Exhibit 10.16  Execution Copy CONFIDENTIAL TREATMENT REQUESTED BY TRANSMONTAIGNE PARTNERS L.P.  TERMINALING
SERVICES AGREEMENT  Southeast and Collins/Purvis  This Terminaling Services Agreement-Southeast and Collins/Purvis (this Agreement) is made and entered into
this first (1st) day of January, 2008 (the Effective Date) by and between
TransMontaigne Partners L.P. on behalf of itself and its Affiliates (Owner), and Morgan Stanley Capital
Group Inc.  (Customer), each sometimes referred to
individually as a Party
and, collectively, as the Parties.  RECITALS  WHEREAS, Owner is the owner and operator of
the Southeast Terminals and the Collins/Purvis Terminal (each as defined below,
and collectively, the Terminals).  WHEREAS, Customer desires to utilize Owners
Terminals for the receipt, storage, terminaling and distribution of Customers
Product.  NOW, THEREFORE, in consideration of the
premises and the covenants, conditions and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree to the following terms and conditions.  SECTION 1.         DEFINITIONS.In this Agreement, unless the context requires
otherwise, the terms defined in the preamble have the meanings indicated and
the following terms will have the meanings indicated below:  Affiliatemeans, in relation to a Party,
any Person that (i) directly or indirectly controls such Party; (ii) is
directly or indirectly controlled by such Party; or (iii) is directly or
indirectly controlled by a Person that directly or indirectly controls such
Party.  For this purpose, control of
any entity or Person means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of any Person,
whether through the ownership of a majority of issued shares/units or voting
power or control in fact of the entity or Person or otherwise.  For the purposes of this Agreement, in respect
of Customer, the term Affiliate does not include Morgan Stanley Derivatives
Products Inc. and in respect of Owner, the term Affiliate does not include
TransMontaigne Inc. or any of its subsidiaries.  Agreementhas the meaning ascribed
thereto in the preamble.  Applicable
Lawmeans, with
respect to any Governmental Authority, (i) any law, statute, regulation,
code, ordinance, license, order, writ, injunction, decision, directive,
judgment, policy, decree and any judicial or administrative interpretations
thereof, (ii) any agreement, concession or arrangement with any other
Governmental Authority and (iii) any license, permit or compliance
requirement, in each case applicable to either Party and as amended or modified
from time to time.  Arrival Noticehas the meaning ascribed thereto in Section 4.4.  Bankruptmeans, with respect to either Party, that such Party (i) is dissolved, other
than pursuant to a consolidation, amalgamation or merger, (ii) becomes
insolvent or is unable to pay its debts or fails or admits in writing its inability
generally to pay its debts as they become due, (iii) makes a general
assignment, arrangement or composition with or for the benefit of its
creditors, (iv) institutes a Proceeding or files a petition seeking a
judgment of insolvency or bankruptcy or any other relief under any bankruptcy
or insolvency law or other similar law affecting creditors rights, including a
voluntary petition under chapter 7 or chapter 11 of the U.S. Bankruptcy Code, (v) has
instituted against it a Proceeding seeking a judgment of insolvency or
bankruptcy or  1


any
other relief under any bankruptcy or insolvency law or other similar law
affecting creditors rights, including an order for relief under the U.S.
Bankruptcy Code, or a petition is presented for its winding-up or liquidation,
including an involuntary petition under chapter 7 or chapter 11 of the U.S.
Bankruptcy Code, and such Proceeding results in a judgment or is not dismissed
or permanently stayed within fifteen (15) calendar days of the filing of such
Proceeding, (vi) has a resolution passed for its winding-up, official
management or liquidation, other than pursuant to a consolidation, amalgamation
or merger, (vii) seeks or becomes subject to the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian or other
similar official for all or substantially all of its assets, (viii) has
one or more secured parties take possession of all or substantially all of its
assets, or has a distress, execution, attachment, sequestration or other legal
process levied, enforced or sued on or against all or substantially all of its
assets, (ix) files an answer or other pleading admitting or failing to
contest the allegations of a petition filed against it in any Proceeding of the
foregoing nature, or (x) takes any other action to authorize any of the
foregoing actions.  Barrelmeans 42 U.S. Gallons.  Business
Daymeans each calendar day, excluding Saturdays, Sundays, or other
holidays observed by Owner.  Claimmeans a dispute, claim or controversy
whether based on contract, tort, strict liability, statute or other legal or
equitable theory (including any claim of fraud, misrepresentation or fraudulent
inducement or any question of validity or effect of an agreement).  Collins/Purvis Terminal shall mean the
refined petroleum products terminal listed on Attachment A,
denominated as the Collins/Purvis Terminal, including all equipment and
facilities related thereto, and references thereto shall also be deemed to
include the terminal manager thereof, or his or her representative.  Contract
Yearmeans a
period of twelve (12) consecutive Months that commences January 1st and
ends December 31st.  Default
Interest Ratemeans the lesser of (i) [**]per annum
and (ii) the maximum rate permitted by Applicable Law.  Default or Event of Defaulthas the meaning ascribed
thereto in Section 15.1.  Default Termination Datehas the meaning ascribed
thereto in Section 15.3.  Defaulting Partyhas the meaning ascribed
thereto in Section 15.2  Effective Datehas the meaning ascribed thereto in the
preamble.  EPAhasthe meaning ascribed thereto in Section 5.5.  FERCmeans the United States Federal Energy
Regulatory Commission.  Force
Majeuremeans  (a)           strikes,
lockouts or other industrial disputes or disturbances;  (b)           acts of the public enemy or of
belligerents, hostilities or other disorders, wars (declared or undeclared),
blockades, thefts, insurrections, riots, civil disturbances or sabotage;  (c)           acts of nature, landslides, severe
lightning, earthquakes, fires, tornadoes, hurricanes, storms, and warnings
issued by any Governmental Authority for any of the foregoing which necessitate 
 ** Confidential Treatment
Requested.  2


the precautionary
shut-down of pipelines, docks, loading and unloading facilities or the
Terminals or other related facilities, floods, washouts, freezing of machinery,
equipment, or lines of pipe, inclement weather that necessitates extraordinary
measures and expense to construct facilities or maintain operations, tidal
waves, perils of the sea and other adverse weather conditions;  (d)           arrests and restraints of or other
interference or restrictions imposed by a Governmental Authority whether legal
or de facto or purporting to act under some constitution, decree, law or
otherwise, necessity for compliance with any court order, or any law, statute,
ordinance, regulation, or order promulgated by a Governmental Authority having
or asserting jurisdiction, embargoes or export or import restrictions,
expropriation, requisition, confiscation or nationalization;  (e)           epidemics or quarantine, explosions,
breakage or accidents to equipment, machinery, plants, facilities or lines of
pipe, electric power shortages, breakdown or injury of Vessels; or  (f)            any other causes, whether of the
kind enumerated above or otherwise, whether foreseeable or unforeseeable, and
that are not within the reasonable control of the Party claiming suspension and
which by the exercise of due diligence such Party could not have been able to
avoid or overcome.  A Partys inability
economically to perform its obligations hereunder does not constitute an event
of Force Majeure.  Gallonmeans a U.S. gallon of 231 cubic inches
corrected to 60 degrees Fahrenheit.  GoodIndustryPracticemeans the exercise of that degree of
skill, care, diligence, prudence and foresight that would reasonably and
ordinarily be expected from a skilled and experienced Product terminal operator
engaged in the same type of undertaking under the same or similar
circumstances.  Governmental
Authoritymeans any foreign or U.S. federal, state, regional,
local or municipal governmental body, agency, instrumentality, board, bureau,
commission, department, authority or entity established or controlled by a
government or subdivision thereof, including any legislative, administrative or
judicial body, or any Person purporting to act for them.  IndemnifiedPartyhas the meaning ascribed thereto in Section 18.1.  Indemnifying
Partyhas the
meaning ascribed thereto in Section 18.1.  Independent
Inspectormeansa licensed Person mutually acceptable to both Parties
who performs sampling, quality analysis and quantity determination of the
Products received or delivered hereunder.  Initial
Termhas the
meaning ascribed thereto in Section 7 of Attachment A.  Interest
Ratemeans the
prime rate of interest for large U.S. Money Center Commercial Banks, published
under Money Rates by The Wall Street Journal,
plus[**].  Liabilitiesmeans any losses, charges, damages,
deficiencies, assessments, interests, penalties, costs and expenses of any kind
related to or that arise out of this Agreement or any transactions hereunder
(including reasonable attorneys fees, other fees, court costs and other
disbursements), including any Liabilities that directly or indirectly arise out
of or are related to any Claim, Proceeding, judgment, settlement or judicial or
administrative order made or commenced by any Third Party or Governmental
Authority related to or that arise out of this Agreement or any transaction
hereunder.  Light
Oil Productshas
the meaning ascribed thereto in Section 1 of Attachment A-2. 
 ** Confidential Treatment
Requested.  3


MinimumAnnual Throughput
Commitmenthas
the meaning ascribed thereto in Attachment A-1.  Minimum
Monthly Commitment Amounthas the meaning ascribed thereto in Attachment A-1.  Minimum
Monthly Throughput Commitmenthas the meaning ascribed thereto in Attachment A-1.  Monthmeans a calendar month.  OnRevenueThreshold Dayshas the meaning ascribed thereto in Section 3.5.  Out ofServicehas the meaning ascribed thereto in Section 3.5.  PerformingPartyhas the
meaning ascribed thereto in Section 15.2.  Person
means any entity, including, without limitation, any corporation, partnership,
trust, other legal entity, group or individual.  Proceeding means any action, suit, Claim,
investigation, review or other proceeding, at law or in equity, before any
Governmental Authority, or before any arbitrator, board of arbitration or
similar entity.  Productmeans Light Oil Products.  RenewalTermhas the meaning ascribed thereto in Section 7
of Attachment A.  Southeast Terminals shall mean the refined
petroleum product terminals listed on Attachment A, denominated as the
Southeast Terminals, including all equipment and facilities related thereto,
and references thereto shall also be deemed to include the terminal manager
thereof, or his or her representative.  Tankshall mean the storage tanks listed in Attachment
A-3.  Termhas the meaning ascribed thereto in Section 7
of Attachment A.  Terminals shall mean the Southeast Terminals and
the Collins/Purvis Terminal.  TerminationPaymenthas the meaning ascribed thereto in Section 15.3.  Third
Partymeans any
entity other than Owner, Customer or their respective Affiliates.  Third
Party Claimhas
the meaning ascribed thereto in Section 18.3.  Throughputmeans (i) all Product
delivered from a Terminal or (ii) the re-delivery of Product.  Throughput
Feeshas the
meaning ascribed thereto in Attachment A-1.  ULSDhas the meaning ascribed thereto in Section 5.5.  Vesselmeans
an ocean-going tanker, barge or inland barge.  4


SECTION 2.         SERVICE, STATEMENTS, INVOICES,
DOCUMENTS AND RECORDS.  2.1(a)Owner will provide Customer services
related to the transportation, receipt, storage, Throughput, heating, additive
injection, blending and delivery of Customers Product to and from Customer (or
on behalf of Customer) into and out of the Tanks at the Terminals, and will
provide the facilities reasonably necessary to perform such services and
provide such additional services as may be provided under this Agreement and
its attachments, for the fees, rates and charges contained in this
Agreement.  Those services will be
performed in accordance with Good Industry Practice and in compliance with Applicable
Law.  (b)In providing the services referenced in Section 2.1(a),
it is Owners intention to maintain all Tanks and related facilities in good
operating condition (based upon their condition on the Effective Date), from
and after the Effective Date and during the Term hereof, including the making
of all repairs, replacements, additions or improvements thereof or thereto, in
accordance with Owners past practice, Good Industry Practice and Applicable
Law.  (c)Notwithstanding anything above to the
contrary, should circumstances arise which, in Owners judgment and in
accordance with Owners past practice and Good Industry Practice, lead Owner to
conclude that it is not economically feasible to repair, rebuild, reconstruct
or restore any Tank (including any related facilities thereto), then Owner may
remove such Tank (including any related facilities thereto) from service on a
permanent basis, subject to the adjustment of Throughput Fees as provided in Section 3.5;
provided, however, that in such event, Owner shall notify Customer in writing
within ten (10) Business Days of its decision not to place such Tank back
in service on  permanent basis. 
Thereafter, the Parties shall negotiate in good faith in an attempt to
develop a mutually acceptable future plan, if any, in respect of the Tank,
consistent with the procedures and cost obligations set forth in Section 4.11,
pursuant to which Owner may continue to provide Customer a mutually agreeable
level of service.  2.2On or prior to 12:00 noon Eastern Time
each Business Day, Owner will utilize its commercially reasonable efforts to
transmit to Customer a statement of receipts, deliveries, ending inventory,
copies of individual Tank gauging documents and pipeline meter tickets with
respect to the preceding day(s).  Such
daily inventory data will be provided by Owner to Customer in such format as
may be mutually agreed between the Parties. 
Such documents will be transmitted to Customer at the mailing address
and/or facsimile number indicated in Attachment A.  2.3Owner will use its commercially
reasonable efforts to provide Customer, on or prior to the fifth (5th)
Business Day of each Month during the Term of this Agreement, at the address
indicated in Attachment A, statements reflecting, with respect to the
preceding Month:  (a)           beginning inventory balances;  (b)           the volume of Customers Product
received into each Terminal;  (c)           the volume of loss of Customers
Product attributable to (i) Product flushing to eliminate residual
particles or other contaminants from pipelines, Tanks, valves or pumps, (ii) circumstances
involving Force Majeure, (iii) acts or omissions of Customer, (iv) re-grades
of Product resulting from commingling of Product in pipelines, (v) landing
Tank roofs or (vi) changing Tank lineups or services as requested by
Customer; and  (d)           the volume of Customers Product
delivered from each Terminal, other deliveries and ending Product inventory
balances;  together with an invoice
for the monthly Throughput Fees for the following Month and amounts due for any
other services provided by Owner with respect to Customers Product during the
preceding Month, as applicable, all as set forth in Attachment A.  5


Each such statement will
be considered a warehouse receipt under the Uniform Commercial Code and will
include those items required under law for a warehouse receipt.  In the event of any conflict between the
documents provided to Customer under Section 2.2 and the monthly
statements provided under this Section 2.3, the monthly statements
provided under this Section 2.3 will prevail as to the volume of Product
received and delivered by Owner, unless disputed by Customer within ninety (90)
calendar days of the date of such monthly statement.  2.4           Each Party will maintain a true and correct set of records
pertaining to its performance of this Agreement and will retain copies of all
such records for a period of not less than two (2) years following
termination or cancellation of this Agreement. 
Upon reasonable prior written notice, a Party or its authorized
representative may at its sole cost, during the Term of this Agreement and for
the aforesaid two (2) year period, inspect such records of the other Party
during normal business hours at the other Partys place of business.  SECTION 3.         FEES, CHARGES AND TAXES.  3.1           Customer will pay Owner, for services
provided under this Agreement, the Throughput Fees and any other fees and
charges as indicated in Attachment A.  3.2           All
fees and charges reflected in Owners invoices are due and payable within
fifteen (15) Business Days of the receipt of Owners invoice.  Payment must be made by electronic wire
transfer of same day available U.S. funds to Owners account and bank, both as
indicated on Owners invoice.  Invoices
may be sent by electronic mail and telephone facsimile. If Customer disputes
any portion of an invoice, Customer must pay the undisputed portion of the
invoice.  Overdue amounts or disputed
amounts that are resolved in favor of the Owner will accrue interest at the
Interest Rate from the date that payment is due until paid in full.  Customer agrees to reimburse Owner for all
actual costs (including  reasonable attorneys
fees and court costs) incurred and paid by Owner with respect to the collection
of past due amounts, including late payment charges, whether or not suit is
brought.  3.3           Customer
agrees to pay any and all taxes, fees, penalties or other charges and
assessments, (including any charge or payment in lieu thereof), including ad
valorem or property taxes, Product ownership taxes, and sales taxes on Terminal
services, Customers Product and Customers property at the Terminals.  Customer will indemnify and reimburse Owner
for all costs or expenses incurred and paid by Owner in association with the
foregoing taxes, expenses, fees or costs. 
Owner will be responsible for and pay all other applicable taxes levied
upon Owner, including any increases in taxes levied on Owners Terminals
(including real or personal property of Owner, or both) as a result of Customers
activities at the Terminals that Owner may be required to pay or collect under
Applicable Law.  3.4           Customer agrees not to challenge, protest or file a
complaint, or cause, encourage or recommend to any Affiliate or any other
Person that it challenge, protest or file a complaint with respect to any
rates, tariffs, rules, regulations in effect during the term of this Agreement
(as the same may be amended from time to time), provided, that such tariffs,
regulatory filings or rates do not conflict with the terms of this Agreement.  3.5           Other than with respect to a Force Majeure event, in the
event that any Tank is unavailable (Out of Service)
for Customers use due to any reason for a period of more than [**]days for a Light Oil Products Tank (the On Revenue Threshold Days), then
the monthly Throughput Fees due hereunder shall be adjusted and reduced on a
pro-rata basis for each calendar day of such unavailability pursuant to Attachment
A-4. 
 ** Confidential Treatment
Requested.  6


The starting time of a Tank
deemed Out of Service is when all the Product has been transferred out of the
Tank, the Tank stripped and the Tank valves panned/isolated.  A Tank shall be deemed back in service when
the Tank manway is closed and the Tank valves are no longer panned/isolated and
are ready to receive Product.  Notwithstanding the foregoing,
in the event that a Tank is Out of Service for a cleaning due to Product
quality issues not caused by Owners gross negligence or willful misconduct,
then the monthly Throughput Fees for such Tank shall remain due and all costs
attendant thereto will be for the account of Customer.  SECTION 4.         OPERATIONS, RECEIPTS AND DELIVERIES.  4.1           Customers
Product will be delivered to the Terminals by pipeline, truck, railcar or
Vessel, as applicable by Terminal, free of any charge to Owner.  Receipts and deliveries of Product will be
handled within the operating hours of the relevant Terminal as set forth on Attachment
A.  Owner may make temporary
changes in operating hours or temporarily close any Terminal without Customers
approval because of an extraordinary event. 
Owner will notify Customer of such temporary changes or closure in
advance, or as soon after implementation as is practicable.  Any charges to Customer related to Owners
decision to change operating hours or to close any Terminal, including but not
limited to demurrage, shall be for Owners account, excluding such changes in
operating hours or closures which are due to an event of Force Majeure.  4.2           Vessels
will be loaded and unloaded on first come, first serve basis as directed by the
applicable port authority or Owner, as applicable, and, other than as provided
in Section 4.1 or Section 4.6, Owner will not be responsible for the
payment of any demurrage or other costs incurred by Customer or its
transportation carrier with respect thereto, or for any delay in receipt or
Throughput of Customers Product to or from the Terminals; provided, however,
that once Customers Vessel is all fast at the berth, any delay in the receipt
or Throughput of Customers Product caused by the negligence or willful
misconduct of Owner (e.g. failure of equipment at such Terminal or inadequate
staffing) and costs attendant thereto, will be for the account of Owner.  4.3           Any
delay and demurrage caused by the failure of Customers Product to meet
required specifications hereunder, as determined pursuant to Section 5,
shall not be deemed to have been caused by Owner and any costs attendant
thereto shall be for Customers account. 
For the avoidance of doubt, any demurrage incurred by Customer during
the testing of Customers Product shall be solely for Customers account.  In the event Customers Vessel shall discharge
at multiple discharge ports, the foregoing shall apply to each such discharge
port.  4.4           Customer must arrange for and pay all
Third Party costs related to the receipt or delivery of Customers Product to
and from the Terminals. Owner is responsible only to receive or Throughput, as
the case may be, the Product at its Terminals. 
Unless otherwise provided by Owner in writing, Customer must provide
reasonably prompt notice to Owner  and
the relevant Terminal in a form reasonably acceptable to Owner (in accordance
with Section 13) containing all necessary shipping instructions, including
without limitation, the identity, quality and quantity of the Product and the
tentative arrival date(s) (the Arrival
Notice).  4.5           As this Agreement involves marine receipts
or Throughput of Product, Owner will advise Customer of the limitations of the
Vessel that may be berthed, including its maximum size, draw, draft and length,
the docks and associated positions to be used for each Product movement, as
well as the minimum pumping rates or pressure, as applicable, or both.  Owner and/or the applicable port authority
may change Vessel limitation, dock designation, and pumping rates or pressure
criteria from time to time upon prior reasonable notice to Customer.  If Owner determines that a Vessel is
unsuitable for the receipt or Throughput of Products, as Owner in its
reasonable discretion deems appropriate, Owner may refuse to load or unload
such Vessel and will advise the carrier and Customer of the situation promptly,
and request further instructions from the Customer.  It is the responsibility of Customer to
notify the appropriate Governmental Authorities 
regarding Vessel arrivals.  7


4.6           If any of Customers Vessels (i) fails
to vacate a berth upon completion of loading or discharge, (ii) fails to
discharge or load a barge within twenty-four (24) hours or within thirty-six
(36) hours for a Vessel, or (iii) fails to vacate in order to conduct
repairs, unless such failures are caused by an event of Force Majeure, then,
after having been notified by Owner to vacate, Customer shall be responsible
for all costs applicable to the berths, together with any costs incurred by any
Vessel which would otherwise be occupying such berth but for the failure of
Customers Vessel to vacate,  except for
such costs arising due to delay caused by Owner.  4.7           If Customer requires any change in
the shipping instructions, including, without limitation, the identity and
timing of the Product, Customer must provide notice of any change in the
Arrival Notice (in accordance with Section 13) to the Owner and the
relevant Terminal before the arrival of the Product at such Terminal.  Upon receipt of Customers shipping
instructions, Owner will immediately advise Customer of such Terminals
availability.  If such Terminal will not
be available to receive or deliver Customers Product on the communicated
arrival date, Owner will advise as to the earliest time when Customers Product
may be received or delivered at such Terminal. 
Customer will ensure that confirmation of the arrival date(s) and
time of the Product will be communicated to Owner and the relevant Terminal by
Customers carrier periodically, at intervals of at least 48, 24 and 12 hours
in advance of the anticipated date and time of arrival of the Product.  Notwithstanding the notice provisions of Section 13,
such communication may be effected by telephone, facsimile or electronic mail
directed to Owners representatives and the relevant Terminal manager.  If Customer fails to provide Owner and the
relevant Terminal the notice containing shipping instructions in a form
mutually agreed to by the Parties and in the manner required by this Section 4.7,
Owner will not be obligated to receive or Throughput Customers Product and
Owner will not be responsible for any Product loss directly attributable to
Owners receipt or Throughput of Product based upon erroneous shipping
instructions.  4.8           Owner will deliver to Customer, or to
its Affiliates, or to such Third Parties as Customer may direct, the Product
held by Owner at the Terminals for the account of Customer.  Customer is responsible for providing to
Owner documentation required to authorize deliveries of Product for or on its
behalf from the Terminals.  4.9           The services to be provided by Owner pursuant to this
Agreement are to be provided only with respect to Customers Product and will
be provided with respect to other products only with the prior written consent
of Owner.  If a special method of storing
or handling Product is required, or if Customer requests a swing of Tank
capacity, then Customer must notify Owner in sufficient time to enable Owner to
consider whether it will accept or reject the proposed changes in the
Product to be stored or the method of storing or handling the Product and to
take the necessary preparatory measures if Owner accepts such changes;
provided, however, that if Owner determines in good faith that a change in the
Tank lineup would have a negative impact upon the normal operation of the
relevant Terminal, Owner may, as noted above, reject Customers request.  Failing such notice, Owner will not be liable
for losses or damage incurred during the storage and handling of the Products
(except to the extent attributable to Owners negligence or willful
misconduct), including losses or damages which may be related to Owners
inability to employ the required method of storing or handling the Product, nor
will Owner be obligated to provide such special storage and handling service.  It is understood that in the event Owner
agrees to swing Tanks (change service) at Customers request, Customer shall
reimburse Owner for all costs associated therewith.  Typical costs associated with such changes
may include, but are not limited to, those costs incurred when draining and
cleaning Tanks and associated piping, performing piping and system
modifications necessary to maintain and provide normal facility and load rack
operations as well as modifications to Terminal automation systems necessitated
by such changes.  Owner will provide, if
requested by Customer, a reasonable estimate of costs prior to a requested
change of service.  In no case shall the
estimate be binding, and Customer will reimburse Owner for actual expenses
incurred.  All fixtures, equipment
and appurtenances attached to the Tanks, pipelines and other facilities of the
Terminals by either Party are and will remain the property of Owner.   No such items may be installed by Customer
without the prior written consent of Owner.  8


4.10         Following cancellation or termination of this Agreement,
Customer shall reimburse Owner for all costs commercially reasonable under the
circumstances incurred by Owner in cleaning such Tanks and pipelines to a
condition suitable for the storage of the grade of Product most recently stored
in such Tanks as of such termination date.  If Customer shall not
have removed Customers Product from the Tanks and/or pipelines within ten (10) Business
Days from the date of cancellation or termination of this Agreement, Customer
agrees to reimburse Owner for all costs and expenses reasonably incurred by
Owner in taking such action, plus a [**]handling
fee, as well as the cost of storage and handling of the Product removed, if
any, at the rate of [**] per Barrel
per day in addition to any other fees due hereunder.  Nothing herein, however, shall detract from
any lien that Owner may have at any time on the Product.  4.11         If any Governmental Authority requires installation of any
improvement, alteration or addition to any Tank or other equipment at any
Terminal for purposes of compliance with Applicable Law that would materially
interfere with or change the nature of the services provided under this
Agreement, Owner will notify Customer of (a) the cost of making any such
improvement, alteration or addition, after Owners efforts to mitigate such
costs, (b) when such improvement, alteration or addition must be
completed, and (c) Customers proportional share of such costs.  Owner will not be required to make any
improvements, alterations or additions to such Terminal in such circumstance,
unless Customer agrees to pay its share of such costs in the manner provided
below, or agrees in good faith with Owner for a ratable surcharge to be added
to the Throughput Fees.  All such
improvements, alterations or additions to such Terminal are and will remain the
property of Owner.  If Customer elects to pay its
share of such costs, Owner shall likewise pay its share of such costs and
proceed with the installation of the required improvement, alteration or
addition.  Customer may elect either to
pay its proportionate share of such costs in one lump sum or pay its
proportionate share of the costs on a prorated monthly basis over the remaining
Term of this Agreement.  In addition to
installation costs, these costs will include engineering and interest expense
(at the Interest Rate on the date of completion of such installation), and
subsequent reasonable expenses, if any, of operating or maintaining such
required installation.  Upon expiration
or earlier termination of this Agreement, all such improvements, alterations or
additions shall be the property of Owner.  If Customer elects, after
negotiating with Owner in good faith, not to share in such costs and Owner
chooses not to pay for such improvement, alteration or addition in lieu
thereof, and if Owner does not direct the affected Product to mutually
acceptable terminal assets owned by Owner or its Affiliates, then either Party
may terminate or release the affected facilities or Tanks from this Agreement,
with an equivalent reduction of the Throughput Fees by giving the other Party
notice of its intention no later than thirty (30) calendar days after Owners
receipt of notice of Customers election not to share in such costs.  4.12         Customer
will be responsible for providing all Tank bottoms and line fill: provided,
however in the event Tanks are in commingled service with Third Parties,
Customer shall only be responsible for its proportionate share thereof.  SECTION 5.         PRODUCT QUALITY STANDARDS AND
REQUIREMENTS.  5.1           Customer
warrants to Owner that all Product tendered by or for the account of Customer
for receipt by any Terminal will conform to the specifications for such Product
set forth in Attachment A-2 and will comply with Good Industry
Practice and all Applicable Law.  Owner
will not be obligated to receive or accept Product into any Terminal that is
contaminated, or that fails to meet the required quality specifications.  Owner may rely upon the analysis of the
Independent Inspector as well as the specifications and representations of
Customer set forth in the Arrival Notice as to Product quality.  Should Owner remove and dispose of any 
 ** Confidential Treatment
Requested.  9


water or other material
in or associated with Customers Product at any time, Customer shall reimburse
Owner for Owners actual costs and expenses incurred with respect to such
removal and disposal.  5.2           The
quality of Product tendered into any Terminal for Customers account must be
verified either by Customers laboratory analysis, or by an Independent
Inspectors analysis indicating that the Product so tendered meets Owners
minimum Product specifications set forth in Section 5.1.  Such analysis may be conducted on a periodic
basis in accordance with a quality compliance program implemented by Customer,
which program shall be subject to the approval of Owner, which approval shall
not be unreasonably withheld.  All costs
associated with such compliance program shall be borne by Customer.  Upon reasonable notice to Customer, Owner, at
its expense, may sample any Product tendered to Owner for Customers account
for the purpose of confirming the accuracy of the analysis.  5.3           Customers
storage of Product hereunder is segregated (unless noted by Tank in Attachment
A-3) and Owner may not commingle fungible Products received from or on
behalf of Customer with those fungible products of other Third Parties using
any Terminal without Customers consent. 
Prior to the time of each receipt from Customer, Customer shall deliver,
or cause to be delivered, to Owner a certificate setting forth the quality,
grade and other specifications of the Product; provided that Customer shall
utilize its best efforts to provide such certificate to Owner at least
twenty-four (24) hours prior to such receipt.  5.4           Each
Party may at all reasonable times make appropriate tests to determine whether
Customers Product stored or delivered meets required Product quality
specifications.  Owner shall be liable to
Customer for damages incurred by reason of contamination of Product, while in
Owners custody, which causes such Product to fail to meet the required Product
quality specifications.  Owner shall not
be liable to Customer for any damages in the event Customer or Customers agent
delivers Product into any Terminal which does not meet the required Product
quality specifications.  5.5           In
connection with the storage in any Tank of Product governed by the ultra low
sulfur diesel (ULSD) program of the United
States Environmental Protection Agency (the EPA), the
Parties shall submit a Diesel Programs Facility Registration form to the EPA
for the following Facility Activities: (i) with respect to Owner, Pipeline
or Pass-Through Terminal, and (ii) with respect to Customer, Refinery
and Import Facility.  Each Party shall
maintain such registration in full force and effect during the Term.  In the event of (i) any change to such
EPA program or any guidance or Applicable Law related thereto, or (ii) any
amendment to such EPA form which affects the above-referenced registration,
each Party shall update its registrations accordingly and the Parties will
cooperate with each other in connection therewith.   As set forth in EPAs regulations and
accompanying guidance, Owner covenants and agrees to comply with the EPA ULSD
program.  In its role as a distributor
and terminal, Owner shall be responsible for: 
(i) reporting all receipts and deliveries of Customers Products,
including volumes and designations, (ii) properly administering the
product transfer document requirements, (iii) compliance with all
applicable recordkeeping and reporting requirements, (iv) the
redesignation of Products as necessary, (v) compliance with the downgrade
provision for highway diesel fuel, and (vi) any and all other distributor
or terminal requirements set forth in Applicable Law related to the EPA ULSD
program.  In the event of any uncertainty
with respect to responsibility for any duties under the EPA ULSD program, the
Parties shall mutually agree to take all necessary or appropriate steps to
resolve such uncertainty, including consultation with EPA.  Each Party agrees to indemnify the other
Party for any losses or liabilities arising from its failure to comply with its
obligations under the EPA ULSD program, as set forth in this Agreement.  5.6Customer agrees
to maintain the level of Product in each Tank at the level that Owner
reasonably deems necessary, in accordance with Good Industry Practice, for the
safe operation of the Terminals and Tanks (including the right to lock down
Tanks) in the event of weather-related emergencies such as hurricanes.  Owner, at its reasonable discretion, may add
water to any Tank in the event Customers level of Product is insufficient to
achieve the required safety levels of Product in such Tank.  If water is added due to insufficient levels
of Product, such water shall be removed by Owner at Customers expense.  10


SECTION 6.         TITLE AND CUSTODY OF PRODUCT.  6.1           Title
to Customers Product will remain with Customer at all times subject to any
lien in favor of Owner created pursuant to the terms of this Agreement or under
Applicable Law.  Owner will assume
custody and risk of loss of the Products at the time such Product passes the
flange connection between the Third Party transportation carrier and that of
Owners receiving facilities.  6.2           For
Vessel receipts at the Terminals, custody and risk of loss of Products shall
pass to Owner upon receipt at the relevant Terminal when the Products pass the
last permanent flange connection between the Vessels discharge manifold and
the receiving pipeline at such Terminal. 
If Products are delivered to Customer by Vessel, custody and risk of
loss shall pass to Customer at the point where Products pass the last permanent
flange connection between the relevant Terminal pipeline and the Vessel.  6.3           For
pipeline receipts at any Terminal, custody and risk of loss of the Products shall
pass to Owner at the time the Products pass the flange connection between the
connecting pipeline and that of Owners receiving facilities.  If Products are delivered to Customer by
pipeline, custody and risk of loss of the Products shall pass to Customer when
the Products pass the flange connection between Owners delivery facilities and
that of the connecting pipeline.  6.4           If
Products are delivered to or received from Customer by truck or rail, custody
of the Products shall pass to Customer when the Products pass the last
permanent flange connection between the truck or rail car of Customers
transportation carrier and Owners loading assembly.  SECTION 7.         LIMITATION OF LIABILITY AND DAMAGES.  7.1           Upon
transfer of custody and risk of loss to Customer as provided in Section 6,
Owner shall have no further responsibility for any loss, damage or injury to
persons or property (including the Product) arising out of possession or use of
the Product, except to the extent that such loss, damage or injury is caused by
Product loss attributable to Owner or Owners gross negligence or willful
misconduct.  7.2           The maximum liability of Owner for
Product loss will not exceed, and is strictly limited to, the market value of
the Product at the time of the Product loss or immediately prior to its
contamination, plus the costs and expenses actually, reasonably and necessarily
incurred by Customer, plus any fines and penalties actually levied against and
paid by Customer by reason of such fault on Owners part.  Owner shall utilize commercially reasonable
efforts, in lieu of payment for any Product loss, to replace such Product with
Product of like grade and quality.  7.3           EXCEPT FOR THE PARTIES
INDEMNIFICATION OBLIGATIONS WITH RESPECT TO CLAIMS OF THIRD PARTIES, THE PARTIES
LIABILITY FOR DAMAGES HEREUNDER IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIFIC PERFORMANCE, LOST
PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL, CONSEQUENTIAL,
PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT, CONTRACT OR OTHERWISE, OF ANY
KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE, THE
SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE TERMINATION OF THIS
AGREEMENT.  EACH PARTY ACKNOWLEDGES ITS
DUTY TO MITIGATE DAMAGES HEREUNDER.  SECTION 8.         PRODUCT MEASUREMENT.  8.1           Quantities of Product received into
and delivered from the Terminals shall be determined as follows:  11


(a)           for
pipeline deliveries and receipts, volumes shall be determined by pipeline
meters or, if pipeline meters are not available, Owners tank gauges (as
verified by an Independent Inspector at Customers expense);  (b)           for
Vessel deliveries and receipts, volumes shall be based on shore tank gauges at
discharge (net barrels at 60°F in accordance with the table 6-B of ASTM
designation D-1250) as certified by the Independent Inspector.  Subject to the mutual agreement of the
Parties, a full line displacement shall be made under the Independent Inspectors
supervision, and displacement volumes shall be incorporated into the discharged
volumes.  During such measurement, shore
tanks shall be static where possible, and, if active, truck loading rack
Barrels shall be corrected to 60°F and added back into the receipt volumes;  (c)           for
any transfer or shipment of Product between Terminals and a Third Party
terminal or pipeline, which is made at Customers request, the measurement of
Owners tank gauges (as verified by an Independent Inspector, at Customers
expense) shall control and any measurement discrepancy between the receiving or
shipping Third Party and Owner shall be for Customers account;  (d)           If
tankage has movements in or out except for truck loading rack liftings (active
Tanks) during the pipeline measurement process, the applicable gauges and
meters will be observed and recorded by an Independent Inspector, unless
otherwise agreed to between the Parties in advance, to reflect actual
quantities received into and delivered from such active Tanks.  If shore tanks are active, except for truck
loading rack liftings, or the Independent Inspector cannot verify shore tank
measurements during inbound marine movements, then the Vessels discharge
figures with valid Vessel experience factor (VEF) shall be applied as certified
by the Independent Inspector.  If Vessel
VEF is not available, Vessel figures without VEF will apply; and  (e)           Absent
fraud or manifest error, the quantities of Products in storage at any time will
be determined from each Terminals inventory records of receipts and
Throughput.  Unless indicated otherwise,
quantity determinations will be based on a Barrel of Product and shall be
determined in accordance with the latest established API/ASTM standards for the
method of delivery.  All volumes shall be
temperature corrected to 60°F in accordance with the latest supplement or
amendment to ASTM-IP petroleum measurement tables (ASTM designated D#1250,
table 6(B)).  Gauging of Product
received, Throughput and in storage will be taken jointly by representatives of
the Parties; provided, however, that if Customer does not have representatives
present for gauging, then pipeline meter tickets, or, where pipeline meter
tickets are not available, Owners gauging, will be conclusive, absent fraud or
manifest error.  Customer may use an
Independent Inspector at its own expense at any time.  8.2           Terminal meters will be calibrated
periodically and upon each completion of repair or replacement of a meter, at
the meter owners expense.  Such
calibration shall be in accordance with the latest applicable state and county
standards including applicable API/ASTM standards to the extent adopted by and
incorporated in the applicable state and county standards.  If a meter is determined by either Party to
be defective or inoperative, such Party shall immediately notify the other
Party, and it will be the responsibility of the Owner to promptly make repairs
or replacements.  Product received or
delivered through a facility having an inoperative or defective meter will be
measured based upon before and after static Tank gauges and any active Tanks
measured in accordance with Section 8.1. 
In such event, the Parties shall appoint a mutually acceptable
Independent Inspector to gauge the applicable Tanks and the findings of the
Independent Inspector shall be final and binding on the Parties, except for
fraud or manifest error.  The Parties
shall share equally the cost of the Independent Inspector under this Section 8.2.  SECTION 9.         PRODUCT LOSS/GAIN.  9.1           During
such time as Owner is the custodian of Customers Product and Product Tank
roofs are floating,  Owner will indemnify
Customer against and is responsible for any Product loss (excluding any Product
loss attributable to items referenced in Section 2.3(c) and Section 4.7
above) that occurs while the  12


Product remains in
storage based upon measurements of each Product grade.  If Customer lands the Tank roofs at any time
during a Month, Customer shall be solely responsible for any and all Product
losses for the Month relating to Customers Product.  9.2           (a)           Each
Month, Owner will balance the Terminals in accordance with Section  2.3
and Section 8 to determine the net gain or loss of each Product.  Such monthly Product gains or losses shall be
for the account of Owner.  Owner shall
sell or buy such net gains or losses to or from Customer on the last day of
each Month pursuant to the pricing set forth in Attachment A-1.  (b)           To
the extent that the revenues received by Owner for net Product gains
attributable to the Terminals pursuant to the provisions of this Agreement in
any Contract Year during the Term hereof exceed the sum of [**],
Owner agrees to pay over to Customer, as soon as practicable after the end of
the Contract Year, but not later than thirty (30) days thereafter, a sum equal
to [**] of any such excess, such payment
to be made by wire transfer of immediately available U.S. funds to an account
designated by Customer in writing.  SECTION 10.       FORCE MAJEURE.  10.1         If either Party is unable to perform or
is delayed in performing, wholly or in part, its obligations under this
Agreement, other than the obligation to pay funds when due, as a result of an
event of Force Majeure, that Party may seek to be excused from such performance
by informing the other Party by oral notification promptly (in no event more
than one Business Day after learning of the occurrence of an event of Force
Majeure) of the event of Force Majeure with reasonably full particulars and
timing of such Force Majeure event. 
Promptly thereafter, the Party rendered unable to perform or delayed in
performing by the event of Force Majeure shall confirm such information in
writing.  Such Party also promptly shall
notify the other Party when the event of Force Majeure terminates.  The obligations of the Party giving notice,
so far as they are affected by the event of Force Majeure, will be suspended
during, but not longer than, the continuance of the event of Force
Majeure.  The affected Party must act
with commercially reasonable diligence to resume performance and notify the
other Party that the event of Force Majeure no longer affects its ability to
perform under the Agreement.  If Owner is
excused from providing service pursuant to this Agreement due to an event of
Force Majeure, the fees hereunder not already due and payable will be excused
or proportionately reduced, as appropriate, for so long as the Owners
performance is excused due to the event of Force Majeure.  10.2         The requirement that any Force Majeure
event be remedied with all reasonable dispatch shall not require the settlement
of strikes, lockouts, or other labor difficulty by the Party claiming excuse
due to an event of Force Majeure contrary to its wishes.  10.3         If either Party is rendered unable to
perform by reason of an event of Force Majeure for a period in excess of [**] consecutive calendar days, then the other Party may
terminate this Agreement with respect to the Tanks and related facilities
affected by such event of Force Majeure upon written notice to the Party
claiming excuse due to the event of Force Majeure, in which event, the
Throughput Fees shall be reduced on a pro-rata basis or waived, as appropriate,
for each Month or portion of a Month that the Tank or Tanks are unavailable due
to the Force Majeure event.  SECTION 11.       INSPECTION OF AND ACCESS TO TERMINAL.  11.1         Customer
shall have the right during Owners normal working hours and after reasonable
written notice to Owner and the relevant Terminal so as not to disrupt such
Terminals or Owners operation to:  (i)make periodic operational inspections of
any Terminal; 
 ** Confidential Treatment Requested.  13


(ii)conduct audits of any pertinent books and
records, including those related to receipts, Throughput, regrades and
inventories of Product; and  (iii)conduct physical verifications of the
amount of Product stored in any Terminal.  Customers right and that
of its authorized representatives to enter the Terminals will be exercised by
Customer in a way that will not interfere with or diminish Owners control over
or its operation of the Terminals and will be subject to reasonable rules and
regulations promulgated by Owner. 
Customer acknowledges that under this Agreement none of Customers
vehicles or vehicles acting on behalf of Customer will be granted access to the
Terminals until the owner of such vehicles and its employees or agents have
been properly qualified and such owner has executed a Terminal
Access Agreement
substantially in the form of Attachment B.  Customer acknowledges its awareness of the
terms of the Terminal Access Agreement. 
If there is any conflict between the terms of this Agreement and those
contained in the Terminal Access Agreement, the terms and provisions of this
Agreement shall take precedence.  11.2         Customer acknowledges that any grant by
Owner of the right of access to the Terminals to Customer or any of Customers
agents under this Agreement or under any document related to this Agreement is
a grant of a license only and shall convey no interest in or to the Terminals
or any part thereof to Customer or any of Customers agents, and may be
withdrawn by Owner at its discretion at any time.  SECTION 12.       ASSIGNMENT.  12.1         This
Agreement shall be binding upon and shall inure to the benefit of the
successors and assigns of each Party. 
Neither Party shall transfer or assign, hypothecate, pledge, encumber or
mortgage this Agreement or its rights or interests hereunder, in whole or in part,
or delegate its obligations hereunder, in whole or in part, or permit the Tanks
to be used by others, without the prior written consent of the other Party,
unless such transfer or assignment is to an Affiliate, in which case no consent
shall be required (but in which case the Party assigning to its Affiliate shall
give notice to the other Party).  For
purposes of this Section 12, assign will be considered to include:  (i)            any change in the majority ownership
or control of Customer or Owner;  (ii)any change in the majority
ownership of any Terminal, or any disposition of any Terminal that would
materially impair the services to be provided under this Agreement; and  (iii)any event that would result
in the day-to-day operation of any Terminal not being handled by an Affiliate
of TransMontaigne Inc. or by TransMontaigne Partners L.P., unless such
replacement operators creditworthiness is equal to or greater than that of
Owner and such replacement operator is, in Customers reasonable opinion,
capable of providing terminaling service at a level equivalent to that provided
by Owner;  provided
that, in connection with any of the foregoing clauses (i) through (iii),
the Parties agree that  (a)           Customers prior
consent thereto is not required,  (b)           Owner shall provide
Customer with reasonable advance notice of any such change or event, and  (c)           Customer shall have
the option to terminate this Agreement effective at any time prior to any such
change or event, which option shall be exercisable by Customer delivering
written notice thereof to Owner within ninety (90) calendar days of receipt of
notice from Owner pursuant to the preceding clause (b) above, which notice
shall designate the termination date.  14


12.2         If
Customer desires to assign all or a portion of its rights under this Agreement
to a Third Party, Owner agrees to consider such request in good faith and to
make reasonable commercial efforts to accommodate such request and consent to
such assignment for the remainder of the Term hereof, or such lesser time
period as the Parties may mutually agree.  12.3         Any
attempt to assign, hypothecate, pledge, encumber or mortgage this Agreement by
either Party in violation of Section 12.1 or Section 12.2 shall be null
and void.  The consent by Owner to any
assignment, hypothecation, pledge, encumbrance, or mortgage of this Agreement
at the request of Customer shall not constitute a waiver of Owners right to
withhold its consent to any other or further assignment, hypothecation, pledge,
encumbrance or mortgage of this Agreement. 
The absolute and unconditional prohibitions contained in this Section 12
and Customers agreement to them are material inducements to Owner to enter
into this Agreement and any breach thereof will constitute an event of default
hereunder permitting Owner to exercise all remedies provided for in this
Agreement or by Applicable Law.  SECTION 13.       NOTICE.  Any notice required under
this Agreement must be sent or transmitted by (a) United States mail,
certified or registered, return receipt requested (b) confirmed overnight
courier service, or (c) confirmed facsimile transmission properly
addressed or transmitted to the address of the Party indicated in Attachment
A or to such other mailing address or facsimile number as one Party shall
provide to the other Party in accordance with this provision.  All notices, consents, demands and other
communications hereunder are to be in writing and are deemed to have been duly
given or made on the delivery date if delivery is made during applicable normal
working hours, or on the next Business Day if delivered after applicable normal
working hours.  In the event a delivery
or notice deadline falls on a weekend or holiday, then the applicable deadline
will be extended to include the first Business Day following such weekend or
holiday.  SECTION 14.       COMPLIANCE WITH LAW AND SAFETY.  14.1.        Customer
warrants that the Products tendered by it have been produced, transported, and
handled, and Owner warrants that the services provided by it under this
Agreement, are in full compliance with all Applicable Law.  Each Party also warrants that it may lawfully
receive and handle such Products, and it will furnish to the other Party any
evidence required to provide compliance with Applicable Law and to file with
applicable Governmental Authorities reports evidencing such compliance.  14.2.        Customer
agrees that in order to have access to the Terminals, all Vessels used in
connection with this Agreement, will comply with Applicable Law, as well as
Owners safety rules and operating practices.  Customer will furnish Owner with information
(including Material Safety Data Sheets) concerning the safety and health
aspects of Products stored or delivered to the Terminals under this Agreement.  Owner will communicate such information to
all persons who may be exposed to or may handle such Products, including
without limitation, Owners employees, agents and contractors.  14.3         Upon
Owners receipt of notice from any Governmental Authority of any material
violation of any Applicable Law or the commencement of any Proceeding against
Owner for any material violation of any Applicable Law, which would materially
interfere with Owners ability to perform its obligations hereunder, Owner shall
promptly provide written notice to Customer setting forth the details thereof.  SECTION 15.       DEFAULT, WAIVER AND REMEDIES.  15.1         Default or Event of Default.  Notwithstanding any other provision of this
Agreement, the occurrence of any of the following events shall constitute a Default or Event of Defaulthereunder:  15


(a)           Failure to Pay.  Either Party fails to make payment when due
hereunder within two (2) Business Days of a written demand therefor, subject
to Section 3.2;  (b)           Misrepresentation.  Any representation or warranty, contained
herein shall prove untrue in any material respect on or as of the date it was
made or was deemed to have been made;  (c)           Failure to Perform.  Either Party fails to perform any material
obligation or breaches any covenant made to the other Party hereunder (other
than the Defaults enumerated in Section 15.1(a) or Section 15.1(d)),
which, if capable of being cured, is not cured to the satisfaction of the other
Party (in its sole discretion) within five (5) Business Days from the date
that such Party receives notice that corrective action is needed;  (d)           Bankruptcy.  Either Party becomes Bankrupt;  (e)           Repudiation.  Either Party shall repudiate, deny or
disaffirm its obligations hereunder or shall cancel, terminate, revoke or
rescind this Agreement without the express prior consent of the other Party; or  (f)            Challenge to Enforceability.  (i)            Any Proceeding shall have been
commenced by any Person (other than by either Party) seeking to cancel, revoke,
rescind or disaffirm the obligations of any Party to this Agreement (unless
such Party is contesting the Proceeding in good faith and such Proceeding is
withdrawn or dismissed with prejudice within fifteen (15) calendar days);  (ii)           Any court or other Governmental
Authority shall issue a judgment, order, decree or ruling to the effect that
any of the material obligations of any Party to this Agreement is illegal,
invalid or unenforceable in accordance with its terms; or  (iii)          Any claim or lien (other than Owners
statutory landlord/bailee lien, or any statutory liens for taxes not yet due)
is asserted or placed on any portion of Customers Product while stored at the
Terminals.  15.2         Remedies Upon a Default or Event of
Default.  Notwithstanding any other
provision of this Agreement, upon the occurrence and during the continuance of
a Default or Event of Default with respect to a Party  (the Defaulting
Party), the other Party (the Performing Party) may, in its sole discretion, in
addition to all other remedies available to it and without incurring any
Liabilities to the Defaulting Party or to Third Parties (for demurrage or any
other costs arising from delay or otherwise), may do any one or more of the
following:  (a)           withhold or suspend its performance
and obligations hereunder without prior notice to the Defaulting Party;  (b)           proceed against the Defaulting Party
for damages occasioned by the Defaulting Partys failure to perform; and  (c)           upon one (1) Business Days prior
notice to the Defaulting Party, immediately terminate this Agreement and settle
all amounts due between the Parties in accordance with Section 15.3.  Notwithstanding the foregoing, in the case of a Default or Event of
Default described in Section 15.1(d), no prior notice shall be required.  16


15.3Early Termination of Transactions under
this Agreement.  (a)When a Default or Event of Default has
occurred and is continuing, the Performing Party may, by notice given to the
Defaulting Party, designate a date not earlier than the date of such notice
(the Default Termination Date) on which all
transactions shall terminate and the Performing Party shall then determine the Termination Payment by:  (i)            determining
the amount of the Throughput Fees due Owner hereunder for the remaining Term of
this Agreement;  (ii)           determining
any other fees and charges due Owner or Customer hereunder, including without
limitation, fees due pursuant to Section 4.10; and  (iii)          netting
or aggregating all of the foregoing amounts to a single liquidated amount,
taking into account any sums received by Owner with respect to the enforcement
of Owners lien provided herein and proceeds received, if any, with respect to
the sale of Customers Product.  (b)For purposes of calculating the
Termination Payment, interest shall accrue in respect of any unpaid amounts,
from and including the date on which such amounts were originally due and
payable to the date of the Termination Payment. 
Interest shall accrue at the Default Interest Rate in the case of any
Termination Payment owing to the Performing Party.  (c)As soon as reasonably practicable after
the Default Termination Date, the Performing Party shall provide the Defaulting
Party with a statement showing, in reasonable detail, the calculation of the
Termination Payment and an invoice therefor. 
The Performing Party shall act reasonably in good faith, and its
determinations and calculations shall be binding in the absence of manifest
error.  If the Defaulting Party owes the
Termination Payment to the Performing Party, the Defaulting Party shall pay the
Termination Payment on the payment date designated in the statement, which
shall not be earlier than the second (2nd) Business Day after the Defaulting
Party receives the statement.  If the
Performing Party owes the Termination Payment to the Defaulting Party, the
Performing Party shall pay the Termination Payment within two (2) Business
Days after the date of delivery of the statement.  15.4Non-Exclusive Remedy. 
The Performing Party may enforce any of its remedies hereunder.  The Performing Partys rights under this Section 15
shall be in addition to, and not in limitation or exclusion of, any other
rights of setoff, recoupment, combination of accounts, lien or other right
which it may have, whether by agreement, operation of law or otherwise.  No delay or failure on the part of a
Performing Party to exercise any right or remedy shall constitute an
abandonment of such right or remedy and the Performing Party shall be entitled
to exercise such right or remedy at any time after a Default or Event of
Default has occurred.  15.5Indemnification. 
The Defaulting Party shall indemnify and hold harmless the Performing
Party for all Liabilities incurred as a result of the Default or Event of
Default or in the exercise of any remedies under this Section 15.  A Party shall reimburse the other Party for
its costs and expenses, including reasonable attorneys fees, incurred in
connection with the other Partys 
enforcement of, suing for or collecting any amounts payable by it
hereunder after entry of a final, non-appealable order.  To the extent practicable, the Performing
Party shall notify the Defaulting Party of all amounts owed under this Section 15
within 120 days of the Default Termination Date.  SECTION 16.INSURANCE.  16.1Insurance Required by Both Parties. 
Throughout the Term of this Agreement, each Party and its agents shall,
at such Partys sole expense, carry and maintain in full force and effect
insurance coverages,  17


with insurance companies rated not less than A-, IX by A.M. Best
or otherwise reasonably satisfactory to the other Party, of the following types
and amounts:  (a)           Workers Compensation coverage in
compliance with the Applicable Law of the states having jurisdiction over each
employee and employers liability coverage, and coverage under the Federal
Longshoremen and Harbor Workers Act and the Jones Act for all marine and Vessel
matters, in a minimum amount of [**] per accident, [**] disease per employee
and [**] disease policy limit.  (b)           Automobile liability coverage in a
minimum amount of [**].  (c)           Comprehensive or commercial general
liability coverage and umbrella excess liability coverage, which includes
bodily injury, broad form property damage and contractual liability coverages.  (d)           If Customers employees enter any
Terminal or perform any activity near any Terminal for any reason under this
Agreement, employers liability coverage in a minimum amount of [**] (combined
single limit) for each accident, including occupational disease coverage with a
limit of [**] for each employee and a [**] policy limit.  16.2         Insurance Required by Owner.  In addition to the insurance required
pursuant to Section 16.1, Owner shall provide comprehensive or commercial
general liability coverage and umbrella excess liability coverage in a minimum
amount of [**], which includes Product loss for Product in Owners care,
custody and control, and sudden and accidental pollution liability coverages
(excluding events that result in acidic deposition).  16.3         Marine Insurance Required By
Customer.  To the extent Customer
utilizes its own or contracted Vessels to deliver or receive Product, Customer
shall ensure that (a) the owner of each Vessel is properly entered in a
P&I Club that is a member of the International Group of P&I Clubs, and (b) the
owner of each Vessel maintains the following insurance on the Vessel:  (i)Hull and Machinery insurance, to the
market value of the Vessels;  (ii)P&I insurance (including pollution
liability but not towers liability covering cargo) including full mutual entry
in an international or American Group P&I Club with IGA pooling, or
alternatively maritime liability coverage evidenced on the SP-23 form or its
equivalent, including collision liability, towers liability except cargo, and
liability for seepage, pollution, containment and cleanup, with extensions for
marine contractual liability with a minimum liability limit of [**];and  (iii)coverage under the Federal Longshoremen
and Harbor Workers Act, the Jones Act, the Federal Death on the High Seas Act
and general maritime remedies of seamen including transportation, wages,
maintenance and cure whether the action is in rem or in personam.  Pollution liability
coverage should cover, if outside of a P&I Club entry, bodily injury,
property damage, including cleanup costs and defense costs resulting from
sudden and gradual pollution conditions of contaminates or pollutants into or
upon the land, atmosphere, or any water course or body of water.  WQ15 should be utilized as necessary to
comply with U.S. regulations, with limits of at least [**].  16.4         Additional Insurance Requirements.  (a)           Each Party shall cause its insurance
carriers to furnish, or shall use commercially reasonable effort to cause its
contracted Vessels to furnish, insurance certificates to the other Party, in a
form 
 ** Confidential Treatment Requested.  18


reasonably satisfactory to the other Party, evidencing the existence of
the coverages required pursuant to Sections 16.1, 16.2 and 16.3.  Each Party shall provide, or shall use
commercially reasonable effort to cause its contracted Vessels to provide,
renewal certificates within thirty (30) days of expiration of the previous
policy under which coverage is maintained.  (b)           Each Party shall include, or shall use commercially
reasonable efforts to cause its contracted Vessels to include, an endorsement
in the foregoing policies indicating that the underwriters agree to waive all
rights of subrogation to the extent of each Partys obligations.  Further, each Party shall name, or shall use
commercially reasonable effort to cause its contracted Vessels to name, the
other Party as an additional insured under the foregoing policies to the extent
of the indemnities required under this Agreement.  (c)           The mere purchase and existence of insurance coverage
shall not reduce or release either Party from any Liabilities incurred or
assumed under this Agreement.  (d)           In the event of a Product loss for which Owner must
indemnify Customer under this Agreement, Owners insurance shall be the primary
and exclusive coverage for such loss, notwithstanding the existence of other
valid and collectible insurance.  SECTION 17.       LIEN AND SECURITY INTEREST.  To secure any charges or fees due Owner under this
Agreement in relation to the Product, and in addition to any lien that Owner
may claim under Applicable Law, Customer hereby grants to Owner an irrevocable
first and preferred lien on and security interest in all of Customers Product
in the custody of Owner located at the Terminals.   If Customer should fail to pay such sums
owed by it to Owner, Owner shall provide Customer with notice of default as
provided in this Agreement and an opportunity to cure such default within a
period of fifteen (15) calendar days.  If
Customer has not cured such default within such fifteen (15) day cure period,
Owner may proceed in accordance with Applicable Law to enforce its lien,
including, without limitation, the sale of the Products in any commercially
reasonable manner, to satisfy all contractual and statutory obligations of
Customer under this Agreement, including, without limitation, all costs,
reasonable attorney fees, and expenses incurred by Owner in the enforcement of
its lien and the recovery of fees owed to Owner by Customer.  SECTION 18.       INDEMNIFICATION.  18.1         Duty to Indemnify.  Each Party (the Indemnifying
Party) shall indemnify and hold the other Party, its
Affiliates, and their employees, directors, officers, representatives, agents
and contractors (collectively, the Indemnified Party)
harmless from and against any and all Liabilities arising from the Indemnifying
Partys (a) breach of this Agreement, (b) gross negligence or willful
misconduct, (c) failure to comply with Applicable Law with respect to the
sale, transportation, storage, handling or disposal of the Product, unless and
to such extent that such liability results from the Indemnified Partys gross
negligence or willful misconduct, or (d) representations, covenants or
warranties made hereunder which prove to be materially incorrect or misleading
when made.  18.2         No Third Party Rights.  The Parties obligations to defend, indemnify
and hold each other harmless under the terms of this Agreement shall not vest
any rights in any Third Party, whether a Governmental Authority or private
entity, nor shall they be considered an admission of liability or responsibility
for any purposes other than those enumerated in this Agreement.  The terms of this Agreement are enforceable
only by the Parties, and no limited partner of Owner shall have a separate
right to enforce any provision of this Agreement, or to compel any Party to
comply with the terms of this Agreement.  18.3         Third Party Claims.  The Indemnified Party shall notify the
Indemnifying Party as soon as practicable after receiving notice of any Claim
or Proceeding brought against it that might give rise to an  19


indemnity claim under this Agreement (a Third
Party Claim) and shall furnish to the Indemnifying Party the
complete details within its knowledge. 
Any delay or failure by the Indemnified Party to give notice to the
Indemnifying Party shall not relieve the Indemnifying Party of its obligations
except to the extent, if any, that the Indemnifying Party shall have been
materially prejudiced by reason of such delay or failure.  18.4         Claim Procedure.  The Indemnifying Party shall have the right to
assume the defense, at its own expense and by its own counsel, of any Third
Party Claim; provided, however, that such counsel is reasonably acceptable to
the Indemnified Party.  Notwithstanding
the Indemnifying Partys appointment of counsel to represent an Indemnified
Party, the Indemnified Party shall have the right to employ separate counsel
reasonably acceptable to the Indemnifying Party, and the Indemnifying Party
shall bear the reasonable fees, costs and expenses of such separate counsel if
in such Partys reasonable judgment (a) the use of counsel chosen by the
Indemnifying Party to represent the Indemnified Party would present such
counsel with a conflict of interest or (b) the Indemnifying Party shall not
have employed counsel to represent the Indemnified Party within a reasonable
time after notice of the institution of such Third Party Claim.  If requested by
the Indemnifying Party, the Indemnified Party agrees to reasonably cooperate
with the Indemnifying Party and its counsel in contesting any Claim or
Proceeding that the Indemnifying Party defends, including, if appropriate,
making any counterclaim or cross-complaint. 
All reasonably incurred costs and expenses incurred in connection with
the Indemnified Partys cooperation shall be borne by the Indemnifying Party.  18.5         Settlement.  No Third Party Claim may be settled or
compromised by the Indemnified Party without the consent of the Indemnifying
Party, or by the Indemnifying Party without the consent of the Indemnified
Party.  Notwithstanding the foregoing, an
Indemnifying Party shall not be entitled to assume responsibility for and
control of any Proceeding if such Proceeding involves a Default or Event of Default
by the Indemnifying Party hereunder which shall have occurred and be
continuing.  SECTION 19.       CONSTRUCTION OF AGREEMENT.  19.1         Headings.  The headings of the sections and subsections
of this Agreement are for convenience only and shall not be used in the
interpretation of this Agreement.  19.2         Amendment or Waiver.  This Agreement may not be amended, modified
or waived except by written instrument executed by officers or duly authorized
representatives of the respective Parties.  19.3         Severability.  Any provision of this Agreement that is prohibited
or not enforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective only to the extent of the prohibition or lack of enforceability
without invalidating the remaining provisions of this Agreement, or affect the
validity or enforceability of those provisions in another jurisdiction or the
validity or enforceability of this Agreement as a whole.  19.4         Successors and Assigns and No
Third-Party Beneficiaries.  This
Agreement is for the exclusive benefit of the Parties and no other Person will
have any right or Claim against any Party under any of the terms of it or be
entitled to enforce any of the terms and provisions of it against any
Party.  This Agreement shall be binding
on the Parties and their respective successors and permitted assigns.  19.5         Entire Agreement and Conflict with
Attachments.  This Agreement
(including Attachments) contains the entire and exclusive agreement between the
Parties with respect to the subject matter hereof, and there are no other
promises, representations, or warranties affecting it.  The terms of this Agreement may not be
contradicted, explained or supplanted by any usage of trade, course of dealing
or course of performance and any other representation, promise, statement or
warranty made by either Party or their agents that differs in any way from the
terms contained herein will be given no force or effect.  In the case of any conflict between the body
of this Agreement and any of its Attachments, those contained in the
Attachments will govern.  20


SECTION 20.       REPRESENTATIONS AND WARRANTIES.  Owner, to the best of its
knowledge, after due inquiry, represents and warrants as of the Effective Date
as follows:  (a)           The Terminals are in good serviceable
condition; the Terminals are structurally sound; and the Terminals have been
and are being operated and maintained in accordance with Good Industry Practice
and Applicable Law.  Owner is not aware
of any discharge or release at the Terminals that could materially interfere
with the operation of the Terminals, or upon Owners ability to perform its
obligations under this Agreement.  (b)           There are no liens on any portion of
the Terminals that would adversely affect Owners ability to perform its
obligations under this Agreement.  (c)           There are no existing or threatened
labor disputes at the Terminals that could interfere with Owners performance
under this Agreement, and there is no litigation pending or threatened that
could have a material adverse effect upon Owners ability to perform its
obligations under this Agreement.  (d)           Owner owns and controls the Terminals
hereunder, and can provide the services to Customer in accordance with the
terms and provisions of this Agreement.  SECTION 21.       LAW.  21.1         CHOICE OF LAW.  THIS AGREEMENT AND THE RIGHTS AND DUTIES OF
THE PARTIES SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH AND ENFORCED
UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICTS
OF LAWS AND PROVISIONS.  21.2         JURISDICTION.  EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF ANY STATE COURT OF DELAWARE LOCATED IN WILMINGTON,
DELAWARE (WITHOUT RECOURSE TO ARBITRATION UNLESS BOTH PARTIES AGREE IN
WRITING), AND TO SERVICE OF PROCESS BY CERTIFIED MAIL, DELIVERED TO THE PARTY
AT THE MOST RECENT DESIGNATED ADDRESS. 
EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION TO PERSONAL JURISDICTION, WHETHER ON GROUNDS OF
VENUE, RESIDENCE OR DOMICILE.  21.3         WAIVER OF JURY TRIAL.  EACH PARTY FURTHER WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT.  21.4         TIME PERIOD FOR MAKING CLAIMS.  EXCEPT WHEN A SHORTER PERIOD IS EXPRESSLY
PROVIDED HEREUNDER, ANY CLAIM, OTHER THAN THIRD PARTY CLAIMS, ARISING HEREUNDER
SHALL BE DEEMED WAIVED AND BARRED WITHOUT RECOURSE TO LITIGATION UNLESS SUCH
CLAIM IS MADE PRIOR TO THE LATER TO OCCUR OF (i)  TWO (2) YEARS FROM
THE DATE OF THE EVENTS GIVING RISE TO THE CLAIM AND (ii) DISCOVERY OF THE
CLAIM.  SECTION 22.       SPECIAL
PROVISIONS.  22.1         Southeast
Terminals  [**] Projects.  Owner, promptly after the Effective Date,
shall provide Customer, from time to time, with a proposed authority for expenditure
(AFE) for the design,
engineering, 
 ** Confidential Treatment Requested.  21


construction,
installation, completion and placing into service facilities for the receipt,
storage and blending of [**] at various sites located at certain of the Southeast Terminals,
as more fully set forth on Schedule I attached hereto, as the same may
be amended from time to time pursuant to mutual written agreement between the
Parties, including estimated costs, anticipated commencement dates and
completion dates.  Upon Owners receipt
of approval of the AFE from Customer, Owner shall utilize its commercially
reasonable efforts to undertake, or cause to be undertaken, the design,
engineering, construction, installation, completion and placing in service of
the [**], at the sites and
Southeast Terminal locations specified in said Schedule I.  Owner shall undertake and
conduct, or cause to be undertaken and conducted, such construction,
installation and completion in a workmanlike manner and in accordance with
applicable industry standards and Applicable Law.  Owner shall be responsible for obtaining all
necessary consents and permits in connection therewith.  After commencement of construction, Owner, no
less than quarterly, shall provide Customer with a written
construction/completion date report outlining construction progress to date,
budget updates and such other information as Customer may reasonably request.  At such time as each [**]is completed and ready for service,
Owner shall provide written notice thereof to Customer, which notice shall
contain an invoice in reasonable detail evidencing the engineering, materials
and construction costs incurred by Owner in connection therewith.  Promptly after receipt of such notice and
invoice, but no later than ten (10) Business Days thereafter, Customer
shall pay to Owner a sum equal to the invoiced amount, plus [**]via wire transfer of immediately
available U.S. funds to an account designated by Owner in writing, provided, however,
that under no circumstances shall Customer be liable for any costs, liabilities
or damages in connection with any such project to the extent that such costs,
liabilities or damages (i) are incurred by Owner due to the failure of
Owner or Owners agents, contractors or employees to comply with Applicable Law
or (ii) arise due to the negligence or willful misconduct of Owner or
Owners agents, contractors or employees.  22.2         Collins/Purvis Terminal.  During
the Initial Term only and not for any Renewal Term, Customer shall have the
exclusive right to utilize any tanks that Owner may construct or refurbish and
place into operation at the Collins/Purvis Terminal; provided, however, that
Owner and Customer agree that such construction or refurbishment shall be
undertaken by Owner only upon the mutual written agreement of Customer and
Owner.  Further, in such event, the
Minimum Annual Throughput Commitment and Throughput Fees attributable to such
tankage shall be subject to good faith negotiation between and the mutual
agreement of Owner and Customer.  REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK 
 ** Confidential Treatment Requested.  22


This Agreement has been
executed by the authorized representatives of each Party as indicated below as
of the date below written.  TRANSMONTAIGNE PARTNERS
  L.P.
  
  MORGAN STANLEY CAPITAL
  GROUP INC.By:
  TransMontaigne G.P.
  L.L.C.Its General PartnerBy:
  /s/ Randall J. Larson
  
  By:
  /s/ Kenneth CarlinoName:
  Randall J. Larson
  
  Name:
  Kenneth CarlinoTitle:
  Chief Executive Officer
  
  Title:
  Vice PresidentDate:
  
  
  Date:


ATTACHMENT  A  1.CUSTOMER
ADDRESSES:  Customer Notice Address Morgan Stanley Capital Group Inc. 2000 Westchester Avenue, Floor 01 Purchase, NY  
10577-2530 Attention:   Randy OConnor Fax
No. 914-225-9298 Email:  randall.oconnor@morganstanley.com  Customer
Billing Address Morgan Stanley Capital Group Inc. 2000 Westchester Avenue, Floor 01 Purchase, NY  
10577-2530 Attention:   Ken Carlino Fax
No. 914-225-9298 Email:  kenneth.carlino@morganstanley.com  2.                TERMINAL AND OWNER ADDRESSES:  Terminal Notice AddressSoutheast
  TerminalsAlbany Terminal
  Americus Terminal1162 Gillionville Road
  Hwy. 280 West Plains RoadAlbany, GA   31707-3997
  Americus, GA   31719Attention:  Terminal Manager
  Attention:  Terminal ManagerTelephone:  229-435-4014
  Telephone:  229-924-3464Fax:  229-435-4641
  Fax:  229-928-5080Athens Terminal
  Bainbridge Terminal3450 Jefferson Road
  1909 E. Shotwell St.Athens, GA   30607-1477
  Bainbridge, GA   39819-4353Attention:  Terminal Manager
  Attention:  Terminal ManagerTelephone:  706-543-2254
  Telephone:  229-246-0955Fax:: 706-549-3775
  Fax:  229-246-6926Charlotte Terminal
  Birmingham Terminal7615 Old Mt. Holly Road
  1600 Mims Ave. S.W.Charlotte, NC   28214-1788
  Birmingham, AL   35211-3738Attention:  Terminal Manager
  Attention:  Terminal ManagerTelephone:  704-399-8378
  Telephone:  205-925-1824Fax:  704-399-6256
  Fax:  205-925-6311Doraville Terminal
  Collins Terminal2836 Woodwin Road
  Old Hwy. 49 SouthDoraville, GA   30360
  Collins, MS   39428Attention:  Terminal Manager
  Attention:  Terminal ManagerTelephone:  770-458-5588
  Telephone:  601-765-6878Fax:  770-451-4298
  Fax:  601-705-0446
  1 of 3


Griffin Terminal
  Greensboro Terminal643B E. McIntosh Road
  6801 West Market StreetGriffin, GA   30223-1248
  Greensboro, NC   27409Attention:  Terminal Manager
  Attention:  Terminal ManagerTelephone:  770-227-2033
  Telephone:  336-299-2611Fax:  770-228-4478
  Fax:  336-632-1732Macon Terminal
  Lookout Mountain Terminal5041 Forsyth Road
  5800 St. Elmo AvenueMacon, GA   31210-2106
  Chattanooga, TN   37409-2317Attention:  Terminal Manager
  Attention:  Terminal ManagerTelephone:  478-477-1711
  Telephone:  706-820-0826Fax:  478-471-9454
  Fax:  706-820-1877Rome Terminal
  Meridian Terminal2671 Calhoun Road
  1401 65th
  Avenue SouthRome, GA   30161-0102
  Meridian, MS   39307-7023Attention:  Terminal Manager
  Attention:  Terminal ManagerTelephone:  706-295-2521
  Telephone:  601-482-0832Fax:  706-290-0912
  Fax:  601-482-8918Spartanburg Terminal
  Selma Terminal680 Delmar Road
  2600 West Oak StreetSpartanburg, SC   29302-4352
  Selma, NC   27576Attention:  Terminal Manager
  Attention:  Terminal ManagerTelephone:  864-583-4168
  Telephone:  919-965-9442Fax:  864-583-1520
  Fax:  919-965-9473Fairfax Terminal
  Montvale Terminal3790 Pickett Road
  11685 Lynchburg Salem
  Turnpike W.Fairfax, VA  22031-3604
  Montvale, VA   24122Attention:  Terminal Manager
  Attention:  Terminal ManagerTelephone:  703-323-1500
  Telephone:  540-947-5004Fax:  812-424-4107
  Fax:  540-947-2643Norfolk Terminal
  Richmond Terminal77600 Halifax Lane
  1314 Commerce RoadChesapeake, VA   23324-0708
  Richmond, VA   23224-0567Attention:  Terminal Manager
  Attention:  Terminal ManagerTelephone:  757-545-8455
  Telephone:  804-233-9231Fax:  757-545-2375
  Fax:  804-233-9508Collins/Purvis
  TerminalCollins/Purvis Mississippi
  Terminal Complex135 Highway 588Collins, MS 39428Attention:  Terminal ManagerTelephone: 601-765-6631Fax:  601-765-1127
  2 of 3


Owner Notice Addresswith
  a copy to:TransMontaigne
  Partners L.P.
  TransMontaigne
  Partners L.P.1670
  Broadway, Suite 3100
  200
  Mansell Court East, Suite 600Denver,
  CO   80202
  Roswell,
  GA 30076Attention:  General Counsel
  Attention:  Gregory J. Pound, PresidentFax
  No. 303-626-8238
  Fax:  770-518-3595
  3.THROUGHPUT
FEES:  As
set out on Attachment A-1.  4.                OTHER FEES AND
CHARGES:  As set out on Attachment A-2.  5.                TANK DATA/UTILIZATION:  As set out on Attachment
A-3.  6.                 OPERATING
HOURS:24 hours/day; 7
days/week  Normal Working Hours:  6:00 a.m. to 6:00 p.m.; Monday
through Friday.  The
following holidays are currently
recognized by Owner:  New
Years Day Presidents
Day Good
Friday Memorial
Day Independence
Day Labor
Day Thanksgiving
Day Day
after Thanksgiving Day Christmas
Day  7.                TERM:  This Agreement shall
commence on the Effective Date and shall continue in effect through December 31,
2014 (the Initial Term).  No later than twelve (12) Months prior to the
expiration of the Initial Term, Customer shall provide Owner written notice of
Customers election to either terminate this Agreement, or to extend this
Agreement for an additional term of seven (7) Contract Years (the Renewal Term).  The Initial Term and any Renewal Term shall
be deemed, collectively, the Term
of this Agreement.  In the event Customer
fails to provide Owner written notice in accordance with the terms of this Section 7,
this Agreement shall terminate at the end of the Initial Term.  3 of 3


ATTACHMENT
A-1 Throughput
Fees  I.              Minimum Annual Throughput/Throughput Fees  Customer commits to
throughput the following minimum annual volumes of Product (the Minimum Annual Throughput Commitment )
through the dedicated Tanks pursuant to this Agreement at the respective
throughput fees (Throughput Fee)
per Barrel.  Such Throughput Fees charged
to Customer are for the receiving, handling, storing, blending and throughput
of the Product.  [**] 
 ** Confidential Treatment
Requested.  1 of 1


ATTACHMENT
A-2 Product  1.             Light Oil Productsmeans 
refined petroleum products that meet the specifications as published
from time to time by the Colonial Pipeline, including (i) all grades of
unleaded conventional gasoline and unleaded gasoline meeting conventional or
reformulated specifications, including 87 octane unleaded gasoline and 93
octane super premium gasoline; (ii) No. 2 high-sulfur, off-road, dyed
or un-dyed , non-taxable diesel fuel, with a minimum of 140°F flash point for
any waterborne Terminal; (iii) No. 2 low-sulfur, on-road, clear,
taxable diesel fuel, with a minimum of 140°F flash point for any waterborne
Terminal; (iv) Kerosene; (v) ULSD with a minimum of 140°F flash point
for any waterborne Terminal and having a sulfur content not in excess of [**],as tested
prior to receipt in the Terminals; (vi) Ethanol and  (vii) aviation grades of Kerosene.  In addition, all Products must meet all
applicable ASTM standards, including any applicable industry corrosion test
standards (e.g., NACE), as well as regulations regarding sulfur-related
corrosion (including the gasoline silver strip corrosion test) and the testing
and compliance requirements of ASTM D-130.  Notwithstanding the foregoing, and for any waterborne
Terminal, (i) ultra low sulfur, low sulfur and high sulfur diesel fuel
delivered at any time during the Term need not meet the Colonial Pipeline
specifications associated with the winterization of diesel fuels to prevent
gelling and (ii) from time to time during the Term of this Agreement,
Customer may request in good faith and make commercially reasonable efforts to
accommodate such request.  Where a
conflict or inconsistency exists between Colonial Pipeline specifications and
ASTM specifications, the ASTM specifications shall govern to the extent of the
conflict or inconsistency.  Off-Spec Products. 
If testing indicates that Product does not meet the applicable market
specifications prior to delivery to the Terminals, the Parties shall consult
and determine a mutually acceptable course of action, including rejection and
replacement of the Product and blending the Product up to the applicable market
specifications.  In the event that
off-spec Product is delivered, the Parties shall cooperate in making a Claim
against and in seeking the appropriate remedies from the delivering pipeline,
truck, railcar and/or Vessel.  In the
event the delivering party does not make appropriate remedies, Customer and
Owner shall cooperate to seek recovery from the original supplier of any costs
incurred by Owner or Customer associated with the delivery of the off-spec Products. 
 ** Confidential Treatment
Requested.  1 of 1


ATTACHMENT
A-3 TANK/DATA UTILIZATION  [**] 
 ** Confidential Treatment
Requested.  1 of 1


ATTACHMENT
A-4  [**] 
 ** Confidential Treatment
Requested.  1 of 1


ATTACHMENT B  TERMINAL ACCESS AGREEMENT (Agreement) (For Access to Owned or Operated
Facilities)  In
consideration of the privilege of access to any terminal owned or operated by TransMontaigne Partners L.P., or any subsidiary, or
affiliated or associated entity (Company), which privilege is, or may be
hereafter, granted by Company to the undersigned or any subsidiary, or
affiliated or associated entity (User), sometimes referred to collectively as
Parties and individually as Party, for the purpose of loading or causing to
be loaded, various liquid or petroleum products (Products) into transport
trucks or trailers and driving, or causing to be driven, the same to or from
the terminals, or for any other purpose agreed to by the Parties, User agrees
as follows:  1.             Until
further notice, User and such of its employees, agents, customers and carriers
as it designates from time to time (Agents) are granted access to such
Products terminals as Company may designate from time to time (Terminal) for
the sole purpose of loading Products into transport trucks or trailers and
driving the same to and from the Terminal. 
Each person designated by User to have the privilege of access to the
Terminal will be deemed for all purposes under this Agreement to be the Agent
of User.   User is absolutely responsible
for its Agents, their actions, and for their compliance or non-compliance with
the terms and conditions of this Agreement. 
The Terminals automation or other equipment may require the use of keys
or cards (Cards) for access to the Terminal or to actuate a system that
controls the Terminals entry and exit gates, truck loading racks and automated
accounting equipment.  Following Users
execution of this Agreement, such cards will be issued to User or its Agents at
those Terminals where such Cards are required and User agrees to accept such
Cards subject to the following terms and conditions:  (a)           The custody, control and use of all
Cards issued pursuant to this Agreement are Users sole responsibility.  It is Users responsibility to assure Cards
are used only by the individual to whom issued. 
Cards issued to Users Agents shall be deemed to have been issued to
User.  If any of such Cards become lost
or stolen, User must notify Company and the Terminal manager immediately by
telephone and confirm such telephone notification by confirmed telephone facsimile
or by letter mailed by Certified Mail, Return Receipt Requested, within
forty-eight (48) hours of such telephone notification.  Upon receipt of such written confirmation,
the verbal telephonic notification will become effective.  Written notification should be to
TransMontaigne Partners L.P., 1670 Broadway, Suite 3100, Denver, CO 80202,
or to facsimile number 770-518-3595 to the attention of the Executive Vice
President - Terminal Operations and to the appropriate Terminal Manager.  (b)           Unless and until notification is
effective as provided above, all Products loaded at the Terminal by use of one
of the Cards issued pursuant to this Agreement will constitute delivery of such
Product to User, and User will be obligated for payment accordingly.  (c)           All Cards issued pursuant to this
Agreement remain the property of the Terminal owner or operator.  Such Cards may not be duplicated.  It is Users responsibility to return all
Cards to Company immediately upon the termination of this Agreement.  (d)           User will give immediate written
notice to the Terminal manager of the identity of all User employees and Agents
to whom User allows, or discontinues allowance of, access to any Card for
purposes of exercising any rights granted in this Agreement.  2.             (a)           User acknowledges receipt of a copy
of and agrees to comply with all rules and regulations promulgated with
respect to the use of the Terminal, including, as applicable, vehicle load
release number verification.  Additional
copies of such rules and regulations are available to User and its
employees and Agents at all reasonable times at the Terminal.  User represents and warrants that its
employees and Agents will be fully aware of and knowledgeable in respect to
such rules and regulations and in those Terminals where Cards are used,
User will request access to the Terminal by only those employees and Agents
physically capable of handling loading equipment and properly instructed in the
characteristics and safe handling and loading methods associated with any
Product to be hauled.  User will be
solely responsible for the proper training and education of its employees and
Agents.  User will further ensure that
only those employees who are aware of the obligations undertaken in this
Agreement will have access to the Terminal. 
Terminal rules and regulations may be changed, amended or modified
at any time and will become binding on User and its Agents.  1 of 5


(b)           User will use only transportation
equipment and drivers that comply with all applicable U.S. Department of
Transportation regulations, as well as any and all other applicable federal,
state or local laws and regulations.  (c)           User will assure that all newly
carded drivers are adequately trained to safely and efficiently use the loading
equipment at the Terminal.  A drivers
access to the Terminal may be suspended for any reason or no reason at all,
including the Terminal managers, or his or her appointees, dissatisfaction
with a drivers loading methods.  If a
drivers access to the Terminal is suspended, User will be notified by Company
and User must immediately obtain from said driver all Cards in his or her
possession.  (d)           Each newly carded driver will be
required to sign a Driver Certification and Card Agreement (copy attached).  3.             The granting by
Company of the aforesaid privilege of access to the Terminal constitutes a
bare, non-assignable license and the same may be revoked by Company at any
time, in its sole discretion, without prior notice, and thereupon all Cards
must be returned by User to Company.  4.             User is aware of and acknowledges the risks associated with and
inherent in loading, transporting and otherwise handling the Products and with
the loading equipment at the Terminal. 
User assumes such risks and will indemnify Company and its parent
company and wholly owned subsidiaries and affiliates and each of their and
Companys agents, employees, officers and directors (Indemnified Group)
against any and all claims, causes of action, damages to person or property,
suits, costs, losses, fines, penalties, liabilities or expense (including,
without limitation reasonable attorney fees), of whatever nature (Claims), as
same are incurred, arising out of or in any way associated with, in whole or in
part, directly or indirectly, Users exercise or attempted exercise of the
privileges granted in this Agreement, or any act or omission of User, its
officers, servants, employees or Agents, except for Claims that result from or
arise out of the sole or gross negligence of the Company.  User will also indemnify the Indemnified
Group against any and all Claims resulting in whole or in part, directly or
indirectly, from the Users failure to comply with or its trucks to comply with
any and all applicable state or federal laws, rules and regulations, irrespective
of the negligence or fault of either Party. 
In addition to and separate and apart from other insurance obligations
that User may assume under the terms of this Agreement, insurance covering this
indemnity agreement must be provided by User to the extent permitted by
law.  Further, by requiring insurance in
this Agreement, Company does not represent that the required insurance coverage
and minimum limits will necessarily be adequate to protect Company, and such
insurance coverage and limits will not be deemed as a limitation on Users
liability under the indemnities granted to Company in this Agreement.  5.             User
is financially responsible for any Products withdrawn from the Terminal by use
of any Card delivered by Company to User or any Agent of User, provided,
however, that User will not be financially responsible for any such Product
which is withdrawn after Company has received verbal notice from User, properly
confirmed in writing, of the loss or theft of any of the Cards.  User will reimburse Company for any and all
costs reasonably incurred by Company to replace any Cards and to secure the
Terminal that may arise from or are caused by the loss or theft of any Cards.  6.             (a)           Prior
to exercising the privileges granted in this Agreement, User must obtain, at
its sole expense, with solvent underwriters acceptable to Company, insurance
for the term of this Agreement and furnish to Company, by delivery to the
Terminal manager, certificates evidencing the following minimum insurance
coverage and terms:  (i) 
Except for Users that are Mexican domiciled motor carriers, Workers
Compensation complying with the laws and statutory minimum coverage of the
state or states where performance under this Agreement takes place, whether or
not such coverage its required by law, including, coverage for voluntary
compensation and alternate employer and an other states coverage endorsement;  (ii) Commercial
General Liability (Standard ISO Occurrence Form) for bodily injury and property
damage, including the following coverage: 
premises/operations, independent contractors, blanket contractual
liability to cover the liability assumed by User in this Agreement, explosion,
collapse and underground, broad form property damage, products/completed
operations, sudden and accidental pollution liability, cross-  2 of 5


liability
coverage, and, where appropriate, stop-gap coverage with total limits to all
insureds for not less than [**]for each
occurrence and[**] aggregate for each annual
period (any annual aggregate limit will be amended to apply on a per project
or per location basis);  (iii) 
Automobile Liability with a limit for bodily injury and property damage of [**] each occurrence to include coverage for all owned,
non-owned and hired vehicles; and  (iv) 
Excess Liability of [**] in excess
of the limits for all of the above insurance policy types, except Workers
Compensation, to include a drop down provision in the event the underlying
limits are exhausted.  (b)           All policies of
insurance must be placed with American insurance companies rated by A.M.
Best Company as B+ or higher or with Underwriters at Lloyds of London or the
member companies of the Institute of London Underwriters.  It is expressly understood that the insurance
provision of this Agreement, including the minimum required limits outlined
above are intended to assure that certain minimum standards of insurance
protection are afforded by User and the specifications in this Agreement of any
amount will be construed to support but not in any way limit the amount or
scope of liabilities and indemnity obligations (express or implied) of
User.  The minimum limits required in
this Agreement for any particular type of insurance may be satisfied by a
combination of the specific type of insurance and umbrella or excess liability
insurance.  All deductibles applicable to
the minimum required coverage outlined in this Agreement, with or without the
consent of Company, will be for the sole account of the User.  (c)           Coverage under all
insurance required to be carried by User will be primary and exclusive of any
other existing, valid and collectible insurance and each policy (except the
Workers Compensation policy and in the case of the Automobile Liability policy
as to the additional insured obligation under clause (i) below), whether
or not required by the other provisions of this Agreement, will (i) except
in the case of short-term trip insurance obtained by Mexican domiciled motor
carriers, provide an endorsement that will make Company an additional insured,
with Company being entitled to the same protections as any other additional
insured party and (ii) otherwise provide a blanket waiver of subrogation
against Company and its parent company and wholly owned affiliates and
subsidiaries and each of their directors, officers, employees (Company Group)
and its underwriters that guarantees that Users underwriters similarly waive
such rights of subrogation. 
Notwithstanding the foregoing, the waiver of subrogation provided for in
this paragraph will not apply and will have no force and effect in the event an
employee of User files suit against the Company Group.  All liability policies will also provide
severability of interests and cross-liability coverage and a requirement that
Company be provided 30 days prior written notice of cancellation, material
change or non-renewal.  None of Users
obligations under this Section may be met through the means of any
self-insurance coverage or program.  (d)           Failure to secure
the insurance coverage, or failure to comply fully with any of the insurance
provisions of this Agreement, or the failure to secure such endorsements on the
policies as may be necessary to carry out the terms and conditions of this
Agreement will in no way relieve User from the obligations of this Agreement,
any provision of this Agreement to the contrary notwithstanding.  If liability for loss or damage is denied by
Users underwriters, in whole or in part, or substantially reduced because of
breach of such insurance requirements by User for any other reason, or if User
fails to maintain any of the insurance required by this Agreement, (i) to
the extent permitted by law, User will indemnify the Company Group and its
underwriters against all claims, demands, costs and expenses, including
reasonable attorney fees, which would otherwise be covered by said insurance, (ii) such
breach or failure to maintain will be deemed a material breach of this
Agreement and (iii) Company may procure the same and User will reimburse
Company for the cost of such policies or coverage.  (e)                       Further, User shall
require its Agents to maintain the insurance set forth above with the same
limits and conditions and shall be responsible for monitoring and enforcing the
same.  7.             Prior
to transporting any Products received at the Terminal under this Agreement and
if User is loading Products in a Terminal that uses Cards, User or Users
driver must include the following certification on the Companys bill of
lading:  This is to certify
that the above-named materials are properly classified, described, packaged,
marked and labeled, and are in proper condition for transportation according to
the applicable regulations of the Department of Transportation. 
 ** Confidential Treatment
Requested.  3 of 5


8.             The
terms, provisions and conditions of this Agreement extend to, are binding upon
and inure to the benefit of the Parties and their approved successors and
assigns; provided, however, User may not assign any of its privileges, duties
or obligations under this Agreement without the prior written consent of
Company, which consent will not be unreasonably withheld or delayed.  Any assignment made without obtaining such
prior approval will be deemed to be void.  9.             Nothing
in this Agreement will be construed to deny or otherwise limit Companys right
to refuse entry to, or to remove immediately from the Terminal, any person or
equipment.  10.           In
the exercise of the privileges granted in this Agreement, User and its Agents
will not in any event or for any purpose whatsoever be deemed to be the agent,
servant or employee of Company.  11.           This
instrument and any other instruments executed in conjunction with it contain
the entire agreement between the Parties with respect to Users loading
privileges at the Terminal and no other or prior agreement in respect of it,
written or verbal, will have any force or effect unless embodied in this
instrument. Any modification to this Agreement must be in writing signed by
both Parties.  12.           User
hereby affirms that all of Users underground storage tank systems and tanks
are lawful under and have been upgraded to meet all applicable federal and
state requirements.  13.           If
at any time, any portion of Users tanks or underground storage tank systems
become non-compliant with applicable state or federal laws, rules or
regulations or otherwise unlawful under such laws, rules or regulations,
User will immediately cease to store any petroleum or other products in such
tanks or systems until they are again fully compliant and lawful.  14.           Upon
transfer of Product from the rack loading spout to User, User shall be deemed
to have custody of the Product.  Upon
transfer of custody, User shall be solely responsible for the Products quality
should it differ from the quality of the sample taken from the tank delivering
the Product to the rack loading spout.  15.           (a)           User will pay, or cause the owner of
the Products or other position holder (as that term is defined by Federal
Treasury Regulations) to pay, all applicable taxes and charges (Taxes) levied
by any governmental authority on or in anyway applicable to the receipt,
delivery, storage, or removal of Products delivered into or from or otherwise
contained in the Terminal on Users behalf. 
User agrees to report and pay such Taxes directly to the proper taxing
authorities.  (b)           User will indemnify Company against
any Taxes that are applicable to Products as and when delivered under this
Agreement.  16.           Each
provision of this Agreement, or sub-part, is deemed independent and severable,
and the invalidity or partial invalidity or unenforceability of any one
provision or portion of this Agreement will not affect the validity or
enforceability of any other provision of it.  17.           This document is deemed to have been
made under and is governed by the laws of (i) the state where the Terminal
is located and if this Agreement applies to Terminals in more than one state, (ii) the
State of Colorado in all respects, including without limitations, matters of
construction, validity, and performance, except the choice of law rules of
that State that would require the law of another jurisdiction to apply.  18.           The failure of Company to insist upon
the complete performance of any provisions of this Agreement will not be
construed as a waiver of Companys right to at any time thereafter enforce such
provision completely.  4 of 5


EXECUTED
by User this            day
of                              ,
20      .  USER:By:Title:Address:Phone:  5 of 5