[TRANSLATION]

                          TRANSFER OF SHARES AGREEMENT

     THIS  TRANSFER  OF  SHARES  AGREEMENT  IS ENTERED INTO ON NOVEMBER 4, 1999,
BETWEEN  JUAN  JOSE NAVARRO PLASCENCIA (HEREINAFTER REFERRED TO AS "SELLER") AND
PENN  OCTANE  CORPORATION,  REPRESENTED  IN  THIS  ACT  BY  __________________
(HEREINAFTER  REFERRED  TO  AS  "BUYER"),  ACCORDING  WITH  THE  FOLLOWING:

                            STATEMENTS AND WARRANTIES

     WHEREAS,  SELLER is an individual of Mexican nationality, owner of 5 (Five)
ordinary and nominative shares, with a face value of $1,000.00 National Currency
(One Thousand Pesos, National Currency), representative of the Series "A" of the
fixed capital of PENN OCTANE DE MEXICO, S.A. DE C.V. (hereinafter referred to as
"PENN  OCTANE  MEX");

     WHEREAS,  SELLER  desires  to transfer to PENN OCTANE CORPORATION, 5 (Five)
ordinary and nominative shares, with a face value of $1,000.00 National Currency
(One  Thousand  Pesos, National Currency) each, representative of the Series "A"
of  the  fixed  capital  of  PENN  OCTANE  MEX.

     WHEREAS,  PENN  OCTANE  CORPORATION  is  a mercantile corporation organized
under  the  laws  of  United States of America and desires to buy shares of PENN
OCTANE  MEX,  of  which  SELLER  is  the  owner;

     WHEREAS,  as  shown  in the records of PENN OCTANE MEX, the shares that are
transferred  through this agreement are the property of the SELLER and have been
totally  subscribed  and  paid  and  subscribed.

     BASED  ON  THE ABOVE RECITALS and in consideration of the mutual agreements
and  promises  of  this  agreement,  the  SELLER  and  the BUYER enter into this
agreement  in  accordance  with  the  following:


                                     CLAUSES

1.     Transfer  of  Shares.  Subject  to  the  terms  and  conditions  of  this
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agreement,  SELLER  transfers  to PENN OCTANE CORPORATION, 5 (Five) ordinary and
nominative  shares,  with  a  face  value  of  $1,000.00  National Currency (One
Thousand Pesos, National Currency) each, representative of the Series "A" of the
fixed capital of PENN OCTANE MEX. Said transfer shall be recorded in the book of
the shareholders' registry of PENN OCTANE MEX, as well as give the corresponding
notices  to  the  National  Registry  of  Foreign  Investments.

2.     Authorization  of  the  Transfer. SELLER states that prior to the date of
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execution  of  this agreement, PENN OCTANE MEX held a Board of Directors meeting
wherein  this  transfer was authorized, in accordance with that set forth in its
bylaws.

3.     Value  of  Transfer.  In  accordance with that set forth in the preceding
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clause  1  (one),  in  consideration  of  the  transfer of the shares agreed and
documented  in  this agreement, PENN OCTANE CORPORATION agrees to pay SELLER for
the shares transferred, the amount of $5,000.00 National Currency (Five Thousand
Pesos  National  Currency),  which represents the face value of such, certifying
that  said  price  has been totally and fully paid by PENN OCTANE CORPORATION to
SELLER,  who  have  received  it  and  found  to  be  satisfactory.


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4.     Effective  date  of the Transfer. All rights and obligations derived from
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this  Agreement  and  transfer  of  title  to  the shares subject matter of this
Agreement  shall  be  effective  as  of  the  execution  date of this Agreement.
Notwithstanding  the above, this Agreement and its legal effects shall remain in
force  until  any  of  the  following  conditions  are  met:

     a)     That  the Mexican Department of Commerce and Industrial Development,
Registry  of  Foreign  Investment  denies  to PENN OCTANE MEX its ruling request
whereby  it  is confirmed that foreign investment may participate in its equity,
taking  into  account  its main corporate purpose as to the transportation of LP
Gas  by  ducts;

     b)     That  the  Registry  of  Foreign  Investment  from the Department of
Commerce  and  Industrial Development denies, cancels or revokes registry of the
investment made by BUYER in connection with the shares of PENN OCTANE MEX, which
are  the  subject  matter  of  this  Agreement;

     c)     That  after  the execution of this Agreement BUYER, in its exclusive
discretion,  resolves  that  transfer  of  the  shares  subject  matter  of this
Agreement  is  not  convenient  to BUYER as a result of any inconsistency in the
financial  statements  of  PENN  OCTANE  MEX;

     d)     That following execution of this Agreement and after the legal audit
conducted  to PENN OCTANE MEX is carried out BUYER, in its exclusive discretion,
resolve  that  transfer  of  the  shares subject matter of this Agreement is not
convenient  to  BUYER  as  a  result of any inconsistency in connection with the
operation  and  management  of  PENN  OCTANE  MEX.

     If  any  of the above conditions is met all legal effects of this Agreement
shall  be  deemed  null and void in which case BUYER and SELLER shall return any
consideration  given  in connection with this Agreement as if this Agreement had
not  been  executed.

     SELLER  and  BUYER  hereby agree that if after the legal audit conducted to
PENN  OCTANE  MEX  is carried out it is discovered that the outstanding  paid-in
capital and number of shares issued by PENN OCTANE MEX is higher than $50,000.00
National  Currency  (Fifty  Thousand Pesos National Currency), represented by 50
shares,  both parties shall cooperate and execute any further transfer of shares
transactions as necessary to keep the proportion of 75% of outstanding shares in
the name of PENN OCTANE CORPORATION and 25% of outstanding shares in the name of
JORGE  BRACAMONTES  ALDANA.

In  order  to  cancel  this Agreement pursuant to the above, BUYER shall endorse
back  to  SELLER  all  share  certificates  and SELLER shall reimburse BUYER the
purchase  price  for  the  shares  subject  matter  of  this  Agreement.

5.     Representations and Warranties of SELLER.  SELLER represents and warrants
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to  BUYER  that PENN OCTANE MEX is duly organized in accordance with the laws of
the  Mexican  Republic.


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6.     Efficacy  of  the  Transfer.  This agreement will be considered effective
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and  the  transfer  of  the  property  of the shares of PENN OCTANE MEX shall be
perfected, once this agreement has been executed and the stock certificates have
been  endorsed,  subject  to  the  conditions  stated  in  Article  4  above.

7.     Continuity  of  Agreement.  This  agreement  shall be binding for all the
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contracting parties, as well as their heirs, assigns, as well as any other third
party  with  respect  to  which  there  shall  be transfers or the rights of the
transfers  of  same.

8.     Originals.  This  agreement shall be simultaneously signed by two or more
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originals, considering in each case an original and executing an original in its
totality  as  one  instrument.

     In  witness  of  the  foregoing,  the parties hereto execute this Agreement
effective  as  of  the  Fourth  of  November,  1999.

SELLER:

JUAN  JOSE  NAVARRO  PLASCENCIA




_______________________________

BUYER:

PENN  OCTANE  CORPORATION


By:__________________________________
Name:  ______________________________
Its:   ______________________________


WITNESS                                 WITNESS

By:______________________________       By:______________________________
Name:  __________________________       Name:  __________________________
Address:_________________________       Address:_________________________
_________________________________       _________________________________
_________________________________       _________________________________


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