AMENDEDSUPPLEMENT AND AMENDMENT TO
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STOCK PURCHASE AND SEPARATION AGREEMENT
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This Amended Supplement and Amendment To Stock Purchase and Separation
Agreement is executed this 2nd day of October, 2003, and is intended to
supplement (i) that certain Supplement and Amendment To Stock Purchase and
Separation Agreement, dated September 12, 2003 and (ii) the Stock Purchase and
Separation Agreement, dated July 22, 2003 (hereafter collectively called "Stock
Purchase Agreement"), executed by and between Xxxxx Xxxxxxxxxxx (hereafter
"Employee") and Penn-Octane Corporation (hereafter "Penn-Octane"); and
WHEREAS, subsequent to the execution of the Stock Purchase Agreement the
parties have agreed to certain clarifications and modifications of the Stock
Purchase Agreement; and
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties agree as follows:
1. The parties hereby agree to replace Section 5(e) of the Stock
Purchase Agreement to hereby read as follows:
"Within sixty (60) days of Closing, Penn-Octane Corporation shall cause to
be issued to Employee 21,818 shares of newly issued and restricted common shares
of Penn-Octane Corporation. The parties agree that the shares being received by
Employee pursuant to this section 5(e) represents additional compensation
received by Employee for severance compensation received by Employee related to
any of his prior positions or employment with
Penn-Octane Corporation, Termatsal, S.A. de C.V., Penn-Octane de Mexico, S.A. de
C.V., and Tergas, S.A. de C.V.
2. The parties hereby agree to replace Section 5(b) of the Stock
Purchase Agreement to hereby read as follows:
A loan extended by Penn-Octane to Xxxxxxxxxxx in the principal amount of
$498,000.00 (U.S. dollars), dated March 25, 2000 and a loan extended to the wife
of Xxxxxxxxxxx in the principal amount of approximately $46,603.00 (U.S.
dollars), dated March 26, 2000, which loans were utilized by them to purchase a
total of 215,000 common shares of Penn-Octane stock shall be forgiven on the
Closing Date. The parties agree that the forgiveness of the loans pursuant to
this section 5(b) represents additional compensation received by Employee for
severance compensation received by Employee related to any of his prior
positions or employment with Penn-Octane Corporation, Termatsal, S.A. de C.V.,
Penn-Octane de Mexico, S.A. de C.V., and Tergas, S.A. de C.V.
IN WITNESS WHEREOF, the parties set their hands in agreement as of the date
first above written.
PENN OCTANE CORPORATION
By:____________________________________
XXX XXXXXXXX
By:____________________________________
XXXXX XXXXXXXXXXX
