EXHIBIT B
                             CONVERTIBLE DEBENTURE
                             ---------------------

$  220,000.00                                          Los Angeles, California
                                   ,  199
     FOR  VALUE RECEIVED, the undersigned, PENN OCTANE CORPORATION, a Delaware
corporation,  its successors and assigns ("POC"), promises to pay to ZIMMERMAN
HOLDINGS  INCORPORATED,  a  California corporation, its successors and assigns
("ZHI"),  the  principal  sum  of  Two  Hundred  Twenty  Thousand  Dollars
($220,000.00),  together  with interest from and after the date hereof on said
principal  balance  as  shall  from  time to time remain unpaid at the rate of
eight and one quarter percent (8.25%) per annum, in the manner hereinafter set
forth.    The principal sum shall be due and payable on the business day which
is  twelve months from the date hereof (the "Maturity Date"), or, in the event
the  Maturity  Date  shall  fall on a Saturday, Sunday or holiday, on the last
business  day  immediately  preceding  the  Maturity  Date,  at which time all
principal and interest outstanding shall be due and payable.  Interest on this
Convertible  Debenture  shall be calculated on the basis of a 365-day year for
the actual number of days elapsed in any portion of a month for which interest
may  be  due.
     This  Convertible Debenture is the "Convertible Debenture" referred to in
that  certain  Purchase  Agreement,  of  even  date  herewith,  among  Wilson
Technologies Incorporated, a California corporation ("Wilson"), a wholly-owned
subsidiary  of  ZHI,  and  ZHI,  on  the  one  hand,  and  Wilson  Acquisition
Corporation,  a  Delaware  corporation,  a wholly-owned subsidiary of POC, and
POC,  on  the  other  hand (the "Purchase Agreement").  Capitalized terms used
herein  and  not  otherwise  defined  herein which are defined in the Purchase
Agreement  shall  have  the  same  meaning herein as set forth in the Purchase
Agreement.


     19

                                   ARTICLE I
                               CONVERSION RIGHT
     1.01           Conversion Right.  Subject to and upon compliance with the
                    ----------------
provisions  of  this  Article I, ZHI shall have the right, at its option, upon
written  notice  to  POC  not  later  than  two (2) business days prior to the
Maturity  Date, to convert, at the Maturity Date, the principal amount of this
Convertible Debenture into restricted Common Stock (as defined in Section 1.04
below)  of  POC, at a conversion price per share equal to eighty percent (80%)
of  the  average  market  price per share quoted by NASDAQ for the twenty (20)
trading  days  immediately preceding the date of conversion, upon surrender of
this  Convertible Debenture.  For purposes of this paragraph, market price per
share  of  POC  Common Stock for any day shall mean the average of the bid and
asked  prices  for  such  day.
     1.02    Issuance of Common Stock.  As soon as practicable after surrender
             ------------------------
of  this  Convertible  Debenture for conversion, as provided herein, POC shall
deliver  to  ZHI  certificates representing the restricted Common Stock of POC
into  which  this  Convertible  Debenture has been converted.  Such conversion
shall  be  deemed  to  have been made at the close of business on the Maturity
Date, so that all rights of ZHI under the Convertible Debenture shall cease at
such  time,  and  ZHI  shall  be treated for all purposes as having become the
record  holder  of  such  Common  Stock  at  such  time.
     1.03  Reserves.  POC covenants that it will at all times reserve and keep
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available,  free  from  preemptive  rights, out of its authorized but unissued
Common  Stock,  shares  sufficient  to  satisfy  the  conversion  obligations
hereunder.    POC  covenants that all shares of Common Stock which shall be so
issuable  shall,  upon  issuance,  be  duly and validly issued, fully paid and
non-assessable.    POC  shall from time-to-time, in accordance with applicable
law,  increase  the  authorized  amount  of  Common  Stock  if at any time the
authorized  amount  of  its  Common  Stock  remaining  unissued  shall  not be
sufficient  to  permit  the  conversion  hereunder.
     1.04    Common  Stock.  Whenever reference is made herein to the issue of
             -------------
Common  Stock,  the term "Common Stock" shall include only shares of the class
designated  Common  Stock, $.01 par value, of POC as of the date hereof, which
shall  have  registration  rights,  but which have no preference in respect of
dividends  or  of amounts payable in the event of any voluntary or involuntary
liquidation,  dissolution  or  winding  up of POC and which are not subject to
redemption  by  POC.
     1.05    Registration  Rights.    Any  Common Stock of POC acquired by ZHI
             --------------------
pursuant  to  this  Convertible Debenture shall be subject to the registration
rights  set  forth  below:
          (a)         If POC shall determine to register any of its securities
(other  than  a  Form  S-8  or other form suitable for employee benefit plans)
either  for  its  own  account  or  the  account  of  any  investor  who holds
registrable  securities  or to whom registration rights have been conferred by
POC  (hereinafter  "Holders"),  POC  shall:
               (i)          promptly  give  ZHI  written  notice thereof; and,
               (ii)          include  in such registration (and in any related
qualification  under blue sky laws, the securities laws of any state where the
securities are to be issued, or any other compliance), and in any underwriting
involved therein, all of the securities specified in a written request made by
ZHI to POC within twenty (20) days after the written notice from POC described
in  clause  (i)  above  (the  "Registerable  Securities").
          (b)          If  the registration of which POC gives notice is for a
registered  public  offering involving an underwriter, POC shall so advise ZHI
as  part  of  the  written  notice given pursuant to Section 1.05(a)(i) above.
          (c)        All registration expenses incurred in connection with any
registration,  qualification or compliance pursuant to this Section 1.05 shall
be  borne  by  POC;  provided,  however, that ZHI shall bear its own legal and
accounting  fees  and  costs  and  any  underwriting  discounts or commissions
incurred  in  connection  with  the  sale  of  its  shares  of  POC.

<PAGE>
          (d)     In the case of registration effected by POC pursuant to this
Section  1.05,  POC  shall keep ZHI advised in writing as to the initiation of
each registration and as to the completion thereof.  At its expense, POC shall
use  its  best  efforts  to:
               (i)     Keep registration effective for a period of one hundred
twenty (120) days or until ZHI has completed the distribution described in the
registration  statement  relating  thereto,  whichever first occurs; provided,
however, that such 120-day period shall be extended for a period of time equal
to  the  period  ZHI  refrains  from  selling  any securities included in such
registration  at  the  request  of  an  underwriter  of  POC;
               (ii)          Prepare and file with the Securities and Exchange
Commission,  or  any  other  federal  agency  at  the  time  administering the
Securities  Act  of 1933 (the "Commission") such amendments and supplements to
such  registration  statement  and the prospectus used in connection with such
registration  statement  as  may be necessary to comply with the provisions of
the  Securities  Act  of  1933,  as  amended, or any similar successor federal
statute  and the rules and regulations thereunder (the "Securities Act"), with
respect  to  the  disposition  of  all securities covered by such registration
statement;
               (iii)  Furnish  such number of prospectuses and other documents
incident  thereto, including any amendment of or supplement to the prospectus,
as  ZHI  may  from  time  to  time  request;
               (iv)       Notify ZHI at any time when a prospectus relating to
the  Registerable  Securities is required to be delivered under the Securities
Act of the happening of any event as a result of which the prospectus included
in  such  registration  statement,  as  then  in  effect,  includes  an untrue
statement  of a material fact or omits to state a material fact required to be
stated  therein  or necessary to make the statements therein not misleading or
incomplete  in light of the circumstances then existing, and at the request of
any such seller, prepare and furnish such seller a reasonable number of copies
of  a  supplement to or an amendment of such prospectus as may be necessary so
that,  as  thereafter  delivered  to  the  purchasers  of  such  shares,  such
prospectus shall not include an untrue statement of a material fact or omit to
state  a  material fact required to be stated therein or necessary to make the
statements  therein not misleading or incomplete in light of the circumstances
then  existing;
               (v)      Cause such Registerable Securities registered pursuant
to this Section 1.05 to be listed on each securities exchange on which similar
securities  issued  by  POC  are  then  listed;
               (vi)          Provide  a  transfer  agent and registrar for all
Registerable  Securities  registered  pursuant  hereto  not  later  than  the
effective  date  of  such  registration;  and

<PAGE>
               (vii)  Otherwise  use  its  best  efforts  to  comply  with all
applicable  rules and regulations of the Commission, and make available to its
security  holders,  as  soon  as reasonably practicable, an earnings statement
covering  the  period  of at least twelve months, but not more than 18 months,
beginning  with  the  first  month  after the effective date of a registration
statement,  which  earnings  statement shall satisfy the provisions of Section
11(a)  of  the  Securities  Act.
          (e)      POC will indemnify ZHI, each of its officers, directors and
partners, legal counsel and accountants and each person controlling ZHI within
the meaning of Section 15 of the Securities Act and Section 13 of the Exchange
Act,  with respect to which registration, qualification or compliance has been
effected pursuant hereunder, and each underwriter, if any, and each person who
controls,  within  the meaning of Section 15 of the Securities Act and Section
13 of the Exchange Act, any underwriter, against all expenses, claims, losses,
damages  and  liabilities  (or  actions, proceedings or settlements in respect
thereof)  arising  out  of or based on any untrue statement (or alleged untrue
statement)  of  a material fact contained in any prospectus, offering circular
or  other document (including any related registration statement, notification
or  the  like) incident to any such registration, qualification or compliance,
or  based  on  any  omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements therein
not  misleading,  or any violation by POC of the Securities Act or any rule or
regulation  thereunder  applicable  to  POC and relating to action or inaction
required  by  POC  in  connection with any such registration, qualification or
compliance, and will reimburse ZHI, each of its officers, directors, partners,
legal  counsel  and  accountants  and  each  person controlling ZHI, each such
underwriter  and  each person who controls any such underwriter, for any legal
and  any  other  expenses reasonably incurred in connection with investigating
and  defending  or settling any such claim, loss, damage, liability or action.
          ZHI shall give notice to POC, under this section, promptly after ZHI
has  actual  knowledge of any claim as to which indemnity might be sought, and
shall  permit  POC  to  assume the defense of any such claim or any litigation
resulting  therefrom,  provided  that  counsel  for POC, who shall conduct the
defense of such claim or any litigation resulting therefrom, shall be approved
by  ZHI  (whose  approval  shall  not  be  unreasonably withheld), and ZHI may
participate  in  such  defense at ZHI's expense, and provided further that the
failure  of ZHI to give notice as provided herein shall not relieve POC of its
obligations  under  this  Section  1.05(e),  to the extent such failure is not
prejudicial.    POC shall not, in the defense of any such claim or litigation,
except  with the consent of ZHI, consent to the entry of any judgment or enter
into  any  settlement  which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to ZHI of a release from all liability
in  respect  to  such claim or litigation.  ZHI shall furnish such information
regarding  itself  or  the  claim in question as POC may reasonably request in
writing  and as shall be reasonably required in connection with the defense of
such  claim  and  litigation  resulting  therefrom.
          If  the indemnification provided for in this Section 1.05(e) is held
by  a court of competent jurisdiction to be unavailable to ZHI with respect to
any  loss,  liability, claim, damage or expense referred to therein, then POC,
in  lieu of indemnifying ZHI hereunder, shall contribute to the amount paid or
payable  by  ZHI as a result of such loss, liability, claim, damage or expense
in  such  proportion as is appropriate to reflect the relative fault of POC on
the  one  hand  and  of  ZHI on the other in connection with the statements or
omissions  which resulted in such loss, liability, claim, damage or expense as
well  as  any  other relevant equitable considerations.  The relative fault of
POC  and  ZHI shall be determined by reference to, among other things, whether
the  untrue  or alleged untrue statement of a material fact or the omission to
state a material fact relates to information supplied by POC or by ZHI and the
parties'  relative intent, knowledge, access to information and opportunity to
correct  or  prevent  such  statement  or  omission.
          Notwithstanding  the foregoing, to the extent that the provisions on
indemnification  and  contribution  contained  in  any  underwriting agreement
entered  into  in  connection  with  any

<PAGE>
underwritten  public  offering  are  in  conflict  with  the  foregoing,  the
provisions  in  the  underwriting  agreement  shall  control.
          (f)          With a view to making available the benefits of certain
rules  and  regulations  of  the  Commission  which  may  permit  the  sale of
restricted  securities  to  the  public  without registration, POC, so long as
Wilson,  ZHI, William R. Zimmerman ("Zimmerman") or any affiliate thereof owns
any  POC  Common Stock acquired pursuant to this Convertible Debenture, agrees
to  use  its  reasonable  best  efforts  to:
               (i)        make and keep public information, as those terms are
understood  and defined in Rule 144 as promulgated by the Commission under the
Securities  Act, as such rule may be amended from time to time, or any similar
successor  rule that may be promulgated by the Commission ("Rule 144"), at all
times  from  and  after  ninety  (90) days following the effective date of the
first  registration  under  the Securities Act filed by POC for an offering of
its  securities  to  the  general  public;
               (ii)          file  with  the Commission in a timely manner all
reports  and  other documents required of POC under the Securities Act and the
Securities  Exchange Act of 1934, as amended, or any similar successor federal
statute  and the rules and regulations thereunder (the "Exchange Act"), at any
time  after  it  has  become  subject  to  such  reporting  requirements; and,
               (iii)  so  long  as  ZHI  owns any Common Stock of POC acquired
pursuant  to  this  Agreement, furnish to ZHI forthwith upon written request a
written  statement by POC as to its compliance with the reporting requirements
of Rule 144 (at any time from ninety (90) days following the effective date of
the  first  registration  statement  filed  by  POC  for  an  offering  of its
securities  to the general public), and of the Securities Act and the Exchange
Act  (at any time after it has become subject to such reporting requirements),
a  copy  of  the most recent annual or quarterly report of POC, and such other
reports  and  documents  so  filed  as  ZHI may reasonably request in availing
itself  of  any  rule or regulation of the Commission allowing ZHI to sell any
such  securities  without  registration.
          (g)     POC shall not limit the number of Registerable Securities to
be  included  in  a  registration  pursuant  to  this Section 1.05 in order to
include  in  the  offering  any  of  the  following:
               (i)          shares  held  by stockholders with no registration
rights;
               (ii)     founder's stock or any other shares of stock issued to
employees,  officers,  directors  or  consultants pursuant to any POC employee
stock  option  plan;  or,
               (iii)securities  registered  for  POC=s  own account unless POC
determines  in  good  faith  based  upon the advice of its underwriter that an
offering  of Registerable Securities in conjunction with securities registered
for  POC's  own  account  is  not  feasible  or  impracticable and will not be
successful  in  the  marketplace.

<PAGE>
          (h)       ZHI's rights under this Section 1.05 shall expire upon the
earlier  to  occur  of  the  following:
               (i)          expiration  of  the  applicable  holding  periods
restricting  the  resale  of  POC  Common  Stock  set  forth  in Rule 144; and
               (ii)        the occurrence of two (2) registrations effected by
POC  after  the  last  issuance  of  POC  Common  Stock  hereunder.
          (i)      Any share certificates delivered pursuant hereto shall bear
appropriate  legends.
                                  ARTICLE II
                               PREPAYMENT RIGHT
     2.01         Prepayment Right.  POC shall have the right, without premium
                  ----------------
or  penalty,  to  prepay  any or all of this Convertible Debenture on any date
prior  to  the Maturity Date upon five (5) business days written notice to ZHI
and  upon  payment of any or all of the principal amount and accrued interest,
if  any,  then  outstanding on this Convertible Debenture, in either shares or
cash,  at  the  option  of ZHI.  If a partial prepayment is made, such payment
shall  be  allocated  first  to interest accrued but unpaid, and thereafter to
principal  either  in direct order of maturity or inverse order of maturity as
POC  may  elect  at  the  time  such  prepayment  is  made.
     2.02       Conversion Option on Prepayment.  In the event that POC elects
                -------------------------------
to prepay any or all of this Convertible Debenture prior to the Maturity Date,
POC  shall provide ZHI with no less than five (5) business days written notice
prior  to  prepayment  of  this Convertible Debenture which notice shall state
POC's  intention  prepay  the  full  principal  amount  of  this  Convertible
Debenture, or any portion thereof, and the date on which such prepayment shall
be  made  (the  "Prepayment  Date").   ZHI shall have the option to notify POC
prior  to  the  Prepayment  Date  of  ZHI's election to receive fully paid and
non-assessable  shares  of  Common  Stock  of  POC,  in an amount equal to the
product  of  the amount of principal POC elects to prepay multiplied by eighty
percent (80%) of the market price per share quoted by NASDAQ on the Prepayment
Date, as payment of the unpaid principal amount, in lieu of cash on prepayment
of  this  Convertible  Debenture.
                                  ARTICLE III
                               COVENANTS OF POC
     3.01    Manner of Payment.  Except as set forth herein, all payments made
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on  account  of the indebtedness evidenced by this Convertible Debenture shall
be  made  in  currency and coin of the United States of America which shall be
legal  tender  for  the  public  and  private  debts  at  the time of payment.
     3.02  Place of Payment.  Payments are to be made at such place as ZHI may
           ----------------
from  time  to  time  in  writing  designate.
                                  ARTICLE IV
                         REMEDIES IN EVENT OF DEFAULT
     4.01    Event  of  Default.    The following shall constitute an event of
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default  under  this  Convertible  Debenture  (an  "Event  of  Default"):
          (a)         Non-payment of interest or principal on this Convertible
Debenture  within  five  (5)  business  days  after  the  due  date thereof in
accordance  with  the  terms  hereof;  or,
          (b)      In the event that:  (i) POC shall file a voluntary petition
in  bankruptcy  or  for  arrangement, reorganization or other relief under the
Bankruptcy  Code  of  1978, as amended (the "Bankruptcy Code"), or any similar
law,  state  or  federal,  now  or hereafter in effect; (ii) POC shall file an
answer  or  other pleading in any proceeding admitting insolvency, bankruptcy,
or  inability  to pay its debts as they mature or shall make an assignment for
the  benefit  of  creditors;  (iii)  within  sixty  (60) days after the filing
against POC of any involuntary proceeding under the Bankruptcy Code or similar
law,  state or federal, now or hereafter in effect, such proceedings shall not
have  been  dismissed  or  stayed;  (iv)  any  order  appointing  a custodian,
receiver,  trustee or liquidator of POC with respect to all or a major part of
its  property  is  not  stayed or vacated within sixty (60) days following the
entry  thereof.
     4.02    Acceleration.    At  any time after the occurrence of an Event of
             ------------
Default,  at the election of ZHI and upon written notice to POC, the principal
balance remaining unpaid hereon, together with accrued interest thereon, shall
become  at  once  due  and  payable.

<PAGE>
                                   ARTICLE V
                                 MISCELLANEOUS
     5.01        Voting. ZHI, as a holder of this Convertible Debenture, shall
                 ------
not be entitled to vote or receive dividends or be considered a shareholder of
POC  for  any  purposes,  nor  shall anything in this Convertible Debenture be
construed  to  confer  on  ZHI,  as  holder of this Convertible Debenture, any
rights  of  a  shareholder  of  POC  or any right to vote, to give or withhold
consent  to  any  corporate  action,  to  receive  notice  of  meetings  of
shareholders,  to  receive  dividends  or  subscription  rights  or otherwise.
     5.02          Investment  Representations.
                   ---------------------------
          (a)  ZHI  is  familiar  with  the  business and financial condition,
properties,  operations  and  prospects  of  POC;
          (b)       ZHI has been given full access to all material information
concerning  the  condition,  properties, operations and prospects of POC.  ZHI
and  its  advisors have had an opportunity to ask questions of, and to receive
information  from,  POC  and persons acting on its behalf concerning the terms
and  conditions  of  ZHI's  receipt  of  POC  Common  Stock, and to obtain any
additional information necessary to verify the accuracy of the information and
data  received by ZHI.  ZHI is satisfied that there is no material information
concerning the condition, properties, operations and prospects of POC of which
ZHI  is  unaware;  and,

<PAGE>
          (c)        ZHI has made, either alone or together with its advisors,
such  independent  investigation of POC, its management and related matters as
ZHI  deems to be, or ZHI's advisors have advised to be, necessary or advisable
in  connection  with its receipt of POC Common Stock; and ZHI and its advisors
have  received  all information and data which ZHI and its advisors believe to
be  necessary in order to reach in informed decision as to the advisability of
receiving  POC  Common  Stock;  and
          (d)       ZHI is acquiring this Convertible Debenture for investment
purposes  for  its  own  account and not with a view towards distribution, and
shall not dispose of any POC Common Stock except in compliance with applicable
securities  laws.
     5.03            Transfer.    Title to this Convertible Debenture shall be
                     --------
transferrable  by  ZHI,  at the sole and absolute discretion of ZHI, upon five
(5)  business days written notice to POC of such intent to transfer; provided,
however,  that  in  the  event  ZHI  assigns  this Convertible Debenture to an
individual or entity other than an affiliate of ZHI, such entity or individual
shall  have no conversion right under Article I hereof or any right to receive
POC  Common  Stock  upon  prepayment  under  Section  2.01 hereof.  Under such
circumstances,  POC  shall  have  the  option to convert the principal and any
interest  outstanding  into  its  common stock pursuant to Article I hereof or
Section  2.01  hereof,  as  the  case  may  be.
     5.04        Attorneys' Fees.  If any legal action or arbitration or other
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proceeding  is  brought  for  enforcement  of  this  Convertible Debenture, or
because  of  an  alleged  dispute,  breach,  default  or  misrepresentation in
connection  with  any provisions of this Convertible Debenture, the successful
or  prevailing  party  shall be entitled to recover reasonable attorneys' fees
and other costs incurred in that action or proceeding in addition to any other
relief  to  which  it  may  be  entitled.
     5.05           Interpretation.  Wherever possible, each provision of this
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Convertible Debenture shall be interpreted in such a manner as to be effective
and  valid  under  applicable  law,  but  if any provision of this Convertible
Debenture  shall be prohibited or invalid under applicable law, such provision
shall  be  ineffective to the extent of such prohibition or invalidity without
invalidating  the  remainder  of such provision or the remaining provisions of
this  Convertible  Debenture.    No delay or failure on the part of ZHI in the
exercise  of  any right or remedy hereunder shall operate as a waiver thereof,
nor  as  an  acquiescence  in  any  default,  nor  shall any single or partial
exercise  by  ZHI  of  any right or remedy preclude any other right or remedy.
     5.06            Amendment.  This Convertible Debenture may not be changed
                     ---------
orally,  but  only by an agreement in writing signed by the party against whom
enforcement  of  any  waiver,  change,  modification  or  discharge is sought.
     5.07   Governing Law.  POC agrees that this Convertible Debenture and the
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rights  and  obligations  of  all  parties  hereunder shall be governed by and
construed  under  the  substantive  laws  of  the  State  of  California.
     5.08     Late Charge.  Any payment hereunder which is not paid on the due
              -----------
date  thereof  and  which  shall  remain  unpaid  after ten (10) business days
written  notice  by  ZHI to POC shall bear a late charge equal to five percent
(5%)  of  the  amount  of  the  payment  which  is  not  paid  when  due.  POC
acknowledges  that  this late charge represents fair compensation for any loss
which  would be sustained by ZHI for administrative expenses and cost of money
wrongfully  withheld  by POC.  Such late charge shall be paid with the payment
with  respect  to  which  it is accrued.  In the event that the late charge is
deemed  to  constitute  interest  and  to  exceed the maximum rate of interest
allowable  under applicable law, then the obligation to be fulfilled  shall be
reduced automatically to the extent necessary to prevent the effective rate of
interest  from  exceeding  the  maximum  legal  rate.

     IN WITNESS WHEREOF, the undersigned has caused this Convertible Debenture
to  be  executed  as  of  the  day  and  year  first  above  written.



                              "POC"

                              PENN  OCTANE CORPORATION, a Delaware corporation



                              By:

                              Title: