0001140361-06-011803 Sample Contracts

MATAMOROS LPG MIX PURCHASE AND SALES AGREEMENT BETWEEN RIO VISTA OPERATING PARTNERSHIP L.P. AND P.M.I. TRADING LIMITED
Matamoros LPG Mix Purchase and Sales Agreement • August 14th, 2006 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This Matamoros LPG Mix Purchase and Sales Agreement (the "Agreement"), made and entered into as of April 28th, 2006, by and between Rio Vista Operating Partnership L.P., a corporation organized under the laws of the State of Delaware, United States of America, having its principal place of business at 820 Gessner Road, Suite 1285, Houston Texas, 77024, United States of America ("Seller") and P.M.I. Trading Limited, a corporation organized under the laws of Ireland, having the administration of its business and place of address at Av. Marina Nacional No. 329, Torre Ejecutiva Piso 20, Col. Huasteca, C.P. 11311, in Mexico City, Mexico ("Buyer") (each of Buyer and Seller, "Party" and, collectively, the "Parties").

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 14th, 2006 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas

This PURCHASE AND SALE AGREEMENT, dated August 15, 2005, as amended and restated on August 15, 2006 (this “Agreement”), is entered into by and between RIO VISTA OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“Seller” or “Rio”), and TRANSMONTAIGNE PRODUCT SERVICES INC. (“Buyer”). Buyer and Seller may be referred to herein individually as a “Party” or collectively as the “Parties.”

Contract
Ella-Brownsville Pipeline Lease Agreement • August 14th, 2006 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 14th, 2006 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas

This PURCHASE AND SALE AGREEMENT, dated as of August 15, 2005, as amended and restated on August 15, 2006 (this “Agreement”), is entered into by and between PENN OCTANE CORPORATION, a Delaware corporation (“Seller” or “Penn”), and TRANSMONTAIGNE PRODUCT SERVICES INC. (“Buyer”). Buyer and Seller may be referred to herein individually as a “Party” or collectively as the “Parties.”

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