0001362310-07-001944 Sample Contracts

GUARANTY & AGREEMENT
Guaranty Agreement • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

Guaranty and Agreement (“Guaranty”) between the Guarantor named below and RZB FINANCE LLC (together with its successors and assigns, “RZB”), dated as of July 26, 2007.

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FIRST AMENDMENT TO LINE LETTER
Line Letter • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This FIRST AMENDMENT TO LINE LETTER, dated as of July 26, 2007, is between RZB FINANCE LLC (“RZB”) and Penn Octane Corporation (the “Borrower”).

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PLEDGE AGREEMENT
Pledge Agreement • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

Rio Vista Energy Partners L.P., a Delaware limited partnership, having an office at 820 Gessner Road, Suite 1285, Houston, Texas 77024 (hereinafter referred to as the “Pledgor”), and RZB Finance LLC, having an office at 1133 Avenue of the Americas, New York, NY 10036 (hereinafter referred to as the “Lender”).

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REAFFIRMATION OF SECURITY AGREEMENTS
Security Reaffirmation Agreement • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This REAFFIRMATION OF SECURITY AGREEMENTS, dated as of July 26, 2007 (this “Security Reaffirmation Agreement”), is by and among Rio Vista Energy Partners L.P., a Delaware limited partnership (the “Borrower” and a “Grantor”), Penn Octane Corporation, a Delaware corporation (“POC” and a “Grantor”) and Rio Vista Operating Partnership L.P., a Delaware limited partnership (“RVOP”, a “Grantor” and together with the Borrower and POC, the “Grantors”) and RZB Finance LLC (the “Lender”).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware

THIS AGREEMENT AND PLAN OF MERGER, made as of the 27th day of July, 2007, by and among Rio Vista Energy Partners L.P., a Delaware limited partnership (“Buyer”); Regional Enterprises, Inc., a Virginia corporation and newly formed, wholly owned subsidiary of Buyer (“Merger Sub”); Regional Enterprizes, Inc. (also known as Regional Enterprises, Inc.), a Virginia corporation (“Company”); the shareholders of Company as set forth on Schedule 1 (individually, a “Shareholder” and collectively, the “Shareholders”); and W. Gary Farrar, Jr. (“Principal”).

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ESCROW AGREEMENT
Escrow Agreement • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)

NOW, THEREFORE, in consideration of the premises, the undersigned hereby agree as follows, effective as of the 27th day of July, 2007:

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DEBT ASSUMPTION AGREEMENT
Debt Assumption Agreement • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)

THIS DEBT ASSUMPTION AGREEMENT (the “Agreement”) made as of the 26th day of July, 2007, by and between Rio Vista Energy Partners L.P., a Delaware limited partnership (“Parent”) and Regional Enterprises, Inc., a Virginia corporation (“Merger Sub”).

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NOTE
Loan Agreement • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)

FOR VALUE RECEIVED, the undersigned, Rio Vista Energy Partners L.P., a Delaware limited partnership (the “Borrower”), hereby unconditionally promises to pay to the order of RZB Finance LLC (the “Lender”) in immediately available funds the principal amount of Five Million United Stated Dollars (US$5,000,000) payable on DEMAND but in any event not later than July 19, 2008, provided that the final payment on July 19, 2008 shall equal the entire principal balance outstanding hereunder on such date, and to pay interest on the unpaid principal amount hereof for the period commencing on the date hereof until payment in full at the rates per annum and on the dates provided in the Loan Agreement dated the date hereof between the Borrower and the Lender (as it may from time to time be amended, supplemented or otherwise modified, the “Agreement”) and as calculated therein.

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CONSULTANT AGREEMENT
Consultant Agreement • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This Agreement is made and entered into as of the 2nd day of July, 2007 between Rio Vista Energy Partners, L.P. (the “Company”) and CEOcast, Inc. (the “Consultant”)

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CONSULTING AGREEMENT
Consulting Agreement • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into on this ___th day of June, 2007, with an effective date of November 1, 2006 (the “Effective Date”) 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 are sometimes collectively referred to as the “Company”) and Ricardo Rodriguez Canney (“Consultant”), as follows:

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ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)

ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) made as of the 26th day of July, 2007 by REGIONAL ENTERPRISES, INC., a Virginia corporation and a subsidiary of Borrower (as defined below) having its principal place of business at 410 Water Street, Hopewell, Virginia 23860 (“Indemnitor”), and RZB FINANCE LLC, having an address at 1133 Avenue of the Americas, New York, New York 10036 (“Indemnitee”) and other Indemnified Parties (defined below).

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GENERAL SECURITY AGREEMENT
General Security Agreement • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

In consideration of loans, credit or other financial accommodations extended or continued from time to time to, or on the guaranty, endorsement or other assurance of, the undersigned (“Obligor”) by RZB Finance LLC (together with its successors and assigns, “RZB”), Obligor hereby agrees as follows:

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LOAN AGREEMENT DATED AS OF JULY 26, 2007 between RIO VISTA ENERGY PARTNERS L.P. as Borrower, and RZB FINANCE LLC as Lender
Loan Agreement • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:

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EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment Agreement • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)

This EMPLOYMENT AND NON-COMPETITION AGREEMENT (the “Agreement”) is effective as of the 27th day of July, 2007 (the “Effective Date”), and is made by and between Regional Enterprises, Inc., a Virginia corporation (herein referred to as “Employer” or “Company”), and W. Gary Farrar, III, an individual currently residing in the Commonwealth of Virginia (the “Employee”).

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DEBT ASSUMPTION NOTE
Debt Assumption Note • August 20th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)

This Debt Assumption Note is issued pursuant to a Debt Assumption Agreement dated as of even date herewith between the Lender and Borrower. Until the termination of the Debt Assumption Agreement, all payments due to the Lender under this Debt Assumption Note shall be paid to RZB Finance LLC.

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