**Exhibit 10.48****EMPLOYMENT AND NON-COMPETITION AGREEMENT**This EMPLOYMENT AND NON-COMPETITION AGREEMENT (the “Agreement”) is effective as of the 27thday of July, 2007 (the “Effective Date”), and is made by and between Regional Enterprises, Inc., aVirginia corporation (herein referred to as “Employer” or “Company”), and W. Gary Farrar, III, anindividual currently residing in the Commonwealth of Virginia (the “Employee”).WHEREAS, the Employer specializes in liquid bulk storage, railcar transloading andtransportation of bulk liquids, including hazardous, non-hazardous and food grade products(“Employer’s Business”);WHEREAS, the Employer is the successor by merger to Regional Enterprizes, Inc., a Virginiacorporation and the former employer of Employee prior to the Effective Date;WHEREAS, the Employer is a wholly owned subsidiary of Rio Vista Energy Partners L.P., aDelaware limited partnership (“RVEP”);WHEREAS, the Employer desires to retain the Employee as the Vice President, Director ofMarketing; andWHEREAS, effective as of the Effective Date, the Employee desires to serve the Employer as theVice President, Director of Marketing on the terms and conditions provided in this Agreement, andacknowledges that such terms and conditions provide adequate consideration and benefits to theEmployee;NOW, THEREFORE, in consideration of the promises, covenants and agreements of the Employer andthe Employee (collectively, the “Parties”) contained in this Agreement and in consideration of theEmployee’s continued employment by the Employer, and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:**1. ****Position and Duties**. The Employer hereby agrees to employ the Employee as its VicePresident, Director of Marketing. In this role, the Employee shall be responsible for customerrelationships, customer growth/development, customer retention as it relates to Sales and Marketingof the Employer and any other duties reasonably assigned by the Employer (“Job Description”).Employee will report directly to the President/Chief Executive Officer of Employer or RVEP. TheEmployee will perform his duties at the principal office of the Company in Hopewell, Virginia, orat such other locations as the Company and the Employee shall hereafter agree, including suchtravel as reasonably required for the efficient and effective performance of his duties. Employeeshall devote substantially all of his business time and expend his best efforts, energies andskills to the diligent and faithful performance of his employment responsibilities. Thoseresponsibilities may change at the discretion of the Employer or RVEP. However, in all cases theresponsibilities and duties of Employee will notbe changed significantly from those described above, but in no event will such responsibilities andduties include being primarily responsible for the day to day operations of the Employer.
 
 

 
**2. ****At-will employment**. Employee’s employment with Employer is at-will, meaning thatEmployer or Employee can terminate the employment relationship at any time, for any reason, with orwithout good or just cause.**3. ****Compensation.** The Employee’s annual base salary as of the effective date of thisAgreement will be Two Hundred Ten Thousand Dollars ($210,000.00) (“Base Salary”). This Base Salarymay increase subject to annual performance evaluations by the Employer and is subject towithholdings and other deductions by reason of Federal, State or local law. The Employer shall paysuch Base Salary in accordance with its regular payroll dates. The Employee shall also be eligiblefor any annual bonuses, if any, awarded to employees of the Employer in accordance with the termsor criteria set for such bonus awards. The Employer also agrees to reimburse the Employee for allreasonable business expenses incurred by the Employee in connection with the performance of theEmployee’s employment responsibilities and obligations under this Agreement, subject to anyestablished reimbursement policies of the Employer in effect from time-to-time.**4. ****Benefits****.**The Employee shall be entitled to the following benefits during hisemployment:a. Paid Time Off. The Employee shall be allowed vacation of three (3) weeks, sickleave, and personal leave, in an amount pursuant to the leave allowances as set forth fromtime-to-time in the Employer’s policies and procedures.b. Medical Insurance. The Employee and the Employee’s immediate family shall beentitled to health insurance benefits comparable to those benefits made available generally toother employees of the Employer. In addition, Employee will have the continued benefit of fullquarterly reimbursement of all healthcare-related expenses with exception of employees’ paidportion to semi-monthly premiums. This reimbursement is not to exceed $2,500 during any quarterlyperiod (beginning on the Effective Date) provided such expenses were actually incurred during theperiod.c. Salary Withholding Plans. The Employee shall be entitled to participate in anyemployee benefit plan that the Employer has in existence pursuant to Paragraph 403(b) or 401(k) orany other provision of the Internal Revenue Code providing for tax-deferred salary withholdingplans in accordance with the same terms and conditions that the Employer may make availablegenerally to other employees of the Employer.d. Commissions: Employee will be entitled to commissions based on the revenue of theCompany as set forth in Exhibit A, attached to this Agreement and incorporated herein by reference.
 
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e. Employer options: Employee will be entitled to receive options to purchase 25,000common units of RVEP with an exercise price equal to the closing price ofRVEP units on the date of the grant. Such options shall expire five years from the date of thegrant and shall vest ratably for each month over a period of twenty-four months. The options willbe exercisable only during the end of a calendar quarter. If termination of Employee’s employmentoccurs for any reason, all of Employee’s vested options shall expire on that date which is sixmonths from the Separation Date (defined herein). Employee shall not be entitled to any additionalvesting of options beyond the Separation Date. The common units acquired through the exercise ofthe option will be restricted as provided for under regulations of the Securities and ExchangeCommission. RVEP is under no obligation to register the underlying common units.**5. ****Limited Restrictive Covenants.** For and in consideration of Employee’s continuedemployment, compensation, employee benefits and other good and valuable consideration, theadequacy, sufficiency and receipt of which is hereby acknowledged, and intending to be legallybound, the Employee agrees to the following:a. Confidentiality of Employer’s Business Records and Information: The Partiesacknowledge that in the course of performing the duties of the Job Description and due toEmployee’s previous employment with the Employer, Employee has had and will have frequent contactwith Employer’s existing and prospective customers and will have or will develop familiarity withEmployer’s methods of operation, including, but not limited to: (i) the Employer’s methods ofestimating the cost of Employer’s products and services, (ii) the specifications for Employer’sproducts and services, and/or (iii) the Employer’s techniques of promoting, selling, and supplyingits services to its customers (“Employer’s Business Practices”). The Employer’s BusinessPractices, all records, whether original, duplicated, computerized, electronic, memorized,handwritten or in any other form, and all information contained therein, including names,addresses, phone numbers, and account and financial information of any customer, client, customerlead or prospect, any person or entity to whom or to which the Employer provided services, or anyperson or entity to whom or to which the Employer submitted or made a bid, proposal, or offer ofsale for the purpose of providing services (“Customer”), exclusive of information that is generallyavailable to the public, are confidential and are the sole and exclusive property of the Employer(collectively, “Confidential Information”).Employee hereby acknowledges and recognizes that the Confidential Information is the exclusiveproperty of the Employer, and that the use or disclosure of such information, whether confidentialor otherwise, to any person or entity will irreparably injure the Employer’s business interests.Employee agrees not to use Confidential Information or remove any such information or records fromthe Employer’s office except for the sole purpose of conducting the Employer’s Business on behalfof the Employer. Except as required by order of a court or other tribunal, or as permitted by thewritten consent of the Employer, Employee agrees not to use Confidential Information for Employee’sbenefit or for the benefit of any other entity, or disclose Confidential Information to any personor entity outside the Company. Specifically, Employee agrees not to divulge or disclose thisinformation or records to any third party and under no circumstances will reveal or permit thisinformation or these records to become known by any competitor of Employer either during Employee’semployment or at any time thereafter.
 
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b. Limited Non-Competition: During Employee’s employment and for a period of eighteen(18) months following the Separation Date, defined herein (or from the date of entry by a court ofcompetent jurisdiction of a final judgment enforcing the covenant, whichever is later), Employeeagrees that he shall not, within the following States — Virginia, North Carolina, South Carolina,Georgia, Florida, West Virginia, Tennessee, Kentucky, Maryland, Pennsylvania, or any territory inwhich Employer is performing services (hereinafter collectively “Market Territory”), serve in anycapacity for a Competing Business, defined herein, where Employee’s services or duties would besimilar, comparable or akin to those duties listed in the Job Description set forth above. The“Separation Date” shall be the last day of Employee’s employment with Employer without regard tothe reasons for cessation of employment. A “Competing Business” shall be an individual or entitythat (a) engages in liquid bulk storage, railcar transloading of bulk liquids and/or transportationof bulk liquids; and (b) directly competes with the Employer’s Business within the MarketTerritory.Notwithstanding the foregoing restrictions, the Parties agree that the Employee may work for,provide services to, or own: (a) a Competing Business that conducts no business within the MarketTerritory; or (b) a Competing Business where the work or services performed by Employee aredifferent from or dissimilar to the work or services that the Employee provided to Employer.c. Limited Non-Solicitation of Customers: During Employee’s employment and for aperiod of eighteen (18) months following the Separation Date (or from the date of entry by a courtof competent jurisdiction of a final judgment enforcing the covenant, whichever is later), Employeeagrees that he will not, on behalf of or in conjunction with a Competing Business, solicit orattempt to induce or persuade any Customer to whom Employer provided services, or whose name becameknown to Employee while employed by Employer, to (a) reduce or discontinue its or their businesswith or patronage of Employer; or (b) purchase or acquire from a Competing Business the same orsimilar products or services as were sold or provided by the Employer.d. Limited Non-Solicitation of Employees. During Employee’s employment and for aperiod of eighteen (18) months following the Separation Date (or from the date of entry by a courtof competent jurisdiction of a final judgment enforcing the covenant, whichever is later), Employeeagrees that he will not, on his own behalf, or on the behalf of or in conjunction with any otherperson or entity, solicit for hire or assist others in the solicitation or hiring of any employeeof the Employer for work in a Competing Business. This includes, but is not limited to: (i)providing a Competing Business the identities of any of the Employer’s employees; or (ii) assistingany of the Employer’s employees in obtaining employment with a Competing Business through thedissemination of resumes or otherwise.**6. ****Remedies**(a) Injunctive Relief. In the event Employee breaches any of the covenants ofParagraph 5 above, Employee agrees that Employer will be entitled to injunctive relief. Employeerecognizes that Employer will suffer immediate and irreparable harm, and that money damages willnot be adequate to compensate Employer or to preserve or protect thestatus quo. Accordingly, **EMPLOYEE CONSENTS TO THE ISSUANCE OF A TEMPORARY RESTRAINING ORDER OR A PRELIMINARYINJUNCTION OR PERMANENT INJUNCTION**ordering:
 
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(i) That Employee immediately return to Employer all records whether original,duplicated, computerized, electronic, handwritten, or in any other form whatsoever, and thatEmployee be enjoined and restrained from using or disclosing any information contained insuch records; and(ii) That for a period of eighteen (18) months, Employee be enjoined and restrainedfrom violating the non-competition provisions of Paragraph 5(b) of this Agreement;(iii) That for a period of eighteen (18) months, Employee be enjoined and restrainedfrom violating the non-solicitation of Customer provisions of Paragraph 5(c) of thisAgreement; and(iv) That for a period of eighteen (18) months, Employee be enjoined and restrainedfrom violating the non-solicitation of employees provisions of Section 5(d) of thisAgreement.Employee agrees to submit to the personal jurisdiction of the Circuit Court of the County ofHenrico, Virginia, or the United District Court for the Eastern District of Virginia, RichmondDivision, for purposes of the injunctive relief described herein and any proceedings by Employer tocompel Employee’s participation in an arbitration of disputes under this Agreement.**7. ****Employee’s Representations****.**The Employee represents and warrants that: (i) as ofthe commencement of the Employee’s employment, he is not and will not be subject to any covenantsor contracts that impair, restrict, or limit his ability to perform his duties under this Agreement;and (ii) there are no physical or mental limitations that would impair, restrict, or limit hisability to carry out Employee’s duties under this Agreement.**8. ****Assignment; Binding Effect**. This Agreement is personal as to the Employee andshall not be assignable by him. The Employer may assign its rights under this Agreement to anyperson, firm, corporation, or other entity which may acquire all, or substantially all, of thebusiness which is now or hereafter conducted by the Employer or which may acquire substantially allof the assets of the Employer, or with or into which the Employer may be consolidated or merged,provided, that any such assignment shall be subject to the express terms and conditions hereof.This Agreement shall be binding upon and shall inure to the benefit of the respective Partieshereto and their heirs, executors, personal representatives and successors.**9**. **Severance Benefit**. If the Employer terminates Employee’s employment without “GoodCause” as defined below, Employer will pay the Employee’s an amount equal to $210,000 less theamount of Base Salary received from the Effective Date. Employee will not be entitled to any otherpayments except any amounts owing on accrued and unpaid commissions and accrued and unpaid expensereimbursements through the date of termination. All ofEmployee’s vested options shall expire on that date which is six months from the Separation Date.
 
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For purposes of this Agreement, termination for “Good Cause” shall mean a termination ofEmployee’s employment by Employer due to Employee’s failure to follow directives provided by hissuperiors, Employee’s material breach of his obligations under this Agreement, breach of a materialfiduciary duty owed to the Employer, fraud, theft, embezzlement, misappropriation of Employerfunds, abuse of controlled substances (including alcohol) that materially impairs Employee’sability to perform his duties and responsibilities hereunder, conviction of a felony, forgery orthe knowing falsification of documents, unauthorized use or disclosure of Confidential Informationand/or misconduct by Employee that is materially injurious to the Employer.If the Employee resigns, is terminated for Good Cause, as defined above, becomes disabled andis unable to perform the essential functions of his job, or dies, Employee will be entitled to noneof the payments discussed in this section.The amounts payable pursuant to this section, if any, shall be paid such that the payments donot constitute a nonqualified deferred compensation plan under Section 409A of the Internal RevenueCode (the “Code”). Accordingly, neither the Employer nor the Employee may accelerate the paymentof the amounts as set forth above, except as specifically permitted pursuant to Code Section409A.**10.****Miscellaneous****.**a. Governing Law. This Agreement shall in all respects be governed by, and construedin accordance with, the laws of the Commonwealth of Virginia without reference to its conflicts oflaw principals.b. Integration; Modification of Agreement. This instrument constitutes the entireagreement of the Parties hereto with respect to the subject matter herein. No provisions of thisAgreement may be amended, modified, or discharged, unless such amendment, modification, ordischarge has been approved by the Parties and agreed to in writing and signed by the Parties.c. Severability. Each section and subsection of this Agreement constitutes a separateand distinct provision hereof. It is the intent of the Parties hereto that the provisions of thisAgreement be enforced to the fullest extent permissible under the laws and public policiesapplicable. Accordingly, if any provision of this Agreement shall be adjudicated to be invalid,ineffective, or unenforceable, the remaining provisions shall not be affected thereby.d. Waiver. No waiver by either Party of a right or remedy hereunder shall be deemedto be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.No such waiver shall be enforceable unless expressed in a written instrument executed by the Partyagainst whom enforcement is sought.
 
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IN WITNESS WHEREOF, the Parties have executed this Agreement as follows:       Employer:Regional Enterprises, Inc.     Date: July 27, 2007 By:      /s/ Ian T. Bothwell              Ian T. Bothwell         President and Chief Executive Officer       Employee:     Date: July 27, 2007 /s/ W. Gary Farrar, III          W. Gary Farrar, III
 
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**EXHIBIT A****COMMISSION SCHEDULE**       **Revenue**   **Commission** **REVENUES (a), (b, (c))** **Rate** $  0 - $7,100,000  0.0%$ > 7,100,000 < $10,000,000  1.0%$ > 10,000,001 < $15,000,000  1.5% (a) Commodity based revenues will be adjusted to net profits (revenues less relatedcommodity costs) (b) Only includes operating revenues related to liquid bulk storage, railcar transloadingand transportation of bulk liquids, including hazardous, non-hazardous and food gradeproducts. (c) Increased commission rates apply to incremental revenues only.
 
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