AGREEMENT
This Agreement dated as of November 7, 1997 by and among Penn Octane
Corporation, a Delaware corporation (the "Company"), Xxxxxxx Xxxxx del Xxxxx,
a citizen of the United Mexican States (the "Consultant"), and Xxxxx del
Cueto, Monroy, Irurita y Vez, S.C., a law firm organized under the laws of the
United Mexican States ("RCMIV").
WHEREAS, the Consultant rendered consulting and advisory services (the
"Services") to the Company in connection with the negotiation and execution by
the Company of the Agreement entered into between the Company and P.M.I.
Limited, a wholly-owned subsidiary of Petroleos Mexicanos, a state-owned
Mexican company, dated October 7, 1996;
WHEREAS, the Company issued a promissory note (the "Promissory Note")
dated December 12, 1996 in the principal amount of U.S.$100,000.00 in favor of
the Consultant, and entered into a subsequent agreement with RCMIV dated June
23, 1997 (the "June Agreement"), in each case to provide for payment for the
Services; and
WHEREAS, the Company, the Consultant and RCMIV desire (i) to satisfy
payment for the Services through the issuance to the Consultant of Common
Stock, par value $.01 per share, of the Company ("Common Stock"), and (ii) to
cancel the Promissory Note and June Agreement.
NOW THEREFORE, in consideration of the mutual promises and of the mutual
covenants and conditions herein contained, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. The Company, RCMIV and the Consultant hereby agree that the Consultant
alone rendered all of the Services to the Company; and the Company and the
Consultant hereby agree that the value of such Services are U.S.$113,000.00.
2. The Company hereby agrees to issue to and in the name of the
Consultant, and the Consultant hereby agrees to accept, 20,314 shares of
Common Stock, in each case, as compensation for, and in full satisfaction of,
all amounts owed to the Consultant for the Services.
3. RCMIV and the Company hereby agree that the June Agreement is null and
void and of no further force or effect upon execution of this Agreement and
issuance to the Consultant of 20,314 shares of Common Stock.
4. The Company and the Consultant agree to cancel the Promissory Note and
the Consultant agrees to surrender such Promissory Note to the Company upon
execution of this Agreement and issuance to the Consultant of 20,314 shares of
Common Stock.
5. The Consultant agrees, in his capacity as partner of RCMIV, and on
behalf of RCMIV, that the Company has no unfulfilled payment or other
obligations to RCMIV.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without regard to the conflicts of law
principles thereof. This Agreement may be executed in two or more
counterparts.
Accepted and Agreed to by:
PENN OCTANE CORPORATION
/s/ Xxxxxxx Xxxxx del Xxxxx By: /s/ Xxx X. Xxxxxxxx
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Xxxxxxx Xxxxx del Xxxxx Name: Xxx X. Xxxxxxxx
Title: Chairman, President and
Chief Executive Officer
XXXXX DEL CUETO, MONROY, IRURITA Y VEZ, S.C.
By:/s/ Xxxxxxx Xxxxx del Xxxxx
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Name: Xxxxxxx Xxxxx del Xxxxx
Title:
