Exhibit 10.8


    
      

    

    Exhibit
      10.8



    AMENDED
      AND RESTATED

    CONSULTING
      AGREEMENT

    


    


    THIS
      AMENDED AND RESTATED CONSULTING AGREEMENT (this “Restated Agreement”) is
      entered into as of this 15th day of November 2005 by and between Penn Octane
      Corporation, a Delaware corporation (“Penn Octane”) and Rio Vista Energy
      Partners L.P., a Delaware limited partnership (“Rio Vista”) (Penn Octane and Rio
      Vista collectively, the "Company") and Jerome B. Richter, an independent
      contractor ("Consultant"), as follows:

    


    Recitals

    


    WHEREAS,
      the Company and Consultant are parties to a Consulting Agreement dated on or
      about July 19, 2005 (the “Agreement”); and 

    


    WHEREAS,
      the Company and Consultant wish to amend and restate the Consulting Agreement,
      in full, as set forth herein.

    


    Agreement

    


    NOW,
      THEREFORE, in consideration of the foregoing and the covenants and agreements
      contained herein, the parties agree as follows:

    


    Section
      1: Engagement of Services

    


    1.1         
      Services
      Performed by Consultant.
      Consultant shall serve as a special advisor to the board of directors of Penn
      Octane and the board of managers of Rio Vista and shall provide the following
      services (the “Services”) to the Company: assistance with the Company’s
      sale of all or part of its LPG assets and business, assistance with other
      transactions (including restructurings) involving the Company as mutually agreed
      by the parties and such other services that the Company may reasonably request
      that are customarily associated with such duties. Consultant’s duties may be
      reasonably modified at the Company's discretion from time to time. Consultant
      will report directly to the board of directors of Penn Octane and the board
      of
      managers of Rio Vista and will inform the chief executive officer of the Company
      of matters pertaining to the Services on a regular basis. 

    


    Consultant
      shall at all times faithfully and diligently perform the Services under this
      Restated Agreement and use Consultant’s best efforts, skill, and attention for
      the fulfillment of the Services and the interests of the Company. Consultant
      shall have discretion and control of the rendering of the Services and the
      manner in which said Services are performed. Consultant shall perform all such
      Services under the name and as a representative of the Company to any third
      parties engaged in discussions with the Company. Unless otherwise agreed to
      by
      the parties, Consultant shall have no obligation to work any particular hours
      or
      days, nor shall Consultant be obligated to devote full time to the performance
      of the Services. 

    


    
      
        
        

      

      
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    1.2         
      Company
      Affiliates.
      Consultant acknowledges and agrees that the Company may, from time to time,
      request Consultant to provide the Services or such other related services to
      any
      of the Company’s Affiliates, subject to the terms and conditions of this
      Restated Agreement. For purposes of this Restated Agreement, “Affiliates” shall
      mean a parent company, or an affiliated or subsidiary corporation or any other
      legal entity that is owned, whether entirely or partially, or controlled by
      the
      Company. As used in this definition, "owned or controlled by" means owns or
      holds the right to vote any of the stock or units of such entity, including
      without limitation, the Company’s affiliated limited partnerships and limited
      liability companies in the United States and the Company’s affiliated entities
      in Mexico. To the extent that the Consultant provides any services to the
      Affiliates, such Affiliates would have all the rights and benefits provided
      to
      the Company hereunder, as if such Affiliates were the Company.

    


    1.3         
      Independent
      Contractor.
      Consultant enters into this Restated Agreement as, and shall continue to be,
      an
      independent contractor. Under no circumstances shall Consultant look to the
      Company as his employer, or as a partner, agent, or principal. There shall
      be no
      tax withholdings taken from any Fees paid to Consultant pursuant to this
      Restated Agreement (including, without limitation, FICA, state and federal
      unemployment compensation contributions, and state and federal income taxes),
      and Consultant shall pay, when and as due, any and all taxes incurred as a
      result of Consultant's compensation pursuant to this Restated Agreement. Upon
      request, Consultant shall provide the Company with proof of such payment.


    


    Consultant
      will indemnify and hold harmless the Company from and against all claims,
      damages, losses and expenses, including reasonable fees and expenses of
      attorneys and other professionals, relating to Consultant’s failure to pay such
      taxes as well as any obligation imposed by law on the Company to pay any
      withholding taxes, social security, unemployment or disability insurance, or
      similar items in connection with compensation received by Consultant pursuant
      to
      this Restated Agreement. 

    


    Consultant
      also understands and agrees that Consultant shall be solely responsible for
      complying with all federal, state, and local laws requiring business permits,
      certificates, and licenses required to carry out the Services to be performed
      by
      Consultant under this Restated Agreement. Furthermore, Consultant recognizes
      that it is Consultant’s responsibility to obtain all insurance coverage
      (including workers’ compensation) for Consultant. Upon request, Consultant shall
      provide the Company with proof of such coverage.

    


    1.4         
      Agency.
      It is
      expressly understood and agreed that Consultant shall only represent the Company
      to the extent authorized by this Restated Agreement, and in no other way, and
      that Consultant shall not be an agent of the Company. In this regard, Consultant
      shall have no authority to enter into any agreements or other binding
      obligations on the Company's behalf without the prior written authorization
      of
      the Company, and that Consultant shall not hold himself or herself out as an
      officer, employee or agent of the Company; provided, however, that Consultant
      may hold himself out as a representative of the Company as specifically
      authorized by this Restated Agreement or otherwise by the Company.

    


    
      
        
        

      

      
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    Section
      2: Compensation

    


    2.1         
      Payment
      of Fees.
      In
      consideration of the Services rendered by Consultant to the Company and/or
      to
      the Affiliates, the Company agrees to pay the following fees (“Fees”) to
      Consultant: an amount equal to two percent (2%) of (i) the net proceeds to
      the Company resulting from a sale of assets to a third party, and (ii) the
      net
      proceeds to the Company from sales of liquefied petroleum gas (“LPG”) to PMI
      Trading Limited (“PMI”) for any calendar month in which such sales exceed the
      volumes set forth on Schedule
      1
      attached
      hereto (“Excess Volumes”), and only to the extent of net proceeds attributable
      to such Excess Volumes. For purposes of a sale of assets, net proceeds shall
      equal the total purchase price for the assets, as adjusted in accordance with
      the purchase and sale agreement, net of transaction costs. Purchase price
      adjustments shall not include payment of intercompany debt, and transaction
      costs shall not include taxes or other costs not directly related to the sale.
      For purposes of sales of Excess Volumes of LPG, net proceeds shall equal the
      total sales price of LPG sold to PMI less transaction costs. Transaction costs
      shall include the cost of LPG purchased from suppliers and other incremental
      costs associated with the Excess Volumes including transportation and financing
      costs but shall not include taxes or other costs not directly related to the
      sale. The Fees will be due and payable to Consultant thirty (30) days following
      the receipt by the Company of such net proceeds. Consultant shall be entitled
      to
      Fees with respect to any such sale of assets or such excess LPG volumes that
      occur after the date of this Restated Agreement and on or before ninety (90)
      days following any termination of this Restated Agreement. Consultant shall
      not
      be entitled to any Fees with respect to any sale of assets or excess LPG volumes
      that occur more than ninety (90) days following any termination of this Restated
      Agreement or more than one year following the date of this Restated Agreement,
      whichever first occurs. Consultant shall not be entitled to any Fees with
      respect to any excess LPG volumes after March 31, 2006.

    


    In
      lieu
      of cash payment, the Company may, in its sole discretion, offset the amount
      of
      any Fees due and payable to Consultant against any amounts owed (whether or
      not
      then due or payable) by Consultant to the Company, including without limitation,
      any amounts owed by Consultant to Penn Octane pursuant to that certain
      promissory note of Consultant dated April 11, 2000 with a principal amount
      of $3,196,693.00, as such note may be amended from time to time.

    


    Penn
      Octane will be responsible for payment of Fees only with respect to net proceeds
      actually received by Penn Octane. Rio Vista will be responsible for payment
      of
      Fees only with respect to net proceeds actually received by Rio Vista. Rio
      Vista
      will separately reimburse Penn Octane for any Fees that Penn Octane pays to
      Consultant on Rio Vista’s behalf, including by way of offset against
      Consultant’s promissory note to Penn Octane.

    


    In
      the
      event of any disagreement between the Company and Consultant with regard to
      the
      calculation of Fees, the amount of Fees shall be conclusively determined by
      the
      Company’s independent public accountants within thirty (30) days following
      written request by either the Company or Consultant, and the Fees will be due
      and payable ten (10) days following such determination.

    


    Nothing
      contained in this Restated Agreement shall preclude the Company from paying
      additional fees or compensation to Consultant for services rendered with respect
      to other mutually agreed transactions. Any understanding regarding such
      additional fees or compensation will be memorialized in a separate written
      agreement between the parties.

    


    
      
        
        

      

      
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    2.2         
      Expenses.
      Consultant shall provide receipts for all actual, reasonable travel and other
      out-of-pocket expenses incurred by Consultant as necessary in connection with
      the performance of the Services by Consultant. Consultant agrees to submit
      to
      the Company such documentation as may be necessary to substantiate all such
      expenses and reimbursements for deduction by the Company as reasonable and
      necessary under Section 162 of the Internal Revenue Code. No expense claim
      more
      than ninety (90) days old shall be reimbursed.

    


    2.3         
      Taxes.
      Fees do
      not include taxes. To the extent that Consultant is required to pay any federal,
      state or local income, sales, use, property or value-added taxes based upon
      the
      Fees and/or the Services provided under this Restated Agreement, such taxes
      shall be the sole responsibility of Consultant.

    


    


    Section
      3: Term; Termination

    


    3.1          
      Term.
      The
      term of this Restated Agreement shall begin on the date first set forth above
      and shall continue until the earlier of (i) termination in accordance with
      the
      provisions of this Section 3.1,
      and
      (ii) one year from the date of this Restated Agreement. Each of the Company
      and
      Consultant may terminate this Restated Agreement, with or without cause, upon
      thirty (30) days’ written notice to the other party. The provisions of
Sections 1.3,
      2.1, 4, 5, 6, 9, and 10
      shall
      survive the expiration or termination of this Restated Agreement.

    


    3.2         
      Final
      Payments.
      Following termination of this Restated Agreement in accordance with Section
      3.1,
      any
      accrued, but unpaid, Fees shall be shall be paid to Consultant in accordance
      with Section 2.1.
      Within
      thirty (30) days following the date of such termination, Consultant shall submit
      a final expense reimbursement request to the Company in accordance with
Section
      2.2.

    


    Section
      4: Confidentiality.

    


    4.1          Duty
      to Maintain Confidential Information. 

    


    (a)         
      The
      Company and the Affiliates have previously furnished to Consultant, and may
      continue to furnish to Consultant, such information, proprietary data and access
      to the Company’s personnel and records (all such information and access,
“Information”) as reasonably necessary and/or appropriate for Consultant to
      perform the Services, the confidentiality of which gives the Company and the
      Affiliates a competitive advantage in its business. As used herein, the term
      “Information” is to be broadly construed and includes, but is not limited to,
      (i) presentations, ideas, trade secrets, processes, systems, techniques,
      formulas, source and object code, data, programs, know-how, flowcharts, methods,
      compounds, diagrams, drawings, models, specifications, improvements,
      discoveries, developments, designs, and other works of authorship, whether
      patented or registered for trademark or copyright protections, if any, (ii)
      information regarding marketing, sales, licensing, accounting, product or
      service development, assets, competitive analyses, unpublished financial
      statements, budgets, forecasts, prices, costs, business plans, research and
      development plans, clients, client marketing, research and any other
      confidential client activity, suppliers, and employees, (iii) information
      relating to potential acquisitions, dispositions and financing of the Company
      and Affiliates, and (iv) any other information of the type which the
      Company and/or the Affiliates have a legal obligation to keep confidential
      or
      which the Company and/or Affiliate treats as confidential or proprietary,
      whether or not owned or developed by the Company or the Affiliates. The term
      “Information” shall also include any and all such Information pertaining to the
      Company, its Affiliates, and their respective customers and
      suppliers.

    


    
      
        
        

      

      
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    (b)         
       During
      the time that this Restated Agreement remains in effect and at all times
      thereafter, Consultant agrees:

    


    (1)         
      to
      keep
      the Information confidential and not to copy, publish, transmit, or disclose
      to
      others or allow any other party to copy, publish, transmit, or disclose to
      others, any Information, except in accordance with Consultant's fiduciary duty
      to the Company pursuant to this Restated Agreement and in furtherance of the
      interests of the Company and the Affiliates;

    


    (2)         
      to
      use
      the Information exclusively for the purpose of performing the Services under
      this Restated Agreement and for no other purpose; and

    


    (3)         
      that
      the
      Information is, shall be, and shall remain the exclusive property of the Company
      and the Affiliates, and Consultant shall neither have nor acquire any right,
      title, or interest therein.

    


    (c)          
      The
      foregoing confidentiality obligations of Consultant shall not apply to any
      information that (i) is a matter of public knowledge (from a source or sources
      other than Consultant), (ii) is independently developed by a person not a party
      to this Restated Agreement without the use, directly or indirectly, of the
      Information, or (iii) is required by law or the order of any court or
      governmental agency, or in any litigation or similar proceeding to be disclosed,
      provided that Consultant shall, prior to making any such required disclosure,
      notify the Company and/or the Affiliate in sufficient time to permit them to
      seek an appropriate protective order.

    


    4.2.         
      Third
      Party Information.
      Consultant understands that the Company and the Affiliates have received and
      in
      the future will receive from third parties confidential or proprietary
      information (“Third Party Information”) subject to a duty of the Company and the
      Affiliates to hold such information in confidence and to use it only for the
      limited, authorized purpose of performing its obligations to the third party.
      Both during and after the term of this Restated Agreement, Consultant will
      hold
      all Third Party Information in the strictest confidence and will not disclose,
      misappropriate, disseminate, publish, or use it in any manner or form, except
      as
      required by the Services for the Company and/or the Affiliates or as expressly
      authorized in writing by an officer of the Company and/or the Affiliates.


    


    4.3         
      Breach
      of Confidentiality.
      Both
      parties agree that in the event of a breach, threatened breach, violation,
      or
      evasion of the terms of this Section
      4,
      immediate and irreparable injury shall occur to the Company and/or its
      Affiliates, that such injury may be impossible to measure or remedy in monetary
      damages, and the Company and/or the Affiliates shall be authorized to seek
      all
      equitable remedies, including injunctive relief or specific performance, in
      addition to any other legal or equitable remedies that may be available under
      this Restated Agreement and/or at law.

    


    
      
        
        

      

      
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    4.4         
      Return
      of Company Information.
      Upon
      termination of this Restated Agreement or upon request by the Company and/or
      the
      Affiliates, Consultant will promptly deliver to the Company and the Affiliates
      all drawings, notes, memoranda, presentations, brochures, specifications,
      programs, reports, and other documents and manifestations, with all copies
      and
      any other materials containing or disclosing any Information, Third Party
      Information or any other materials related to the Company or the Affiliates
      or
      the Services, whether prepared by Consultant or another party. Consultant agrees
      not to retain any written, electronic or other tangible material containing
      or
      concerning any Information or Third Party Information of the Company and/or
      the
      Affiliates and to maintain the confidentiality of this Information, Third Party
      Information and materials in the future.

    


    4.5         
      Trading
      in Company Securities.
      Consultant shall not buy, sell or conduct any other transaction in or relating
      to the securities of the Company at any time when Consultant is in possession
      of
      material, nonpublic information concerning the Company, its Affiliates, or
      its
      or their securities. Notwithstanding the foregoing, Consultant may buy, sell
      or
      conduct any other transaction in the securities of the Company directly with
      the
      Company or an Affiliate of the Company at any time. The restrictions contained
      in this Section 4.5 shall not apply with respect to information that has
      been publicly disclosed by the Company in a manner consistent with the
      provisions of Rule 101(e) of Regulation FD promulgated under the
      Securities Exchange Act of 1934.

    


    4.6         
      Termination
      of Obligations.
      Consultant’s obligations under this Section 4
      shall
      terminate two (2) years after the termination or expiration of this Restated
      Agreement.

    


    Section
      5: Assignment of Ownership

    


    5.1         
      Work
      Product.
      

    


    (a)         
      Consultant
      agrees and hereby intends that all information, trade secrets, data,
      discoveries, programs, business plans, documents, materials and works of
      authorship or other intellectual property arising out of, resulting from,
      related to, or in connection with the Services provided by Consultant, or
      otherwise conceived or discovered by Consultant, alone or with others, under
      this Restated Agreement, or in connection with services rendered by Consultant
      to the Company or the Affiliates before the date of this Restated Agreement
      (collectively, the “Work Product”) are specially ordered or commissioned works
      and shall be considered work made for hire as provided in the U.S. Copyright
      Act
      (17 U.S.C. 101(2)). All Work Product and the benefits thereof shall immediately
      and automatically be the sole and absolute property of the Company and/or the
      Affiliates, as the case may be.

    


    (b)         
      In
      addition to the foregoing, Consultant hereby irrevocably assigns, conveys and
      transfers to the Company and/or to the Affiliates, their successors and assigns,
      as the case may be, all of Consultant’s right, title and interest worldwide in
      all copyrights, patents, trade secrets, confidential and proprietary rights
      in
      and to the Work Product, including any derivations or modifications thereto
      and
      any associated moral rights, and any other work product created by Consultant
      for the Company or the Affiliates or during any time Consultant is performing
      services for the Company or the Affiliates. Further, Consultant agrees to
      execute, verify and deliver such additional assignment documentation with
      respect to the Work Product as the Company or the Affiliates may request from
      time to time. If Consultant has any rights in and to the Work Product that
      cannot be assigned, (i) Consultant hereby unconditionally and irrevocably agrees
      to waive and hereby does waive enforcement of such rights against Company and
      the Affiliates, their successors, assigns and licensees, and (ii) Consultant
      agrees to grant and hereby does grant to Company and the Affiliates, their
      successors, assigns and licensees, a royalty-free, worldwide, perpetual,
      irrevocable, exclusive license to use, copy, modify, transfer, offer for sale
      and distribute the Work Product for any and all legal purposes. In addition,
      Consultant shall assist the Company and the Affiliates in obtaining patents,
      copyrights and any other available legal protection for the Work Product.


     

    
      
        
        

      

      
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    (c)         
      Nothing
      in this Section
      5.1
      shall be
      interpreted to alter or modify Consultant’s status as an independent
      contractor.

    


    5.2         
      Enforcement
      of Rights.
      Consultant
      shall assist the Company and the Affiliates in every proper way to obtain,
      and
      enforce the Company’s and/or the Affiliates’ United States and foreign rights
      relating to the Work Product or the Information in any and all countries. To
      that end, Consultant shall execute, verify, and deliver such documents and
      perform such other acts (including appearances as a witness) as the Company
      or
      the Affiliates may reasonably request for use in applying for, obtaining,
      perfecting, evidencing, sustaining and enforcing such rights and the assignment
      thereof. If the Company or the Affiliates are unable for any reason to obtain
      Consultant’s signature, after reasonable effort, on any documentation needed in
      connection with the foregoing obligations, Consultant hereby irrevocably
      designates and appoints the Company and the Affiliates and their duly authorized
      agents as Consultant’s attorney-in-fact to act for and on Consultant’s behalf to
      execute, verify and file any such documents and to do all other lawfully
      permitted acts to further the purposes of this Section
      5
      with the
      same legal force and effect as if executed by Consultant. Consultant hereby
      irrevocably waives and assigns to the Company and the Affiliates, any and all
      claims, of any nature whatsoever, which Consultant now or may hereafter have
      against the Company and/or the Affiliates for infringement with respect to
      any
      Work Product.

    


    Section
      6: Restrictive Covenants

    


    6.1         
      Conflict
      of Interest.
      During
      the period of Consultant’s engagement with the Company, without the prior
      written consent of the Company: (a) Consultant shall not directly or
      indirectly engage in any employment, occupation, consulting, or other business
      activity which the Company determines in good faith to be in competition with
      the Company or its Affiliates; and (b) Consultant shall not usurp or take
      advantage of any such business activity without first offering the opportunity
      to the Company and/or the Affiliates.

    


    6.2         
      Compliance
      with Laws.
      Consultant agrees that in the course of fulfilling Consultant’s responsibilities
      under this Restated Agreement, he shall not engage in any conduct, furnish
      any
      information or take any other action which would violate or cause the Company
      to
      violate any United States law or lose any United States federal tax benefits,
      including but not limited to any of the activities described in or prohibited
      by
      The Foreign Corrupt Practices Act of 1977, Section 999 of The Internal Revenue
      Code of 1986, The Export Administration Act of 1984, and all regulations
      promulgated thereunder. Furthermore, Consultant agrees that in performing the
      Services he will comply with and avoid violation of any other applicable laws
      of
      the Mexico, the United States of America, the State of Texas and any other
      jurisdiction or political subdivision thereof, including regulations, rules
      and
      orders promulgated under such laws and customs having the effect of law. Without
      limiting the generality of the foregoing, Consultant will not make any offer,
      payment, promise to pay or authorization of the payment of any money, or any
      offer, gift, promise to give, or authorization of the giving of anything of
      value, directly or indirectly, to any government official, political party,
      party official, or candidate for public or political office to induce such
      persons to use their influence with a government or instrumentality in order
      to
      obtain an improper business advantage for Consultant or the Company. Consultant
      will not retain any sub-agent or representative in connection with the
      performance of the Services without the prior written consent of the Company.
      

    


    
      
        
        

      

      
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    6.3         
      Equitable
      Remedies.
      Consultant acknowledges that irreparable injury will result to the Company
      from
      violation of any of the terms of this Restated Agreement, specifically those
      identified under Sections
      4, 5 and 6.
      Therefore, Consultant expressly agrees that the Company shall be entitled,
      in
      addition to damages and any other remedies provided by law, to an injunction
      (without notice and without the necessity of posting a bond) or other equitable
      remedy respecting such violation or continued violation.

    


    Section
      7: Consultant’s Representations.

    


    7.1         
      No
      Conflicts.
      Consultant represents and warrants that performance of this Restated Agreement
      does not and will not breach any other agreement to which Consultant is a party.
      Consultant further represents and warrants that Consultant has not entered
      into,
      and agrees not to enter into, any agreement, either oral or written, in conflict
      with or in violation of this Restated Agreement. 

    


    7.2         
      Binding
      Obligation.
      Upon
      its execution and delivery, this Restated Agreement shall constitute the valid
      and binding obligation of Consultant, enforceable against Consultant in
      accordance with its terms, except that such enforcement may be subject to
      bankruptcy, insolvency, reorganization, moratorium or other similar laws now
      or
      hereafter in effect relating to creditors’ rights and general principles of
      equity.

    


    Section
      8: Company’s Representations

    


    8.1         
      Authority.
      Company
      represents that it has the full power and authority to enter into and perform
      this Restated Agreement and that the Company has authorized the execution,
      delivery, and performance of this Restated Agreement.

    


    8.2         
      Binding
      Obligation.
      Upon
      its execution and delivery, this Restated Agreement shall constitute the valid
      and binding obligation of the Company, enforceable against the Company in
      accordance with its terms, except that such enforcement may be subject to
      bankruptcy, insolvency, reorganization, moratorium or other similar laws now
      or
      hereafter in effect relating to creditors’ rights and general principles of
      equity.

    


    
      
        
        

      

      
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    Section
      9: Indemnification

    


    9.1         
      Indemnification.
      Consultant shall indemnify the Company and the Affiliates and their respective
      directors, officers, managers, employees, general and limited partners,
      stockholders, agents, affiliates, attorneys, successors and assigns
      (collectively, the "Indemnified Parties") from and against any and all third
      party claims, losses, damages, liabilities and costs (including legal and other
      professional fees and expenses), joint or several, to which such Indemnified
      Parties may become subject relating to or arising out of Consultant's actual
      breach of his obligations under this Restated Agreement. Consultant shall
      reimburse the Indemnified Parties for all expenses (including legal and other
      professional fees and expenses) incurred in connection with the investigation,
      preparation or defense of any pending or threatened claim or any action or
      proceeding arising therefrom, whether or not any of the Indemnified Parties
      is a
      party to such claim or action.

    


    Section
      10: Miscellaneous

    


    10.1.        Assignment.
      This
      Restated Agreement and the Services to be provided hereunder may not be assigned
      or otherwise transferred by Consultant, or by operation of law, without the
      prior written consent of the Company. The Company may assign or transfer this
      Restated Agreement to any Affiliate, without the consent of Consultant. The
      Company’s assignment of this Restated Agreement to any Affiliate shall in no way
      affect Consultant’s obligations under this Restated Agreement.

    


    10.2         Waiver
      and Amendments.
      No
      waiver, amendment or modification of any provision of this Restated Agreement
      shall be effective unless consented to by both parties in writing. No failure
      or
      delay by either party in exercising any right, power or remedy under this
      Restated Agreement shall operate as a waiver of any such right, power or remedy.
      No waiver of any breach of any covenant or provision contained herein shall
      be
      deemed a waiver of any preceding or succeeding breach thereof or of any other
      covenant or provision. No extension of time for performance of any obligation
      or
      act shall be deemed an extension of the time for performance of any other
      obligation or act.

    


    10.3         Notices.
      Any
      notice or communication provided for or required by this Restated Agreement
      to
      be in writing shall be: (a) hand delivered, (b) sent by certified mail with
      full
      postage, or (c) sent by overnight courier service with proof of delivery. Any
      notice so sent shall be deemed received upon the earlier of an actual receipt
      or
      three business days after proper posting. The addresses of the parties shall
      be
      as indicated below, but the parties may change their notice addresses by giving
      written notice of such change to the other party at its current address in
      accordance with this Section.

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
        	
                If
                  to Consultant:

              	
                Jerome
                  B. Richter

              
	 	
                335
                  Tomahawk Drive

              
	 	
                Palm
                  Desert, California 92211

              
	 	 
	
                If
                  to Company:

              	
                Penn
                  Octane Corporation 

              
	 	
                Rio
                  Vista Energy Partners L.P.

              
	 	
                Attn:
                  Chief Executive Officer

              
	 	
                820
                  Gessner Road, Suite 1285

              
	 	
                Houston,
                  Texas 77024

              
	 	 
	 	
                With
                  a copy to:

              
	 	 
	 	
                Kevin
                  W. Finck, Esq.

              
	 	
                Two
                  Embarcadero Center, Suite 1670

              
	 	
                San
                  Francisco, California 94111

              


      

    

     

    10.4         Professional
      Fees.
      In the
      event of the bringing of any action, suit, or arbitration by a party hereto
      against another party hereunder by reason of any breach of any of the covenants,
      agreements, or provisions arising out of this Restated Agreement, the prevailing
      party shall be entitled to recover all costs and expenses of that action, suit,
      or arbitration, at trial, in arbitration, or on appeal, and in collection
      therewith, including but not limited to, reasonable attorneys' fees, accounting,
      and other professional fees resulting therefrom.

    


    10.5         Legal
      and Equitable Remedies.
      Due
      to
      the personal and unique nature of Consultant’s services pursuant to this
      Restated Agreement, and because Consultant shall become acquainted with and
      have
      access to the Company’s proprietary information, the Company shall have the
      right to enforce this Restated Agreement and any of its provisions by
      injunction, specific performance or other equitable relief, without bond, and
      without prejudice to any other rights and remedies that the Company may
      otherwise have to enforce this Restated Agreement.

    


    10.6         Arbitration.
      Any
      controversy or claim arising out of or relating to this Restated Agreement
      (other than claims for preliminary injunctive relief or other prejudgment or
      equitable remedies) shall be settled by binding arbitration in Houston, Texas
      or
      Los Angeles, California (at the election of the party commencing the action)
      in
      accordance with the Commercial Rules of the American Arbitration Association
      then in effect, and judgment upon an award rendered in such arbitration may
      be
      entered in any court having jurisdiction thereof.

    


    BOTH
      PARTIES HAVE READ AND UNDERSTAND THIS SECTION
      10.6,
      WHICH
      DISCUSSES ARBITRATION. THE PARTIES UNDERSTAND THAT BY SIGNING THIS AGREEMENT,
      THEY AGREE TO SUBMIT ANY FUTURE CLAIMS ARISING OUT OF RELATING TO, OR IN
      CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION,
      PERFORMANCE, BREACH, OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT
      THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EACH PARTIES' RIGHT TO A JURY
      TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS
      OF
      THE RELATIONSHIP BETWEEN CONSULTANT AND THE COMPANY. 

    


    10.7         Severability.
      Should
      any one or more of the provisions of this Restated Agreement be determined
      to be
      illegal or unenforceable, all other provisions of the Agreement shall be given
      effect separately from those provisions of this Restated Agreement so determined
      and the other provisions shall not be affected by the illegality or
      unenforceability. 

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    10.8         Representation
      by Counsel; Interpretation.
      Each
      party to this Restated Agreement acknowledges that such party has caused this
      Restated Agreement to be reviewed and/or had the opportunity to have it approved
      by legal counsel of such party’s own choice. Consultant acknowledges and agrees
      that the Law Offices of Kevin Finck has represented the Company, not Consultant,
      in connection with the preparation and execution of this Restated Agreement
      and
      that the Law Offices of Kevin Finck may continue to represent the Company in
      matters related to this Restated Agreement and otherwise. Consultant has been
      advised to obtain independent legal counsel in such connection. The Company
      acknowledges and agrees that the Law Offices of Kevin Finck has represented
      and
      may continue to represent Consultant in matters unrelated to this Restated
      Agreement. The parties hereby waive any claim of conflict of interest based
      on
      the foregoing. The parties have negotiated the provisions of this Restated
      Agreement, and any presumption that an ambiguity contained in this Restated
      Agreement shall be construed against the party that caused this Restated
      Agreement to be drafted shall not apply to the interpretation of this Restated
      Agreement.

    


    10.9         Governing
      Law and Venue.
      This
      Restated Agreement has been entered into in the State of Texas and shall be
      governed by, interpreted under, and construed and enforced in accordance with
      the internal laws of Texas. All claims, arbitrations and lawsuits in connection
      with this Restated Agreement must be brought in Harris County, Texas or Los
      Angeles County, California. Consultant and Company hereby agree to this
      jurisdiction and venue.

    


    10.10       
      Entire
      Agreement.
      This
      Restated Agreement constitutes the entire agreement between the parties hereto
      with respect to the subject matter hereof and supersedes any and all prior
      or
      contemporaneous agreements, understandings, discussions, and/or commitments
      of
      any kind with respect to the subject matter hereof, including without limitation
      the Consulting Agreement between the parties dated on or about July 19, 2005.
      This Restated Agreement may not be amended or supplemented, nor may any right
      hereunder be waived, except in writing signed by each of the
      parties.

    


    10.11        Severability.
      If any
      provision of this Restated Agreement is declared void, or otherwise
      unenforceable, such provision shall be deemed to be severed from this Restated
      Agreement, which shall otherwise remain in full force and effect.

    


    10.12        Survival.
      The
      provisions of Sections
      1.3, 2.1, 4, 5, 6, 9, and 10
      shall
      survive any termination or expiration of this Restated Agreement.

    


    10.13        Further
      Assurances.
      The
      parties shall, from time to time, promptly execute and deliver such further
      instruments, documents and papers and perform such further acts as may be
      necessary or proper to carry out and effect the terms of this Restated
      Agreement.

    


    10.14        Counterparts.
      This
      agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one and the same
      instrument. Facsimile signatures shall have the same legal effect as original
      signatures.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Consulting Agreement as of the date first written
      above.

    

      
        
          	
                  "The
                    Company"

                	 	
                  "Consultant"

                	 
	 	 	 	 	 
	
                  PENN
                    OCTANE CORPORATION

                	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                  By:

                	/s/
                  Charles C. Handly	 	
                  /s/
                    Jerome B. Richter

                	 
	 	
                  Charles
                    C. Handly,

                	 	
                  Jerome
                    B. Richter

                	 
	 	
                  Chief
                    Executive Officer

                	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                  RIO
                    VISTA ENERGY PARTNERS L.P.

                	 	 	 
	 	 	 	 	 
	
                  By:

                	
                  Rio
                    Vista GP LLC, General Partner

                	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                  By:

                	/s/
                  Charles C. Handly	 	 	 
	 	
                  Charles
                    C. Handly,

                	 	 	 
	 	
                  Chief
                    Executive Officer

                	 	 	 


        


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

       

    

    Schedule
      1

    


    


    
      	
              Month

            	
              Nominal
                LPG Volume

            
	 	 
	
              July
                2005

            	
              3,500,000
                gallons

            
	
              August
                2005

            	
              3,500,000
                gallons

            
	
              September
                2005

            	
              6,000,000
                gallons

            
	
              October
                2005

            	
              9,000,000
                gallons

            
	
              November
                2005

            	
              13,000,000
                gallons

            
	
              December
                2005

            	
              13,000,000
                gallons

            
	
              January
                2006

            	
              13,000,000
                gallons

            
	
              February
                2006

            	
              13,000,000
                gallons

            
	
              March
                2006

            	
              9,000,000
                gallons