EXHIBIT C
                                  SG&A  NOTE
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$                                                  ,  199
     FOR  VALUE  RECEIVED,  the undersigned, WILSON ACQUISITION CORPORATION, a
Delaware  corporation  ("Payor"),  promises  to  pay  to  WILSON  TECHNOLOGIES
INCORPORATED,  a  California  corporation  ("Payee"),  or order, the aggregate
principal  sum  of  _______________________  ($____________),  together  with
interest  thereon  at  the  rate  of 8.25% per annum until paid, in the manner
hereinafter  set  forth:
     1.      Principal and Interest.  Principal together with interest thereon
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shall  be due and payable in full on __________________ ___, 199__ [six months
after  the  date  hereof].
     2.     Payments.  Each payment shall be credited on interest then due and
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the  remainder  on  principal; and the interest shall thereupon cease upon the
principal  so  credited.    Principal  and interest shall be payable in lawful
money  of  the  United  States.
     3.        Costs of Collection.  Should Payor fail to pay this Note or any
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portion  thereof  in  a  timely  manner, Payee shall be entitled to, and Payor
agrees  to  pay  to Payee immediately upon demand therefor by Payee, all costs
and expenses of collection, including, without limitation, attorney's fees and
all  other  expenses  of  enforcing  payment.
     4.     Event of Default.  The occurrence of any of the following shall be
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deemed  to  be  an  event  of  default  ("Event  of  Default")  hereunder:


     4

          (a)     any payment due hereunder (whether principal, interest, late
charge  or  any  combination  thereof)  which  is  not  paid  when  due;
          (b)          Payor  makes  a  general  assignment for the benefit of
creditors,  or  becomes  insolvent  (however  such  insolvency  is evidenced);
          (c)     any petition for relief under the Bankruptcy Code or similar
state  insolvency  or debt moratorium statute is filed by or against Payor and
not  dismissed  within  thirty  (30)  days  after  filing;  or,
          (d)    any governmental authority, court or court appointed receiver
or  officer  shall take possession and control of all or a substantial portion
of  the  property  and  assets of and affairs of Payor and such possession and
control  is  not  relinquished  within  ten  (10)  days.
     5.      Acceleration.  If any Event of Default shall occur for any reason
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whatsoever, Payee, or its assignees, may at any time by a notice in writing to
Payor  declare  this Note to be immediately due and payable in full, whereupon
it  shall  become  due  and  payable  in  full.
     6.        Late Charge.  Any payment of principal and/or interest which is
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not  paid  on  the  due date therefor, and which shall remain unpaid after ten
(10)  business  days  written notice of non-payment from Payee to Payor, shall
bear a late charge equal to five percent (5%) of the amount of the installment
of  principal  and/or interest which is not paid when due.  Payor acknowledges
that this late charge represents fair compensation for any loss which would be
sustained  by  Payee  for administrative expenses and cost of money wrongfully
withheld by Payor.  Such late charge shall be paid with the unpaid installment
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.
     7.     Prepayment.  At the option of Payor, the principal and interest of
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this  Note  may  be prepaid in whole or in part at any time without premium or
penalty.    Any  prepayment  of principal, if less than the entire outstanding
principal  balance,  shall be credited against installments thereafter falling
due  in  inverse  order  of  maturity.
     8.     Waiver.  The rights and remedies of Payee under this Note shall be
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cumulative  and  not  alternative.   No waiver by Payee of any right or remedy
under  this  Note  shall  be  effective  unless  in a writing signed by Payee.
Neither  the failure nor any delay in exercising any right, power or privilege
under this Note will operate as a waiver of such right, power or privilege and
no  single  or partial exercise of any such right, power or privilege by Payee
will preclude any other or further exercise of such right, power or privilege.
To  the  maximum  extent permitted by applicable law, (a) no claim or right of
Payee  arising  out  of  this  Note can be discharged by Payee, in whole or in
part,  by  a waiver or renunciation of the claim or right unless in a writing,
signed  by  Payee; (b) no waiver that may be given by Payee will be applicable
except  in  the  specific instance for which it is given; and (c) no notice or
demand  on  Payor  will be deemed to be a waiver of any obligation of Payor or
the right of Payee to take further action without notice or demand as provided
in  this Note.  Payor hereby waives presentment, demand, protest and notice of
dishonor  and  protest  and  any other notice of any kind, except as expressly
provided  for  herein.
     9.        Notice.  Any notice or other communication provided for in this
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Note shall be in writing and sent to the parties named at the addresses listed
below or at such other address as the parties may from time to time in writing
designate.

        To Payor:  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


<PAGE>
        To Payee:  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  notice  or  communication  that is properly addressed as provided in this
Paragraph, will be deemed received (a) upon delivery, if delivered personally,
(b)  on  the  third  business day after deposit in a regular depository of the
United  States  mail,  if  delivered  by United States registered or certified
first  class mail,  (c) on the day of transmission, if delivered by facsimile,
unless  such  transmission  is  sent  after  3:00  p.m. (time of the receiving
party),  or  on  a  day which is not a business day of the receiving party, in
which case such transmission will be deemed received on the first business day
after  the  transmission,  and  (d) on the first business day of the receiving
party  after  the  delivery to the courier, if delivered by overnight courier.
Any  party  from  time  to time may change its address for the purpose of this
provision  by  furnishing  a  notice  in  accordance  with  this  Section.

<PAGE>
     10.       Severability.  If any provision of this Note is held invalid or
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unenforceable  by any court of competent jurisdiction, the other provisions of
this  Note  will  remain in full force and effect.  Any provision of this Note
held unenforceable only in part or degree will remain in full force and effect
to  the  extent  held  invalid  or  unenforceable.
     11.        Governing Law.  This Note shall be governed by the laws of the
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State  of  California  without  regard  to  conflicts  of  laws  principles.
     12.          Parties  in  Interest.    This Note shall bind Payor and its
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successors  and  assigns.
     13.      Security.  This Note is guaranteed by Penn Octane Corporation, a
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Delaware  corporation  ("POC"),  pursuant  to  Section  13.08  of that certain
Purchase  Agreement  dated  March 7, 1997, among Payee and Zimmerman Holdings,
Inc.,  a  California  corporation,  on the one hand, and Payor and POC, on the
other  hand.
     IN  WITNESS  WHEREOF,  the undersigned has duly executed this Note on the
day  and  year  first  above  written.

                                   WILSON  ACQUISITION  CORPORATION,
                                   a  Delaware  Corporation



                                   By:
                                   Its: