Exhibit 10.9


    
      

    

    Exhibit
      10.9



    AMENDED
      AND RESTATED PROMISSORY NOTE

    


    


    
      	
              $3,196,693.00

            	
              Palm
                Desert, California

            
	 	
              November 15,
                2005

            


    

    


    This
      Amended and Restated Promissory Note (this “Restated Promissory Note”) amends,
      restates and replaces that certain Promissory Note of Jerome B. Richter dated
      April 11, 2000 (the “Prior Promissory Note”).

    


    FOR
      VALUE
      RECEIVED, Jerome B. Richter, an individual residing at 335 Tomahawk Drive,
      Palm Desert, California 92211 (the "Borrower"), hereby promises to pay to the
      order of Penn Octane Corporation, a Delaware corporation (the "Lender"), at
      its
      offices located at 55-730 Enfield Lane, Bldg. D, Palm Desert, California 92211,
      or at such other place as the Lender shall designate, the principal amount
      of
      Three Million One Hundred Ninety-Six Thousand Six Hundred Ninety-Three Dollars
      ($3,196,693.00) on or before July 29, 2007 (the “Maturity Date”). The Borrower
      shall pay interest on the unpaid principal amount hereof from the date hereof
      until paid, at the prime rate of Bank of America, N.A., plus two (2) percentage
      points, to be paid in arrears on the Maturity Date; provided however, that
      Borrower will not be required to pay or accrue interest so long as Borrower
      continues to provide a personal guaranty on behalf of the Lender of debt of
      the
      Lender to any person in an amount equal to at least $1,800,000 (the "Guaranty").
      Interest will commence immediately upon the termination of the Guaranty.
      Borrower shall continue to guaranty up to $1,800,000 in indebtedness of the
      Lender, if requested by the Lender, until all obligations under this Restated
      Promissory Note are satisfied.

    


    Should
      the indebtedness represented by this Restated Promissory Note or any part
      thereof be collected at law or in equity or in bankruptcy, receivership or
      other
      similar court proceedings or this Restated Promissory Note be placed in the
      hands of attorneys for collection before or after maturity, the Borrower, its
      successors and assigns, agree to pay, in addition to the principal and interest
      due and payable hereon, reasonable attorneys' and collection fees.

    


    If
      the
      Borrower shall fail to make payment of principal or interest on this Restated
      Promissory Note when due, and if such default is not cured within ten (10)
      days
      thereafter, or if the Borrower shall become insolvent or a voluntary or
      uncontroverted petition shall be filed under the Federal Bankruptcy Code or
      other similar Federal or state law dealing with arrangements for the relief
      of
      creditors with respect to the Borrower (in each case, an "Event of Default"),
      and in any such event, the holder shall have the right without notice to the
      Borrower to declare this Restated Promissory Note with accrued interest hereon
      to be immediately due and payable (whether or not then due by the stated terms
      hereof), whereupon the same shall become and be immediately due and payable
      without presentment, demand, protest or notice of any kind, all of which are
      hereby expressly waived by the Borrower.

    


    This
      Note
      is secured by and entitled to the benefits of a Pledge and Security Agreement
      dated April 11, 2000, pursuant to which Borrower's obligations under the
      Prior Promissory Note and this Restated Promissory Note are secured by one
      million (1,000,000) shares of Penn Octane Corporation common stock owned by
      Borrower and by one hundred twenty-five thousand (125,000) Rio Vista Energy
      Partners L.P. common units owned by Borrower.


    
      
        
        

      

      
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    No
      waiver
      by the holder of any breach of any covenant of the Borrower herein contained
      or
      any term or condition hereof shall be construed as a waiver of any subsequent
      breach of the same or of any other covenant, term or condition
      herein.

    


    This
      Restated Promissory Note shall be deemed to have been made under, and in all
      respects shall be governed by and construed in accordance with, the laws of
      the
      State of California.

    


     

     

     

    
      	 	/s/
              Jerome B. Richter
	 	
              Jerome
                B. Richter

            


    

     

    
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