INTERIM OPERATING AGREEMENT
                          ---------------------------

     THIS  INTERIM  OPERATING  AGREEMENT (the "Agreement") is made and entered
into  on  March  7,  1997,  by and between Wilson Technologies Incorporated, a
California  corporation  ("Company"),  a  wholly-owned subsidiary of Zimmerman
Holdings,  Inc., a California corporation ("ZHI"), on the one hand, and Wilson
Acquisition  Corporation,  Delaware  corporation  ("Buyer"),  a  wholly-owned
subsidiary  of Penn Octane Corporation, a Delaware corporation ("POC"), on the
other  hand.

                                   RECITALS
                                   --------
     A.          Company  is  engaged  in  the business of selling, designing,
manufacturing,  installing  and  servicing  compressed  natural  gas  ("CNG")
refueling stations and related products for use in the CNG industry throughout
the  world  (the "Business").     B.     Company and ZHI, on the one hand, and
Buyer  and  POC,  on  the  other  hand,  are  parties to that certain Purchase
Agreement  of even date herewith the ("Purchase Agreement") pursuant to which,
among  other  things,  Company  is  selling to Buyer certain of its assets and
assigning  to  Buyer  certain  of its liabilities and Buyer is purchasing from
Company  such  assets and assuming from Company such liabilities, on the terms
and  conditions  set  forth  therein.

<PAGE>
     C.     Buyer and Company desire to establish terms and conditions for the
operation by Buyer, on an interim basis, of certain of Company's Business from
and  after  the  date  hereof,  as  set  forth  herein.

                                   AGREEMENT
                                   ---------
     NOW,  THEREFORE,  in  consideration of the mutual promises and agreements
contained  herein,  the  parties  agree  as  follows:
1.          INTERIM  OPERATION.
            ------------------
     1.01         Contracts.  During the Term of this Agreement (as defined in
                  ---------
Section  3.01),  Buyer  shall,  as  provided  herein,  perform  all duties and
obligations  under  the  service  agreements  and other specified contracts of
Company  set  forth on Schedule 1.01 hereto (the "Service Contracts").  Except
in the case of the Orange County Contract, as provided in Section 1.08, all of
Company's contracts, whether or not performed by Buyer under the terms of this
Agreement,  shall  remain  Company's  contracts, and nothing in this Agreement
shall  in  any  way  make  Buyer  a  party  to any such contract.  Buyer's CNG
Contracts  (as  defined  in  Section  1.03)  shall  remain  Buyer's contracts.
     1.02       Payments.  During the Term of this Agreement, Buyer shall have
                --------
the  right  to  collect all payments made by customers in connection with work
performed  under  the  Service  Contracts from and after February 16, 1997 and
during  the  Term  of  this  Agreement.   Buyer and Company shall cooperate to
notify  customers  of  Buyer's  performance  of the Service Contracts and that
payments for performance of services by Buyer related to the Service Contracts
and  any  other  services  performed  by  Buyer  on behalf of Company shall be
directed  to Buyer.  In the event payments are directed to Company for Buyer's
performance  of  services  related  to  the  Service  Contracts  and any other
services  performed  by  Buyer on behalf of Company, such payments received by
Company  shall  be  held in trust for Buyer and Company shall promptly forward
such  payments  to  Buyer.
     1.03       Employees.  Company shall make available to Buyer employees of
                ---------
Company,  who  have historically performed services required under the Service
Contracts  (the  "Loaned  Employees"),  for  the  performance  of  the Service
Contracts,  and  to  perform  such additional services as Buyer may reasonably
request  in  connection  with Buyer's efforts to enter into new agreements and
contracts  related  to  the  CNG business ("Buyer's CNG Contracts"); provided,
however,  that  the  Loaned Employees shall be available to Company to perform
all  work  necessary  to  complete  the  sales  orders of Company set forth on
Schedule  1.03 (the "Unfinished Sales Orders") in an expeditious manner and to
perform  any warranty work that Company may require.  Until the earlier of May
30,  1997, or such time as the Unfinished Sales Orders have been completed and
Company  has exercised the Cessation Option (as defined in Section 5.01), each
of  the  Loaned  Employees  shall be available for use by Company for at least
one-half  of  each work week for each Loaned Employee.  From and after May 30,
1997,  and  until such time as the Unfinished Sales Orders have been completed
and  Company  has  exercised the Cessation Option, the Loan Employees shall be
available for use by Company for at least a combined total of forty (40) hours
per  week; provided, however, that Company shall designate which of its Loaned
Employees  shall  be  utilized by Company for each forty (40) hour period each
week.
     1.04        Company Name and Technology.  During the Term, Company hereby
                 ---------------------------
grants  to  Buyer  an exclusive license to use Company's intellectual property
and  proprietary  and  business information including, without limitation, the
name  "Wilson  Technologies"  and  any  derivative  thereof  (the  "Licensed
Intellectual  Property")  for  use  in  connection with the performance of the
Service  Contracts  and  Buyer's  CNG  Contracts  (as  defined in Section 1.03
above).
     1.05  Fixed Assets and Facilities.  During the Term, Buyer shall have the
           ---------------------------
right  to  the  reasonable use of the fixed assets of Company and of Company's
facilities.    Buyer  acknowledges  receipt of a copy of that certain Standard
Sublease  dated December 30, 1996 (the "Sublease") between Kelly Pipe Company,
as  Sublessor, and Company and ZHI, as Tenant, for Company's premises in Santa
Fe  Springs, California (the "Premises").  Buyer further acknowledges that the
term  of  the  Sublease expires on April 30, 1997 and continues month-to-month
thereafter terminable by Sublessor or Sublessee upon not less than thirty (30)
days  prior  written  notice.  Company covenants that it shall promptly notify
Buyer  in  the  event  that  it  receives a written notice of termination from
Sublessor  and  that  it  shall  notify  Buyer  of its intent to terminate the
Sublease  at such time as it notifies Sublessor of its intent to terminate the
Sublease  pursuant  to  its  terms.
     1.06       Inventory.  During the Term of this Agreement, Buyer shall use
                ---------
its reasonable best efforts to use Company's inventory first before purchasing
inventory.    Buyer  shall  purchase  such  inventory  notwithstanding  the
availability  of  replacement  inventory  at  a  cost lower than book value of
Company's  inventory.    Buyer  shall  purchase Company's inventory at a price
equivalent  to  book  value  plus  ten  percent (10%) of such value, unless an
alternate  price is agreed to by Buyer and Company.  Buyer's right to purchase
such  inventory shall be conditioned upon Company's determination, in its sole
discretion  and  upon  a  written  request  by  Buyer  to  purchase particular
inventory,  that  such  inventory  is  not necessary for the completion of the
Unfinished  Sales  Orders.
     1.07       Division 10 Contract.  The following provisions shall apply to
                --------------------
Company's Los Angeles County Metropolitan Transit Authority Change Order No. 1
to  Contract No. 6358 for construction of CNG fueling facilities at Division 8
& 10 (the "Division 10 Contract"), in addition to the other provisions herein:
          (a)       Company shall use its reasonable best efforts to cause its
affiliate, A and A Associates, Inc., a California corporation ("A&A"), to make
direct  labor historically utilized by Company in connection with the assembly
of  Company's  products (the "A&A Direct Labor") available for use by Buyer to
perform  unfinished  work  under  the  Division  10  Contract;  and
          (b)      As soon as practicable after the date hereof, Company shall
calculate  its  actual  costs  incurred  in  connection  with  the Division 10
Contract  prior to the date hereof (the "Division 10 Costs").  The Division 10
Costs shall include, without limitation, costs of all materials, inventory and
labor  incurred  prior to the date hereof and shall exclude sales, general and
administrative  ("SG&A")  expenses incurred by Company from and after December
16,  1996  and  on  or before the date hereof.  Buyer shall pay to Company the
Division  10  Costs  within  thirty  (30) days after Buyer receives notice, in
writing,  of  the  total  amount  of  Division  10  Costs.
     1.08     Orange County Contract.  The following provisions shall apply to
              ----------------------
County  Sanitation  Districts  of  Orange  County Purchase Order No. 80057 and
Change  Order,  dated  November  7,  1996  (the  "Orange County Contract"), in
addition  to  the  other  provisions  herein:
          (a)       Notwithstanding anything to the contrary contained herein,
Company and Buyer shall use their reasonable best efforts either (i) to obtain
the  consent  of the County Sanitation Districts of Orange County (the "County
of Orange") to the assignment of all of Company's right, title and interest in
and  to  the  Orange  County Contract to Buyer and to obtain a novation of the
Orange  County  Contract  substituting Buyer in place of Company (the "Consent
and  Novation"), or (ii) to obtain a new contract from the County of Orange in
the  name  of Buyer alone (the "New Contract").  To the extent that the County
of  Orange  either provides the Consent and Novation or the New Contract, then
the  Orange  County Contract shall be excluded from the definition of "Service
Contracts" for purposes of this Agreement and the Orange County Contract shall
be  included in the definition of "Buyer's CNG Contracts" for purposes of this
Agreement.
          (b)         To the extent that Company and Buyer are unable, despite
their best efforts, to obtain from the County of Orange either the Consent and
Novation  or  the  New  Contract,  then  the  following  shall  occur:
               (i)     the Orange County Contract shall remain included in the
definition  of  "Service  Agreements" for purposes of this Agreement.  In such
event,  Company  shall use its reasonable best efforts to cause its affiliate,
A&A,  to  make the A&A Direct Labor available for use by Buyer to perform work
required  under  the  Orange  County  Contract;  and
               (ii)         Buyer shall obtain, in its own name, any letter of
credit  required  by  the  County  of Orange to proceed with the Orange County
Contract.
     1.09        Open Bids.  Company and Buyer shall use their reasonable best
                 ---------
efforts  to  transfer  from  Company  to  Buyer  open bids, if any, upon their
acceptance  by  the  customer,  to  the  extent  that Buyer determines that it
desires  to  enter into a contract with the customer based upon the bid (each,
an  "Accepted  Bid").    Notwithstanding  the foregoing, Company shall have no
obligation  hereunder  to  enter  into  any  contract  with  any  customer  in
connection  with  any  such  bid  accepted  by  any  customer.
     1.10       Payments to Company's Creditors.  During the Term, Buyer shall
                -------------------------------
have  the  right,  but not the obligation, with the written consent of Company
which shall not be unreasonably withheld, to make payments to any of Company's
creditors  to  the  extent necessary to perform the Service Agreements and the
Buyer  CNG  Contracts,  as contemplated herein.  To the extent Buyer makes any
such  payments,  the principal amount of the Royalty Obligation (as defined in
Section 2.02) due on termination of this Agreement, in the case of termination
for any reason other than the consummation of the transactions contemplated by
this  Agreement,  or  the  principal amount of the Royalty Note (as defined in
Purchase  Agreement),  in  the  case  of  the consummation of the transactions
contemplated  by the Purchase Agreement, shall be reduced by the amount of any
such  payments.   Notwithstanding the foregoing, Buyer shall continue to make,
when  due,  any  Royalty  Payments  due  hereunder  or under the Royalty Note.
2.          CONSIDERATION.
            -------------
     2.01    Monthly  Payments.    During the Term, Buyer shall pay to Company
             -----------------
Eighty-Four  Thousand  Dollars ($84,000.00) per month, payable twice per month
in  installments  of  Forty-Two Thousand Dollars ($42,000.00).  Payments shall
commence  on  the date hereof, and shall continue thereafter on the 5th day of
each month, for the 1st through the 15th of each month, and on the 20th day of
each  month,  for the 16th through the end of each month, until the earlier to
occur  of  the  Termination  Date or the Cessation Date (as defined in Section
5.01).   Buyer and Company shall cooperate to make appropriate adjustments, as
the  case  may  be,  in the case of a Termination Date or Cessation Date which
results  in  a  final period which is less than a complete month.  The parties
hereto  agree  and  acknowledge  that  concurrently with the execution of this
Agreement  Buyer  has  paid to Company the sum of Eighty-four Thousand Dollars
($84,000.00), the receipt of which is hereby acknowledged, and that the period
for  which  such  initial payment is made commences February 16, 1997 and ends
March  15,  1997.   The parties hereto further agree and acknowledge that, for
purposes  of  Section  3.02(a)(vii),  Buyer's gross margin shall be calculated
from  February  16,  1996.
     2.02  Royalty.    Commencing on the date hereof and continuing during the
           -------
Term (the "Royalty Period"), a royalty shall accrue in an amount equal to five
percent  (5%)  of Net Revenues, as hereinafter defined, of Buyer (the "Royalty
Obligation").    The Royalty Obligation shall be due and payable at the end of
the  Initial  Term  (as  defined  in Section 3.01(a)) and each Option Term (as
defined  in  Section 3.01(a); each a "Royalty Payment").  For purposes of this
Agreement, the term "Net Revenues" means the gross amount of revenues received
by  Buyer  or  its  affiliates from the sale of products or the performance of
services  related  to the CNG business anywhere in the world less (a) returns,
                                                             ----
credits,  discounts  and  allowances,  (b)  free  goods programs, (c) freight,
transportation  and insurance charges, and (d) sales, excise and similar taxes
added  to  the invoice; provided, however, that Net Revenues shall not include
revenues arising from the sale of CNG, the sale of CNG-powered vehicles or the
conversion  of  vehicles  to  CNG-powered vehicles.  Buyer shall keep accurate
records  of all Net Revenues, including sales made by affiliates of Buyer, and
shall deliver to Company with each Royalty Payment a report indicating the Net
Revenues.    Company shall have the right, at its own expense, upon reasonable
notice  and during normal business hours, to audit and inspect Buyer's records
of  Net  Revenues.
     2.03     A&A Direct Labor.  Buyer shall pay to Company on a weekly basis,
              ----------------
on  each  Wednesday  of  each week, an amount equivalent to the actual cost of
making the A&A Direct Labor available to Buyer in connection with the Division
10  Contract,  as provided in Section 1.07(a), and the Orange County Contract,
as provided in Section 1.08(b)(i), plus the cost of employee benefits provided
                                   ----
to  such  labor  plus  ten percent (10%) of such actual cost and such employee
                 ----
benefits.
     2.04       Division 10 Costs.  Buyer shall pay to Company the Division 10
                -----------------
Costs  in  accordance  with  Section  1.07(b)  hereof.
3.          TERM.
            ----
     3.01          Termination  Events.
                   -------------------
     The  term  of  this  Agreement  (the "Term") shall commence upon the date
hereof and expire upon the earlier to occur of the following (the "Termination
Date"):

<PAGE>
          (a)     ninety (90) days after the date hereof (the "Initial Term");
provided,  however,  that  Buyer shall have eleven (11) consecutive options to
extend  the  term  hereof  for  an additional ninety (90) day period (each, an
"Option  Term"),  which, if exercised in writing by notice by Buyer to Company
prior to the expiration of the Initial Term or any Option Term, shall, in each
case,  extend  the  term  hereof  for  an  additional  ninety (90) day period;
          (b)          consummation  of  the  transactions contemplated by the
Purchase  Agreement;
          (c)       the failure of Buyer to either consummate the transactions
contemplated  by the Purchase Agreement within ninety (90) days after exercise
by Company of the Put Option (as defined in Section 5.02) or to pay to Company
the SG&A Differential (as defined in Section 5.02)) within ninety (90) days of
the  exercise  by  Company  of  the  Put  Option;
          (d)          mutual  consent  of  Buyer  and  Company;
          (e)          the  occurrence  of  a material breach of any provision
hereunder  upon  notice,  in  writing,  by Buyer or Company to the other party
which  breach has not been cured within thirty (30) days after receipt of such
notice,  unless  Buyer or Company, as the case may be, has waived such breach;
or
          (f)          three  (3)  years  after  the date hereof, unless Buyer
exercises the Continuation Option (as defined in Section 4.02), in which case,
the  Term  of  this  Agreement  shall  continue for an additional two (2) year
period.
     3.02          Effect  of  Termination.
                   -----------------------
          (a)          In  General.  Except in the case of termination of this
                       -----------
Agreement  pursuant  to  Section  3.01(b)  (closing  of  the  transactions
contemplated by the Purchase Agreement) or in the case of continuation of this
Agreement  for  the  Continuation  Period  (as  defined  in Section 4.02), the
following shall occur upon termination of this Agreement as of the Termination
Date:
               (i)      Buyer shall cooperate with Company to notify customers
that  Buyer will no longer perform any of Company's Service Contracts and that
all further payments shall be directed to Company.  Any such payments received
by Buyer shall be held in trust by Buyer for Company and shall be delivered by
Buyer  to  Company;
               (ii)          Buyer  shall  cease  doing  business;
               (iii) Neither Buyer nor any affiliate of Buyer, for a period of
two  (2)  years  after  the  Termination  Date,  shall solicit any employee of
Company  for  employment  by Buyer or any affiliate of Buyer except if Company
has  exercised  the  Cessation  Option  (as defined in Section 5.01), in which
case,  Buyer  may  retain  any  employees  formerly  employed  by  Company;
               (iv)         The license for the Licensed Intellectual Property
granted  herein  shall  terminate  and  Buyer  shall  have no further right to
utilize  the  Licensed  Intellectual  Property  for any purpose whatsoever and
Buyer  shall  change  its name as soon as practicable to a name which does not
use  the  name  "Wilson"  or  any  derivation  thereof;
               (v)      Buyer shall pay to Company any unpaid Royalty Payments
due and payable hereunder, within thirty (30) days after the Termination Date;
               (vi)        Buyer shall pay to Company any unpaid amounts owing
for  inventory  purchased  pursuant to the terms of this Agreement and due and
payable  hereunder,  within  thirty  (30)  days  after  the  Termination Date;
               (vii)  Company  shall  pay  to Buyer fifty percent (50%) of the
difference,  if  any,  between Buyer's gross margin (less any Royalty Payments
paid  by  Buyer  to  Company)  in  connection  with  its operations during the
duration  of  this Agreement and Eighty-Four Thousand Dollars ($84,000.00) per
month  from  the  date  hereof and ending on the Cessation Date (as defined in
Section  5.01),  within  thirty  (30)  days  after  the  Termination Date; and
               (viii)  If  upon the Termination Date amounts are due and owing
by  Buyer to Company under Subpart (v) above and/or Subpart (vi) above, and by
Company  to  Buyer  under  Subpart (vii) above, such amounts shall offset each
other,  and  only  the  net  amount  after  offset shall be considered due and
payable;
provided,  however,  that,  all  other obligations of the parties hereto shall
--------   -------
terminate  except  as  otherwise set forth herein and Buyer and its affiliates
---
shall  cease  to  conduct  the  Business.
--
          (b)          Upon  Closing  of Purchase Agreement Transactions.  The
                       -------------------------------------------------
following shall occur in the case of termination of this Agreement pursuant to
Section  3.01(b)  (closing  of  the  transactions contemplated by the Purchase
Agreement):
               (i)    Book value or any other agreed value paid or credited by
Buyer  to  Company  for  the purchase of any of Company's inventory during the
term  of this Agreement shall be added to the Inventory Valuation (as provided
in  Section  1.06(a)  of  the  Purchase  Agreement);  and
               (ii)     Any Royalty Payment paid by Company to Buyer hereunder
shall  reduce  the principal amount due and payable under the Royalty Note (as
defined  in  the  Purchase  Agreement);
provided,  however,  that,  all  other obligations of the parties hereto shall
--------   -------
terminate  except  as otherwise set forth herein or in the Purchase Agreement.
---
4.          BUYERS'  OPTIONS.
            ----------------
     4.01       Purchase Option.  If this Agreement has not been terminated in
                ----------------
accordance  with  Section  3 hereof prior to the expiration of three (3) years
after  the  date  hereof,  Buyer  shall  have  the  option  to  consummate the
transactions contemplated by the Purchase Agreement (the "Purchase Option") by
providing  notice  to Company in writing of the exercise of its option granted
by  this Section 4.01 during the Option Term immediately preceding termination
of  this  Agreement  pursuant  to Section 3.01(f) above.  Upon exercise of the
Purchase  Option,  Buyer  and  Company  hereby  waive  all  conditions  to the
consummation  of  the  transactions contemplated by the Purchase Agreement set
forth  in Sections 9 and 10 of the Purchase Agreement, respectively, and shall
consummate the transactions contemplated by the Purchase Agreement pursuant to
its  terms;  provided, however, that, notwithstanding anything to the contrary
contained  in  the  Purchase  Agreement, Buyer shall pay to ZHI the sum of Two
Hundred  Twenty Thousand Dollars ($220,000) cash at the Closing (as defined in
the  Purchase  Agreement)  in lieu of the Convertible Debenture (as defined in
the  Purchase  Agreement).
     4.02      Continuation Option.  If this Agreement has not been terminated
               -------------------
in accordance with Section 3 hereof prior to the expiration of three (3) years
after  the  date  hereof  and  Buyer does not exercise the Purchase Option (as
defined  in  Section  4.01),  then Buyer shall have the option to continue the
Term  of  this Agreement (the "Continuation Option") for an additional two (2)
year  period  (the  "Continuation  Period")  by providing notice to Company in
writing  of the exercise of its option granted by this Section 4.02 during the
Option  Term  immediately  preceding termination of this Agreement pursuant to
Section  3.01(f)  above.   Buyer's Continuation Option shall be subject to and
shall  be  conditional  upon payment by Buyer to Company of any unpaid Royalty
Payments  then  due  and  payable,  payment  by Buyer to Company of any unpaid
amounts  owing  for  inventory  purchased  hereunder then due and payable, and
payment  of  the  SG&A  Differential (as defined in Section 5.02) in the event
Company  has  not exercised its Put Option (as defined in Section 5.02).  Upon
exercise  of  the  Continuation  Option,  the  following  shall  occur:

          (a)         the License for the Licensed Intellectual Property shall
terminate  and  Buyer  shall  have  no  further  right to utilize the Licensed
Intellectual  Property  for  any purpose whatsoever and Buyer shall change its
name  as  soon  as practicable to a name which does not use the name Wilson or
any  derivation  thereof;
          (b)       Buyer shall be entitled to solicit any remaining employees
of  Company;
          (c)          Buyer  shall  continue  to  pay  to Company the Royalty
Obligation (as defined in Section 2.02) for the Continuation Period; provided,
however,  that, during the Continuation Period, Buyer shall have no obligation
to pay to Company any Royalty Obligation in excess of a total of Three Million
Dollars  ($3,000,000.00);
          (d)          Buyer  shall be entitled to engage in the Business; and
          (e)          Buyer shall be entitled to seek to transfer all Service
Contracts  and  any  other  contracts  of  Company  from  Company  to  Buyer;
provided,  however,  that  all  other  obligations of the parties hereto shall
--------   -------
terminate,  except  as  otherwise  set  forth  herein.
----
5.          COMPANY'S  OPTIONS.
            ------------------
     5.01          Cessation  Option.  Upon completion of the Unfinished Sales
                   -----------------
Orders,  as  determined  by  Company in its sole discretion, Company is hereby
granted  the  option,  upon notice to Buyer, in writing, to cease its business
operations  (the  "Cessation  Option")  on a date at least ten (10) days after
delivery  of  such  notice (the "Cessation Date").  In such event, Buyer shall
offer to continue employment of all employees who are listed on Schedule 13.01
of  the  Purchase  Agreement  and who are then employed by Company.  Each such
person who continues employment shall be employed at the same salary and wages
as  were in effect immediately prior to the Cessation Date, subject to Buyer's
rights, except to the extent limited by law or agreement, to revise and modify
any  terms,  conditions,  practices,  policies,  and  benefits.    Under  such
circumstance, Buyer shall assume Company's liabilities for vacation pay, sales
incentives  and other amounts accrued to such employees prior to the Cessation
Date.   Upon exercise of the Cessation Option, Buyer acknowledges that Company
shall  cease  to have any obligation to fund any additional sales, general and
administrative  ("SG&A")  expenses  for  Company  or  to  make  its facilities
available  to  Buyer pursuant to Section 1.05.  Upon exercise of the Cessation
Option,  Buyer  shall have no obligation to make any additional payments under
Section  2.01 for periods arising from and after the Cessation Date.  From and
after  the Cessation Date and prior to the Termination Date, at the request of
Company,  in  writing,  Buyer  shall  perform warranty work in connection with
products manufactured and sold by Company prior to Closing.  To the extent any
warranty  work  is  requested,  in writing, by Company in connection with such
products, Company shall reimburse Buyer in the amount of cost of such warranty
work  plus ten percent (10%), within thirty (30) days of invoice.  Any amounts
unpaid  hereunder  after sixty (60) days shall, at the option of Buyer, offset
any  unpaid  Royalty  Obligation  under  Section  2.02  hereof.
     5.02          Put  Option.  Any time after the exercise by Company of the
                   -----------
Cessation  Option  (as defined in Section 5.01), Company shall have the option
to notify Buyer, in writing, that Company waives all conditions to the closing
of the transactions set forth in Section 10 of the Purchase Agreement and that
Company  is  prepared  to  close the transactions contemplated by the Purchase
Agreement  (the  "Put  Option").  Upon exercise of the Put Option, Buyer shall
either  waive  the  conditions to the closing of the transactions set forth in
Section 9 of the Purchase Agreement and close the transactions contemplated by
the  Purchase  Agreement  within  ninety  (90) days or pay to Company the SG&A
Differential  (as  hereinafter defined) within ninety (90) days.  For purposes
of  this  Agreement,  the SG&A Differential shall be the sum of $92,700.00 per
month, or portion thereof, accrued between December 16, 1996 and the Cessation
Date  less  (i)  the  Realized  Sales  Margin (as hereinafter defined) for the
      ----
period  from  December 16, 1996 through February 15, 1997 and (ii) $84,000 per
month,  or  portion  thereof,  actually  paid  by Buyer to Company pursuant to
Section  2.01  hereof,  for the period from February 15, 1997 to the Cessation
Date.   For purposes of the preceding sentence, the term Realized Sales Margin
shall  mean  the gross income realized by Company from the sale of products or
the  performance  of services for customers for the period commencing December
16,  1996  and

<PAGE>
ending February 16, 1997, less the cost of goods sold or the cost of providing
                          ----
such  services.
6.          REPRESENTATIONS  AND  WARRANTIES  OF  COMPANY.
            ---------------------------------------------
     Company represents and warrants to Buyer as of the date of this Agreement
and  as  of  the  date  of the closing of the transactions contemplated by the
Purchase  Agreement  as  follows:
     6.01    Corporate  Existence.    Company is a corporation duly organized,
             --------------------
validly  existing  and  in  good  standing  under  the  laws  of  the State of
California.    Company has all requisite corporate power and authority to own,
lease  and  operate its property and to carry on its business in the manner in
which  and  in  the  places  such  business  is  now  being  conducted.
     6.02    Authority;  Enforceability.   Company has the right, power, legal
             --------------------------
capacity  and  authority  to enter into, and to perform its obligations under,
this  Agreement  and  the  transactions  herein  contemplated.  The execution,
delivery and performance of this Agreement by Company has been duly authorized
by  its  board  of  directors.    This Agreement has been validly executed and
delivered  by  Company  and, assuming due execution and delivery hereof by the
other  parties hereto, constitutes a valid, binding and enforceable obligation
of  Company  subject  to  applicable  bankruptcy,  insolvency,  receivership,
moratorium,  reorganization  or  similar  state  or  federal laws or equitable
principles relating to or affecting creditors' rights and to the discretion of
a  court  to  grant  equitable  remedies.

<PAGE>
     6.03     No Violation.  Neither the execution, delivery or performance of
              ------------
this  Agreement  nor  the consummation of the transactions contemplated hereby
nor  compliance  by  Company with any of the provisions hereof will violate or
conflict  with any provisions of the Certificate of Incorporation or bylaws of
Company  or  any judicial or administrative order, judgment or decree to which
Company  is  a  party  or  is  subject.
7.          REPRESENTATIONS  AND  WARRANTIES  OF  BUYER.
            -------------------------------------------
     Buyer represents and warrants to Company as of the date of this Agreement
and  as  of  the  date  of the closing of the transactions contemplated by the
Purchase  Agreement  as  follows:
     7.01    Corporate  Existence.    Buyer  is  a corporation duly organized,
             --------------------
validly existing and in good standing under the laws of the State of Delaware.
Buyer  has  all  requisite  corporate  power  and  authority to own, lease and
operate  its  properties  and to carry on its business in the manner of and in
the  places  such  business  is  now  being  conducted.
     7.02    Authority;  Enforceability.    Buyer  has the right, power, legal
             --------------------------
capacity  and  authority  to  enter into, and to perform its obligations under
this  Agreement  and  the  transactions  herein  contemplated.  The execution,
delivery  and  performance of this Agreement by Buyer has been duly authorized
by  the board of directors of Buyer.  This Agreement has been validly executed
and  delivered  by Buyer and, assuming due execution and delivery by the other
parties hereto, constitutes a valid, binding and enforceable obligation Buyer,
subject  to  applicable  bankruptcy,  insolvency,  receivership,  moratorium,
reorganization  or  similar  state  or  federal  laws  or equitable principles
relating  to or affecting creditors' rights generally and to the discretion of
a  court  to  grant  equitable  remedies.
     7.03     No Violation.  Neither the execution, delivery or performance of
              ------------
this  Agreement  nor  the consummation of the transactions contemplated hereby
nor  compliance  by  Buyer  with  any of the provisions hereof will violate or
conflict  with any provisions of the Certificate of Incorporation or bylaws of
Buyer  or  any  judicial  or administrative order, judgment or decree to which
Buyer  is  a  party  or  is  subject.
8.          INDEMNIFICATION  OBLIGATIONS.
            ----------------------------
     Buyer and POC, jointly and severally, indemnify, defend and hold harmless
Company, its directors, officers, employees, shareholders, agents, successors,
assigns,  attorneys  and personal representatives from, against and in respect
of  any  and  all actions, suits, proceedings, claims, demands, losses, costs,
expenses,  obligations,  liabilities,  judgments,  damages,  recoveries  and
deficiencies,  including,  without  limitation,  interest,  penalties  and
reasonable  attorneys'  fees (collectively "Damages") that Company shall incur
or  suffer  which  arise  out  of, result from or relate to, (i) the Buyer CNG
Contracts;  (ii)  the  Orange County Contract; (iii) the Division 10 Contract;
or, (iv) any Accepted Bid.  Notwithstanding anything to the contrary contained
herein,  the  obligations  of Buyer and POC under this Section 8 shall survive
the  termination  of  this  Agreement.
9.          EXCLUSIVE  DEALING.
            ------------------
     During  the  Term,  Company will not, directly or indirectly, through any
representative  or  otherwise,  solicit or entertain offers from, negotiate in
any  manner, encourage, discuss, accept, or consider any proposal of any other
person  or  entity  relating  to  the  acquisition  of  Company, its assets or
business,  in  whole  or  in  part,  whether  directly  or indirectly, through
purchase,  merger,  consolidation, or otherwise (other than sales of inventory
in  the  ordinary  course  of  business).
10.          COVENANT  NOT  TO  COMPETE.
             --------------------------
     During the Term and except as contemplated hereby, Company agrees that it
shall  not engage, it shall not permit any affiliate (including, in each case,
its  directors,  officers  and  shareholders) to engage, and it shall use best
efforts  to  prevent  any  joint venture of Company or any such affiliate from
engaging,  in the Business ("Competitive Activities"); provided, however, that
                                                       --------  -------
the  foregoing  shall  not  prohibit:
          (a)    Company,  ZHI  and  any  of  their affiliates, any such joint
venture  or  any of the accounts managed by them, including without limitation
any  pension  or  other  benefit  plan  of  Company  and  ZHI, from owning any
outstanding  capital stock or other equity interests of any person engaging in
any  Competitive  Activities,  provided  the aggregate beneficial ownership of
Company  and  ZHI  (without reference to pension or other benefit plan assets)
does  not  exceed  more  than  five percent (5%) of all issued and outstanding
securities  of  any  such  person;
          (b)    Company,  ZHI  and  any of their affiliates or any such joint
venture  from  engaging  in any other businesses other than the Business; and,
          (c)    Company,  ZHI  and  any of their affiliates or any such joint
venture  from  acquiring  a  business  that  engages in Competitive Activities
provided  that  (i) such activities do not constitute more than twenty percent
(20%)  of  the revenues or assets of the business to be acquired (based on the
sales  of such business during the preceding four full calendar quarters), and
(ii)  Company,  ZHI  and  any  affiliate or joint venture, as the case may be,
divests  that  portion  of  the  business  to  be  acquired  that  engages  in
Competitive  Activities  within  twelve  (12)  months  after  the  acquisition
thereof;
provided,  further,  that  the  prohibitions in this Section 11 shall cease to
--------   -------
apply  (effective  as  of  the  time  of  such  transfer) to any businesses or
---
operations  of Company, ZHI or any of their subsidiaries which are transferred
---
to  any third party (other than to a subsidiary or affiliate or any such joint
venture  of  Company  or  ZHI)  after  the  date  hereof.
11.          MISCELLANEOUS.       11.01 Headings.  The subject headings of the
             -------------              --------
Sections  of  this Agreement are included for purposes of convenience only and
shall  not affect the construction or interpretation of any of its provisions.
     11.02  Integration;  Waiver.    This Agreement and the Purchase Agreement
            --------------------
constitutes the entire agreement between the parties pertaining to the subject
matter  herein  and  supersedes  all  prior  and  contemporaneous  agreements,
representations  and  understandings  of  the  parties  including,  without
limitation,  the  Letter  of  Commitment  dated  November  13,  1996 among the
parties.  No party hereto is making any representation or warranty whatsoever,
express  or  implied,  oral  or  written, beyond those expressly given in this
Agreement or the Purchase Agreement.  No supplement, modification or amendment
of  this  Agreement  shall  be  binding  unless executed in writing by all the
parties.    No  waiver  of  any  of  the provisions of this Agreement shall be
deemed,  or  shall constitute, a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver.  No waiver shall
be  binding unless executed in writing by the party making the waiver.  To the
extent of any inconsistency between this Agreement and the Purchase Agreement,
this  Agreement  shall  govern.
     11.03  Severability.    If any term or provision of this Agreement or the
            ------------
application  thereof  to  any  person  or  circumstance shall to any extent be
invalid  or  unenforceable, the remainder of this Agreement or the application
of such terms or provisions to persons or circumstances other than those as to
which  it  is invalid or unenforceable, shall not be affected thereby and each
term  and  provision  of  this  Agreement  shall  be valid and enforced to the
fullest  extent  permitted  by  law.
     11.04  Other  Parties.    Nothing  in  this Agreement, whether express or
            --------------
implied,  is  intended  to confer any rights or remedies under or by reason of
this  Agreement  on  any  persons  other  than  the  parties  to  it and their
respective  successors and assigns, nor is anything in this Agreement intended
to  relieve  or  discharge the obligation or liability of any third persons to
any  party  to  this Agreement, nor shall any provision give any third persons
any  right  of subrogation or action over against any party to this Agreement.
     11.05  Inurement;  Assignment.    This Agreement shall be binding on, and
            ----------------------
shall  inure  to the benefit of, the parties to it and their respective heirs,
legal  representatives,  successors,  and  assigns, but may not be assigned by
either  party  without  the  prior  written  consent  of  the  other  party.
     11.06  Notices.  All notices, requests, demands, and other communications
            -------
under this Agreement shall be in writing and shall be deemed to have been duly
given  on the date of service if served personally on the party to whom notice
is  to  be  given, on the date of transmission if sent by telex, telecopier or
telegraph,  or  on  the fifth day after mailing if mailed to the party to whom
notice  is  to  be  given, by first-class mail, registered or certified\return
receipt  requested,  postage  prepaid,  and  properly  addressed  as  follows:


To Buyer:    Wilson Acquisition Corporation
             c/o Penn Octane Corporation
             5847 San Felipe, Suite 3420
             Houston, Texas  77057
             Attn:  Jerome B. Richter

             Tel:  (713) 952-5703
             Fax:  (713) 952-1323


Copy to:     Coudert Brothers
             1114 Avenue of the Americas
             New York, New York  10036
             Attn:  Arnold H. Tracy, Esq.

             Tel:  (212) 626-4400
             Fax:  (212) 626-4120


To Company:  Wilson Technologies Incorporated
             c/o Zimmerman Holdings, Inc.
             2600 Mission Street, Suite 100
             San Marino, CA  91108-1676
             Attn.:  William R. Zimmerman

             Tel:  (818) 441-0444
             Fax:  (818) 441-6946


Copy to:     Rodi, Pollock, Pettker, Galbraith
             & Cahill, A Law Corporation
             801 South Grand Avenue, Suite 400
             Los Angeles, CA  90017
             Attn.:  Henry P. Pramov, Jr., Esq.

             Tel:  (213) 895-4900
             Fax:  (213) 895-4921


     Any party may change its address for purposes of this paragraph by giving
the  other  party  notice  of  the  new address in the manner set forth above.
     11.07 Governing Law.  This Agreement shall in all respects, including all
           -------------
matters  of  construction,  validity  and  performance,  be  governed  by, and
construed and enforced in accordance with, the laws of the State of California
applicable  to  contracts  entered into in that state between citizens of that
state  and  to  be performed wholly within that state without reference to any
rules  governing  conflicts of laws.  The parties agree that any venue for any
suit,  action,  proceeding or litigation arising out of or in relation to this
Agreement  shall  be  in any federal or state court in Los Angeles, California
having  subject  matter  jurisdiction.    Each  of the parties consents to the
jurisdiction  of  such  courts in any such action or proceeding and waives any
objection  to  venue  in  such  courts  in  any  such  action  or  proceeding.
     11.08  Attorneys'  Fees.    If  any  legal action or arbitration or other
            ----------------
proceeding  is brought for the enforcement of this Agreement, or because of an
alleged  dispute, breach, default, or misrepresentation in connection with any
of  the provisions of this Agreement, 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.
     IN  WITNESS  WHEREOF,  the  parties  to  this  Agreement  have  duly
executed  it  on  the  day  and  year  first  above  written.

                         BUYER
                         -----

                         Wilson  Acquisition  Corporation,  a  Delaware
                         corporation


                         By:
                         Title:


                         COMPANY
                         -------

                         WILSON  TECHNOLOGIES  INCORPORATED,  a  California
                         corporation


                         By:
                         Title:


     [Signatures  continued  on  next  page]
     POC  hereby unconditionally agrees that to the extent Buyer fails to make
a  payment  due  hereunder,  then,  upon  written  demand of Company, POC will
promptly  make  such  payment  or  cause  it to be made.  Company shall not be
required  to seek any recovery from Buyer prior to enforcing POC's obligations
hereunder.         POC further hereby agrees to be bound by and subject to the
Indemnification  Obligations  set  forth  in  Section  8.

                         POC
                         ---

                         PENN  OCTANE  CORPORATION,
                         a  Delaware  corporation


                         By:                                            Title:


     ZHI  hereby  unconditionally  agrees  that to the extent Company fails to
make  a  payment  due  to  Buyer under Section 3.02(a)(vii) hereof, then, upon
written demand of Buyer, ZHI will promptly make such payment or cause it to be
made.   Buyer shall not be required to seek any recovery from Company prior to
enforcing  ZHI's  obligations  hereunder.

                         ZHI
                         ---

                         ZIMMERMAN  HOLDINGS,  INC.,  a California corporation


                         By:
                         Title:





     [Signatures  continued  from  previous  page]

<PAGE>
                                 SCHEDULE 1.01
                                 -------------

                               SERVICE CONTRACTS

1.     Toronto Transit Commission Purchase Order No. PC0020255, dated November
6,  1996,  for  preventative maintenance and emergency service of CNG plant at
Company  complex  from  January  1996  through  October  31,  1997.

2.     Coast Engineering and Construction Corp Purchase Order No. MCRN-95-002,
dated  May  2,  1995,  for  five  year  maintenance  contract.

3.     Contract between Company and Southern California Gas Co., dated January
5,  1996, for preventative maintenance of refueling stations at U.C.L.A., City
of  Irvine,  P.S.  Corona,  L.A.U.S.D.,  City  of  Torrance,  and  Sunline.

4.      Contract between Company and City of Monterey for CNG Fueling Station,
including  service  contract,  executed  July  5,  1994.

5.       County Sanitation Districts of Orange County Purchase Order No. 80057
and  Change  Order,  dated  November  7,  1996.

6.     Los Angeles County Metropolitan Transit Authority Change Order No. 1 to
Contract  No.  6358 for construction of CNG fueling facilities at Division 8 &
10.

<PAGE>
                                 SCHEDULE 1.03
                                 -------------

                            UNFINISHED SALES ORDERS

1.      Metro Regional Transit Authority for the City of Akron, Ohio; Purchase
Order  No. 029866 for construction of compressed natural gas fueling facility.

2.       Corporation of the City of Kitchener, Ontario, Canada; Purchase Order
No.  P080888  for  construction  of  CNG  facility.

3.          Manhattan  Construction  Company  Job  No.  2429;  Subcontract for
construction  of  CNG  facility  in  Fort  Worth,  Texas.

4.         Construction Resource Group, Inc.; Purchase Order for supply of CNG
equipment  in  Brazos,  Texas  for  Brazos  Transportation  District.

5.          B  &  H  Construction,  Inc.; Subcontract No. 288-00001 to furnish
compressed  natural  gas system and startup at McCarran International Airport,
Project  No.  626.

6.       Purchase Order No. 10296-VT from San Luis Gonzaga Construction, Inc.,
dated  January  18,  1996;  for  project  known  as  "DPW Maintenance Yard-CNG
Station."

7.       Purchase Order No. S9602 55814 from San Diego Gas & Electric Company,
dated  February  21,  1996; for project known as "Camp Pendleton CNG Station."

8.      Purchase Order No. 4 from Sav-On International Fixture Co., dated July
8,  1996;  for  project  known  as  "Hyundai  #2  Order."

9.      Omnitrans Purchase Order No. 39023 to A & A Associates, dated July 14,
1995.

10.         South Coast Area Transit (SCAT) Purchase Order No. A 2430 to A & A
Associates,  dated  March  2,  1995.

11.         Enterra Compression Company Purchase Order No. 731628M to Company,
dated  November  21,  1995.

<PAGE>