanes and
mixtures thereof (hereinafter "Cargoes");

          (b) tight, staunch, strong, in good order and condition, fit for the
service, with their machinery, hull and cargo installation, including gauging
and other equipment suitable for measuring the level and temperature of Cargoes
loaded on board the Barges in the manner currently operated; and

          (c) of the description set out in Exhibit A attached hereto.

     2.  TERM AND TERMINATION.  (a)  This Charter Party shall commence upon the
* date hereof and shall remain in full force and effect for REDACTED unless
  terminated by the mutual consent of Owner and Charterer. Termination of this
  Charter Party shall not release or discharge any obligation hereunder that has
  accrued prior to the effective date of such termination.

          (b) Except as otherwise provided in Section 13, even though Charterer
shall be deprived of or limited in use of the Barges in any respect or for any
length of time, whether or not by reason of some act, omission or breach on the
part of a third party, whether or not resulting from accident and whether or not
without fault on the part of Charterer, Charterer shall continue to make all
payments of charter hire required under this Charter Party without interruption
or abatement.

          (c) Charterer undertakes to arrange the Barges' trading so as to
permit redelivery of same to Owner on or prior to the expiration of the term
hereof.  Charterer shall not commence loading for any voyage unless it is
reasonably anticipated that such voyage shall allow redelivery of the Barges
pursuant to Section 10 hereof on or prior to the expiration of the term hereof.
However, should the Barges be sent on a final voyage reasonably calculated to
allow redelivery pursuant to Section 10 hereof within such time period, and the
voyage is prolonged for reasons outside Charterer's control, Charterer shall
have the use of the Barges at the rate and on the conditions of this Charter
Party for such extended time as may be required for completion of the round trip
voyage and redelivery pursuant to Section 10 hereof.

     3.  DELIVERY.  The use and services of the Barges shall be placed at the
disposal of Charterer whereis upon commencement of this Charter Party.  Charter
hire shall commence upon delivery of the Barges 

<PAGE>
 
on August 31, 1996, and Barges shall be in all respects ready to perform this
Charter Party.

     4.  TRADE LIMITS.  (A)  The Barges shall be employed within their technical
capabilities for work in the Gulf of Mexico, inland waterways, lakes, bays,
coastal areas and sounds of the United States, but always in lawful trades for
the Cargoes.  It is expressly understood that the Barges shall be moored in
ports or places to lie safely, always afloat at any time of tide.  Charterer
undertakes not to employ the Barges or suffer the Barges to be employed
otherwise than in conformity with the terms of the instruments of insurance.

          (b) The use of sea-going tug/barge combinations outside of the United
States domestic trade shall be subject to the prior approval of Owner.

     5.  EMPLOYMENT.  (a)  The whole reach and burthen of the Barges, including
lawful deck capacity, shall be at Charterer's disposal for the carriage of the
Cargoes in bulk, subject to Coast Guard regulations, the characteristics of the
Barges, and Classification Society recommendations.

          (b) No Cargoes shall be shipped in a manner that would be injurious to
the Barges, nor shall any voyage be undertaken that would involve risk of
seizure or capture, or substantial risk of penalty imposed by the U.S.
government.  Without prejudice to the foregoing, any damage to the Barges caused
by the shipment of Cargoes in such a manner as aforesaid shall be at Charterer's
risk and expense.

          (c) Charterer shall have the right to direct the movement of the
Barges, provide third party product transportation and retain the revenues
derived therefrom.

          (d) Charterer must comply with the applicable barge standards of the
Responsible Carrier Program adopted by The American Waterways Operators on
December 7, 1994, as amended.

     6.  OWNER'S RESPONSIBILITIES.  (a)  Owner shall maintain the Barges, their
machinery, appurtenances and spare parts in a good state of repair, in efficient
operating condition, with unexpired classification, and otherwise in accordance
with good commercial maintenance practice.  Owner shall take immediate steps to
have the necessary repairs done within a reasonable time.

          (b) During the term of this Charter Party, the Barges shall be kept
insured by Owner at its expense against war, hull, and protection and indemnity
risks, including wreck removal, in the amounts set out in Exhibit B attached
hereto.  Further, Owner shall at all times maintain pollution coverage under the
Barges' Protection and Indemnity Insurance in an amount not less than that
customarily placed for vessels of similar size, type and age.  Such insurance
policies shall be in the name of the Owner and shall name Charterer as an
additional assured, as their interests may appear.  Owner shall comply with the
U.S. Oil Pollution Act of 1990, U.S. Federal Water Pollution Control Act of 1972
as amended, and any rules and/or regulations issued thereunder, and any other
international, federal or state requirements that may apply to the transport of
these Cargoes.

          (c) Owner shall only be responsible for delay in delivery of the
Barges, for delay during the term of this Charter Party and for loss or damage
to Cargoes onboard, if such delay or loss has been caused by want of due
diligence on the part of Owner in making the Barges seaworthy and fitted for the
voyage or any other act or omission or default of Owner.  Except to the extent
covered by Owner's insurance, Owner shall not be responsible in any other case
nor for damage or delay whatsoever and howsoever caused, even if caused by the
neglect or default of its servants.  Owner shall not be liable for loss or
damage arising or resulting from strikes, lock-outs or stoppage or restraint of
labor whether partial or general.

          (d) Any provision of this Charter Party to the contrary
notwithstanding, Owner shall have the benefit of all limitations of and
exemptions from liability accorded to the owners or chartered owners of Barges
by any statute or rule of law for the time being in force.  Nothing in this
Charter Party shall operate 

                                       2
<PAGE>
 
to limit or deprive Owner of any such statutory exemption from or limitation of
liability on the theory of personal contract or otherwise.

     7.  CHARTERER'S RESPONSIBILITIES.  (a)  Charterer shall provide and pay for
all port charges, towing, tankerman charges, pilotages (whether compulsory or
not), tug-assistance, dock and other dues and charges, also all dock, harbor and
tonnage dues at the ports of delivery and redelivery, agency fees, commissions,
expenses of loading and unloading Cargoes, delivery of Cargoes, including
special ropes, hawsers and chains required by the custom of the port for
mooring, and all other charges and expenses whatsoever other than those payable
by Owner hereunder.

          (b) Charterer shall arrange and contract for any tankermen, towage,
pilotage or like service required, including without limitation, those services
listed in Section 7(a) above, and shall be solely liable for any loss or damage
resulting from actions or omissions related to such contract.

          (c) Charterer shall utilize each of the Barges so that, as required
from time to time, a particular Barge is positioned so as to be located at a
designated port for inspection at a certain time.  The required inspections
shall be scheduled for a mutually agreed time so as not to materially interfere
with Charterer's operations.

          (d) Unless such loss or damage results from an act or omission of
Owner, Charterer shall indemnify and hold Owner harmless from (i) all loss and
damage suffered by third parties, including bodily injuries and death, caused by
the Barges and/or their equipment during the period of charter hire; (ii) all
loss of or damage to Cargoes, howsoever caused, or for damage caused by the
Cargoes, including bodily injuries and death; (iii) any sums whatsoever in
consequence of the Barges becoming a wreck or obstruction to navigation; and
(iv) all pollution damage that may result from the operation of the Barges.

          (e) In the event that any act or negligence of Charterer shall vitiate
any of the insurances herein provided, Charterer shall indemnify Owner against
all claims and demands that would otherwise have been covered by such insurance.
Charterer undertakes to indemnify and hold Owner harmless against any and all
claims, liabilities, losses, damages, and expenses of every character
whatsoever, including reasonable attorney fees, arising from such loss or
damage.

          (f) Charterer shall indemnify and hold Owner harmless from any loss or
damage to third parties resulting from loading or discharging Cargoes hereunder.
Charterer shall have right of recourse against any third parties responsible for
the damage.

          (g) Charterer agrees that it will immediately undertake to contain,
cleanup and remove any Cargoes caused to be spilled, leaked, poured, emitted,
emptied or dumped from the Barges into or upon the water or adjoining shoreline,
all charges for which are to be paid by Charterer.  Charterer agrees to
indemnify Owner for any and all loss or damage to third parties resulting from
such incident.

          (h) Charterer agrees to procure appropriate charterer's liability
insurance in an amount customary for the industry.  Charterer shall name Owner
as an additional assured on its charterer's liability insurance policy.

     8.  INVENTORIES AND CONSUMABLE OIL AND STORES.  A complete inventory of the
Barges' entire equipment, outfit, appliances and of all consumable stores on
board the Barges shall be made on delivery and again on redelivery.  Charterer
and Owner shall respectively at the time of delivery and redelivery take over
all lubricating oils, water, paints, oils, ropes and other consumable stores
onboard the Barges at the then current market prices at the ports of delivery
and redelivery respectively.

                                       3
<PAGE>
 
                                               Confidential Treatment Requested.
                                                  The redacted material has been
                                           separately filed with the Commission.

     9.  CHARTER HIRE.  (a)  Charterer shall pay basic charter hire for the use
* of the Barges at the rate of U.S. REDACTED per month, based on the cost budget
  attached hereto as Exhibit C.  Charter hire shall commence from the hour (est)
  and date that the Barges are delivered and placed at Charterer's disposal in
  accordance with Section 3 hereof, and shall continue until the hour (est) and
  date that the Barges are redelivered to Owner in accordance with Section 10
  hereof.

          (b) The time charter rate established in Section 9(a) shall be
  reviewed and adjusted quarterly, with Charterer paying supplemental charter
  hire to the extent that the actual costs exceed the established rate. At the
  time of termination of the Charter Party, if charter hire paid exceeds actual
  costs, excess charter hire paid shall be reimbursed to Charterer.

*         (c) Basic charter hire shall be paid monthly REDACTED during the
  Charter Period.  Owner shall invoice Charterer for supplemental charter hire,
  which shall be due and payable within ten (10) business days from the date of
  receipt of the invoice.

          (d) If at the time a payment of charter hire becomes due, and
  Charterer estimates that the remaining period to redelivery is less than a
  calendar month, said payment shall be made for such length of time as Owner or
  its agents and Charterer or its agents may agree upon as the estimated time to
  redelivery, less disbursements arranged by Charterer for Owner's account. Upon
  redelivery of the Barges in the manner provided by Section 10 hereof, Owner
  shall submit to Charterer a final invoice that shall reflect a charge or
  credit, as appropriate, for any difference between the estimated charter hire
  and the actual charter hire due hereunder, as well as charges for any other
  amounts due from Charterer to Owner hereunder, and credits for any amounts due
  from Owner to Charterer. Any charter hire paid in advance and not earned shall
  be refundable and payable by Owner to Charterer.

          (e) If Charterer shall default in the punctual and regular payment of
  amounts due hereunder, Owner may demand in writing (facsimile, telegram or
  telex) that Charterer make payment of said amounts within ten (10) business
  days of receipt of notification from Owner, failing which Owner shall have the
  right to withdraw the Barges without prejudice to any claim Owner may have
  against Charterer under this Charter Party. Further, so long as the charter
  hire remains unpaid, Owner shall be entitled to suspend its performance
  hereunder and shall have no responsibility whatsoever for the consequences
  thereof. Charter hire shall continue to accrue during any such period of
  suspension, and any extra expenses resulting from such suspension shall be for
  Charterer's account.

          (f) Charterer shall be entitled to deduct from the payments of charter
  hire due hereunder, any disbursements made by Charterer for Owner's account,
  and any advances made by Charterer to Owner's agent.

          (g) All payments from Charterer to Owner shall be paid in U.S. dollars
* REDACTED.

     10.  TIME OF REDELIVERY/PORT OF REDELIVERY.  The Barges shall be
redelivered to Owner upon the expiration of this Charter Party in the same good
order as when delivered to Charterer, fair wear and tear excepted.  The port of
redelivery shall be mutually agreed by the parties.

     11.  FORCE MAJEURE.  Neither the Barges, their Owner, nor Charterer shall,
unless otherwise in this Charter Party expressly provided, be liable for any
loss or damage or delay or failure in performance 

                                       4
<PAGE>
 
                                               Confidential Treatment Requested.
                                                  The redacted material has been
                                           separately filed with the Commission.

hereunder arising or resulting from any of the following:  act of God; act of
war; seizure under legal process; quarantine restrictions; strikes, lockouts,
stoppage or restraint of labor, picketing, boycott or other labor disturbances
or interruptions from whatever cause, whether partial or general; riots and
civil commotions; arrest or restraint of princes, rulers, or people; act of
public enemies, pirates or assailing thieves; or acts of governments; provided
that such damage, delay or failure arises from causes outside the control of the
relevant party hereto.

     12.  ADVANCES.  Charterer or its agents shall advance, if required,
  necessary funds for ordinary disbursements for the Barges' account at any 
* port, charging only interest at REDACTED per annum, any such advances to be
  deducted from hire.

     13.  LOSS OF BARGES.  Should a Barge be lost, or become a constructive or
compromised total loss, or be requisitioned for title, hire shall cease at noon
on the day of its loss, constructive or compromised total loss, or requisition,
and if missing, from noon on the date when last heard of, and any hire paid in
advance and not earned shall be returned to Charterer.  If the Barge is missing
at the time when hire becomes payable, payment shall be suspended until the
Barge is reported safe.

     14.  REQUISITION.  Should a Barge be requisitioned by the U.S. government
during the period of this Charter Party, the Barge shall be off-hire during the
period of such requisition, and any hire paid by the government in respect of
such requisition period shall be for Owner's account.  Any such requisition
period shall count as part of the Charter Period.

     15.  LIENS.  Owner shall have a lien upon all Cargoes carried hereunder and
upon all freights, for any amount due to Owner under this Charter Party, which
lien shall continue after delivery of the Cargoes into the possession of
Charterer, but shall not continue into the hands of a third party once the Cargo
leaves Charterer's possession.  Charterer shall have a lien on the Barges for
all amounts paid in advance hereunder and not earned and for any payments made
by Charterer on the Owner's behalf as provided herein.

     16.  SALVAGE.  Subject to the provisions of Section 11, all time lost, and
all legal and other expenses (excluding any damage to a Barge) incurred, in
saving or attempting to save life or property shall be borne equally by Owner
and Charterer.  All salvage and proceeds from derelicts shall be divided equally
between Owner and Charterer.  Charterer shall be bound by all measures taken by
Owner in order to secure payment of salvage and to fix its amount.

     17.  WAR RISKS.  (a)  For the purpose of this Section, the words "war
risks" shall include any war (whether actual or threatened), act of war, civil
war, hostilities, revolution, rebellion, civil commotion, warlike operations,
the laying of mines (whether actual or reported), acts of piracy, acts of
terrorists, acts of hostility or malicious damage, blockades, by any person,
body, terrorist or political group, or the government of any state whatsoever,
which, in the reasonable judgment of Owner, may be dangerous or are likely to be
or to become dangerous to a Barge or its Cargoes.

          (b) The Barges, unless the written consent of Owner be first obtained,
shall not be ordered to or required to continue to or through, any port, place,
area or zone (whether of land or sea), or any waterway or canal, where it
appears that the Barges, or their cargo, in the reasonable judgment of Owner,
may be, or are likely to be, exposed to war risks.

                                       5
<PAGE>
 
          (c) If the insurers of the war risks insurance should require payment
of premiums and/or calls because, pursuant to Charterer's orders, a Barge is
within, or is due to enter and remain within, any area or areas that are
specified by such insurers as being subject to additional premiums because of
war risks, then such premiums and/or calls shall be reimbursed by Charterer to
Owner at the same time as the next payment of charter hire is due.

     18.  GENERAL AVERAGE.  General average contributions shall be payable
according to York/Antwerp Rules, 1974, as amended.  Charter hire shall not
contribute to general average.  Charterer shall use every reasonable effort to
ensure that all bills of lading issued for Cargoes carried onboard the Barges
include the foregoing clause.

     19.  NEW JASON CLAUSE.  In the event of accident, danger, damage or
disaster before or after the commencement of the voyage, resulting from any
cause whatsoever, whether due to negligence or not, for which, or for the
consequences of which, Owner is not responsible by statute, contract or
otherwise, the cargoes, shippers, consignees or owners of the Cargoes shall
contribute with Owner in general average to the payment of any sacrifices,
losses or expenses of a general average nature that may be made or incurred and
shall pay salvage and special charges incurred in respect of the Cargoes.

     If a salving ship is owned or operated by Owner, salvage shall be paid for
as fully as if the said salving ship or ships belonged to strangers.  Such
deposit as Owner or its agents may deem sufficient to cover the estimated
contribution of the Cargoes and any salvage and special charges thereon shall,
if required, be made by the Cargoes, shippers, consignees or owners of the
cargoes to Owner before delivery.

     Charterer shall use every reasonable effort to ensure that all bills of
lading issued for Cargoes carried onboard the Barges include the foregoing
clause.

     20.  BOTH-TO-BLAME COLLISION CLAUSE.  If a Barge covered by the terms and
provisions hereof comes into collision with another ship as a result of the
negligence of the other ship and any act, neglect or default of Owner in the
management of such Barge, the owners of the Cargoes carried in such Barge shall
indemnify Owner against all loss or liability to the other or non-carrying ship
or its owners in so far as such loss or liability represents loss of, or damage
to, or any claim whatsoever of the owners of said Cargoes, paid or payable by
the other or non-carrying ship or its owners to the owners of said Cargoes and
set-off, recouped or recovered by the other or non-carrying ship or its owners
as part of their claim against the carrying Barge or Owner.  The foregoing
provision shall also apply where the owners, operators, or those in charge of
any ships or objects other than, or in addition to, the colliding ships or
objects are at fault in respect of a collision or contact.

     Charterer shall use every reasonable effort to ensure that all bills of
lading issued for Cargoes carried onboard the Barges include the foregoing
clause.

     21.  BILLS OF LADING.  Bills of lading issued hereunder shall have effect
subject to the provisions of the Carriage of Goods by Sea Act of the United
States, approved April 16, 1936, except that if any bill of lading is issued at
a place where any other act, ordinance or legislation gives statutory effect of
the International Convention for the Unification of Certain Rules relating to
Bills of Lading at Brussels, August 1974, then the bill of lading shall have
effect subject to the provisions of such act, ordinance or legislation.  The
applicable act, ordinance or legislation (hereinafter called the "act") shall be
deemed to be incorporated in the bills of lading issued hereunder and nothing
therein contained shall be deemed a surrender by the Owner or carrier of any of
their rights or immunities or an increase of any of their responsibilities or
liabilities under the act.  If any terms of the bills of lading issued hereunder
be repugnant to the act to any extent, such term shall be void to that extent
but no further.

                                       6
<PAGE>
 
     22.  DEMISE.  Nothing in this Charter Party shall be construed as a demise
of the Barges to Charterer.

     23.  PRELOADING SURVEY.  In the event a loading port survey is required by
the rules of the Barges' classification society, the cost of such survey shall
be for Charterer's account.

     24.  COMPLIANCE WITH LAWS AND REGULATIONS.  Owner and Charterer agree to
abide by all federal, state and local laws and regulations during the period
covered by this Charter Party.

     25.  LAW AND ARBITRATION.  (a)  This Charter Party shall be governed by the
General Maritime Law of the United States of America and, to the extent not
inconsistent therewith, the laws of the State of Texas.

          (b) Any controversy or claim arising out of or relating to this
Charter Party, or the breach thereof, shall be referred to and finally resolved
by arbitration in the State of Texas, in accordance with the Maritime
Arbitration Rules of the Society of Maritime Arbitrators, and judgment on the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.  The arbitration award may grant any remedy or relief
deemed by the arbitrator(s) to be just and equitable, including specific
performance of this Agreement.

     26.  NO LIENS.  Charterer shall not suffer, nor permit to be continued, any
lien or encumbrance on the barges incurred by them or their agents, other than
liens arising in the ordinary course of Charterer's business for supplies and
necessaries provided to the Barges for which payment is not yet due.

     27.  CHANGE OF OWNERSHIP.  Owner's rights and obligations under this
Charter Party are not transferable by sale or assignment without Charterer's
consent.  In the event that the Barges are sold without Charterer's consent, in
addition to its other rights, Charterer may, in its absolute discretion,
terminate this Charter Party, whereupon Owner shall reimburse Charterer for any
hire paid in advance and not earned, for any sums to which Charterer is entitled
under this Charter Party, and for any damages that Charterer may sustain.

     28.  ASSIGNMENT.  Charterer may not assign its rights and obligations
hereunder without the express written consent of Owner, which consent shall not
be unreasonably withheld.

     29.  AMENDMENT.  This Charter Party may be amended or supplemented at any
time only by written instrument executed by both parties hereto.

     30.  SEVERABILITY.  The provisions of this Charter Party shall be deemed
severable, and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the remainder of this Charter Party or
any valid clause of any invalid portion.

     31.  CONSEQUENTIAL LOSS.  Except as elsewhere provided in this Charter
Party, neither party shall be responsible for any consequential loss, howsoever
caused, including but not limited to damage or decline in the market value of
the Barges or Cargoes during delays, loss of profit or loss of business
opportunities in respect of any claim that the one may have against the other.

     32.  CONFLICT OF INTEREST.  No director, employee or agent of either party
shall give or receive any commission, fee, rebate, gift or entertainment of
significant cost or value in connection with this Charter Party.  An independent
public accounting firm mutually acceptable to Owner and Charterer may, at either
party's request and expense, audit any and all records of both parties for the
sole purpose of determining 

                                       7
<PAGE>
 
whether there has been compliance with this Section 32. Any such audit shall be
conducted at any reasonable time or times during the term of this Charter Party
and during a period of two years after its termination. No information obtained
during such audit shall be disclosed unless it relates to such conflict of
interest.

     33.  AUDIT.  Each party and its duly authorized representative(s) shall
have access to the accounting records and other documents maintained by the
other party which relate to this Charter Party, and shall have the right to
audit such records at any reasonable time or times during the term of this
Charter Party and within two years after termination of this Charter Party.

     34.  CONFIDENTIALITY.  The parties hereto mutually agree to keep the terms
and conditions of this Charter Party strictly confidential unless both parties
consent to disclosure of such confidential information, which consent will not
be unreasonably withheld. In the event that disclosure of the terms and
conditions hereof is required by law or any government agency, the party making
such disclosure shall promptly notify the other party of the legal requirement
and the nature and extent of the legally compelled disclosure. Thereafter, both
parties shall cooperate and take all available steps to maintain, to the
greatest degree possible, the continued confidentiality of this Charter Party.

     35.  NOTICE.  All notices, consents, requests, demands, offers, reports and
other communications required or permitted to be given hereunder shall be in
writing and shall be deemed to have been given (i) when received if delivered in
person, or (ii) when sent by facsimile transmission to the number set forth
below or to such changed number as such party may have fixed by notice, and
acknowledged by an appropriate facsimile receipt:

          (a)  If to MIDSTREAM BARGE COMPANY, L.L.C. to:

               MIDSTREAM BARGE COMPANY, L.L.C.
               1301 McKinney
               Houston, TX  77010
               Attention:  President
               Facsimile:  (713) 754-5149

          with a copy to:

               CHEVRON U.S.A. PRODUCTION COMPANY
                (a division of Chevron U.S.A. Inc.)
               1301 McKinney
               Houston, TX  77010
               Attention:  Vice President & General Counsel
               Facsimile:  (713) 754-3366

          (b)  If to WARREN PETROLEUM COMPANY, LIMITED PARTNERSHIP to:

               WARREN PETROLEUM COMPANY, LIMITED PARTNERSHIP
               13430 Northwest Freeway
               Suite 1200
               Houston, TX  77040
               Attention:  President
               Facsimile:  (713) 507-6808

          with a copy to:

                                       8

<PAGE>
 
               WARREN PETROLEUM COMPANY, LIMITED PARTNERSHIP
               13430 Northwest Freeway
               Suite 1200
               Houston, TX  77040
               Attention:  Vice President & General Counsel
               Facsimile:  (713) 507-6834

provided, that (x) any notice of change of address or facsimile number shall be
effective only when received, and (y) a copy of any notice given by facsimile
shall also be confirmed by mail to the address as provided above.

     36.  NO THIRD PARTY BENEFICIARY.  This Charter Party is made solely and
specifically among and for the benefit of the parties and their respective
successors and permitted assigns and no other persons shall have any rights,
interest or claims hereunder or be entitled to any benefits under or on account
of this Charter Party as a third party beneficiary or otherwise.

     37.  ENTIRE AGREEMENT.  This Charter Party, together with any attached
Exhibits, contains the entire agreement between the parties hereto with respect
to the transactions contemplated herein, and supersedes all prior agreements,
arrangements and understandings, oral or written, between the parties hereto.


     IN WITNESS WHEREOF, the parties hereto have executed this Charter Party on
the date first above written.


Executed at             MIDSTREAM BARGE COMPANY, L.L.C.

__________________

                        By:  _______________________________
                             Name:
                             Title:


Executed at             WARREN PETROLEUM COMPANY, LIMITED PARTNERSHIP
                        By:  Warren Petroleum G.P., Inc., its general partner
___________________

                        By:  _______________________________
                             Name:
                             Title:

                                       9