TERMINATION AGREEMENT
      (this “Agreement”), dated as
      of November 17, 2010, among Penn Octane Corporation, a Delaware
      corporation (“POCC”), Rio Vista GP,
      LLC, a Delaware limited liability company (“RVGP”), Rio Vista
      Energy Partners, L.P. (“RVEP”) and Rio Vista
      Operating Partnership (“RVOP”).  POCC,
      RVGP, RVEP and RVOP are collectively the
  “Parties”.

                  


          

        

      

       

    

    WHEREAS,
the Parties are parties to a certain Omnibus Agreement dated as of September 16,
2004, as amended by Amendment No. 1 thereto dated as of September 16, 2004 (as
amended, the “Omnibus
Agreement”), pursuant to which, inter alia, POCC agreed to
provide certain services to and on behalf of the other Parties in respect of the
operation of the business and assets of RVGP and RVEP;

     

    WHEREAS,
pursuant to that certain Securities Purchase and Sale Agreement by and among
Central Energy, LP (as successor by assignment to Central Energy, LLC)(“Buyer”), RVEP and POCC (as
amended, the “Purchase
Agreement”), Buyer purchased all of the membership interests in RVGP and
Common Units in REVP representing approximately 80% of all outstanding Common
Units;

     

    WHEREAS,
it is a condition to the closing of the transactions contemplated by the
Purchase Agreement that the Omnibus Agreement be terminated;

     

    NOW,
THEREFORE, in consideration of the promises and the mutual covenants set forth
herein, the parties hereto agree as follows:

     

    1.           Termination.  The
Omnibus Agreement is hereby terminated effective immediately and is of no
further force or effect.   The parties acknowledge and agree that
their respective rights and obligations under the Omnibus Agreement are hereby
mutually terminated and released in full except for such provisions thereof as
expressly survive any such termination.

     

    2.           Further
Actions.  Each party hereto hereby covenants and agrees that,
at any time and from time to time after the date hereof, at the request of any
other party hereto or its permitted successors or assigns, it will (a) promptly
and duly execute and deliver, or cause to be executed and delivered, all such
further documents and instruments, and (b) promptly take all such other and
further action, in each case as may be reasonably requested by the relevant
requesting party to further evidence, implement or effectuate the provisions of
this Agreement

     

    3.           Entire
Agreement.  This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter contained
herein and shall supersede and cancel all other agreements and understandings,
written or oral, related to the subject matter herein.  No amendment
or modification of this Agreement shall be valid unless made in writing and
signed by all of the Parties.

     

    4.           Miscellaneous.  This
Agreement shall be construed and enforced in accordance with the laws of the
State of New York, without regard to any conflicts of laws provisions
thereof.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and
permitted assigns.  This Agreement may be executed in multiple
counterparts, each of which executed counterparts (including executed
counterparts delivered by facsimile or by e-mail) shall be deemed an original,
and all of which shall constitute one and the same document.  This
Agreement may not be modified, changed or supplemented, nor may any obligations
hereunder be deemed waived, except by written instrument signed by the party to
be charged.

     

     [Signature
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    IN
WITNESS WHEREOF, the parties have executed this Termination Agreement as of the
day and year first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                PENN
      OCTANE CORPORATION

                              
	 
      	 
      	 
      
	 
      	
                                By:

                              	
                                /s/ Ian T. Bothwell

                              
	 
      	
                                Name:
      Ian T. Bothwell

                              
	 
      	
                                Title:
      President

                              
	 
      	 
      	 
      
	 
      	
                                RIO
      VISTA ENERGY PARTNERS, L.P.

                              
	 
      	
                                By:
      Rio Vista GP, LLC

                              
	 
      	 
      	 
      
	 
      	
                                By:

                              	
                                /s/
      Ian T. Bothwell

                              
	 
      	
                                Name:
      Ian T. Bothwell

                              
	 
      	
                                Title:
      President

                              
	 
      	 
      	 
      
	 
      	
                                RIO
      VISTA GP, LLC

                              
	 
      	 
      	 
      
	 
      	
                                By:

                              	
                                /s/ Ian T. Bothwell

                              
	 
      	
                                Name:
      Ian T. Bothwell

                              
	 
      	
                                Title:
      President

                              
	 
      	 
      	 
      
	 
      	
                                RIO
      VISTA OPERATING PARTNERSHIP L.P.

                              
	 
      	 
      	 
      
	 
      	
                                By:

                              	
                                /s/ Ian T. Bothwell

                              
	 
      	
                                Name:
      Ian T. Bothwell

                              
	 
      	
                                Title:

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      Signature
Page to Termination Agreement