Current Assets

TLP and RVOP are parties to a Letter of Intent (the “LOI”) dated September 12. 2007 pursuant to which TLP is paying RVOP a refundable deposit in the amount of Six Million Five Hundred Thousand Dollars ($6,500,000.00) (the “Deposit”) in connection with the proposed purchase of certain of RVOP’s assets.

TPSI and RVOP are parties to that certain Restated and Amended Promissory Note (the “Promissory Note”) in the principal sum of One Million Dollars ($1,000,000.00), dated September 12, 2007, pursuant to which RVOP has agreed to pay to TPSI the principal sum together with interest (the “Loan”) pursuant to the terms and conditions set forth in the Promissory Note.

The obligations of RVOP under the LOI to refund the Deposit and under the Promissory Note to repay the Loan (collectively, the “Secured Obligations”) are secured by a security interest in specified collateral as set forth in that certain Restated and Amended Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated September 12, 2007, entered into by and among RVOP and the Pledgees.

Pursuant to the obligations assumed by RVOP under the RVOP Agreements, and as security for the timely payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, (i) Pledgor shall execute and deliver this Agreement in order to assign, upon an event of default under the RVOP Agreements, certain rights and actions that Pledgor is entitled in connection to the equity interests issued by Tergas, S. de R.L. de C.V. (“Tergas”), and (ii) RVOP will cause certain other agreements (the “Other Mexican Security Documents”) to be executed and delivered granting a perfected first priority pledges and security interests to Pledgees in and to one hundred percent of the corporate capital of Penn Octane de Mexico, S. de R.L. de C.V. and in Penn Octane de Mexico, S. de R.L. de C.V.

The LOI, the Promissory Note, the Security Agreement and the Other Mexican Security Documents are referred to herein as the “RVOP Agreements”). Capitalized terms used herein and not defined herein shall have the meaning assigned to such terms in the Security Agreement.

The Assignor, through its trust delegates, hereby declares that:

It is a Delaware partnership organized under the laws of Delaware.

It has all the necessary and sufficient authority to enter into this Agreement and to perform its obligations hereunder and has been authorized to enter into this Agreement through all required internal resolutions.

It has executed certain option purchase agreements to purchase all the equity interests that represent all the capital of Tergas (“Option Agreements”).

The partners of Tergas have granted irrevocable powers of attorney to the Assignor to freely vote the equity interests that represent all the capital of Tergas (“Stock Powers”).

The Option Agreements and the Stock Powers allow the Assignor to assign or delegate its rights and actions under the Option Agreements and the Stock Powers (“Tergas Rights”).

Its representative is duly authorized to enter into this Agreement on behalf of the Trustee, which authority has not been limited, revoked or modified in any way.

The entering into this Agreement and the performance of its obligations hereunder do not contravene or result in a breach of (i) its trust purpose or (ii) any applicable law or any agreement to which it is a party.

This Agreement constitutes a legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms.

Each Assignee, through its legal representatives, hereby declares that:

It is a company or limited partnership duly organized, validly existing and in good standing under the laws of the United States of America.

Its legal representative has the authority to obligate the Assignees in terms of this Agreement, and such authority has not been limited or revoked in any way.

It has the power and authority to enter into this Agreement, it has obtained the requisite corporate, other third party and governmental authorizations and approvals, and has made all filings necessary to, enter into this Agreement, to perform its obligations hereunder.

The entering into this Agreement and the performance of its obligations hereunder do not contravene or result in any breach of (i) its by-laws and articles or incorporation, (ii) any applicable law, rule, decree or authorization (including any license or concession) applicable to Assignees, or (iii) any agreement of any nature whatsoever to which Assignees may be a party.

This Agreement constitutes a legal, valid and binding obligation of Assignees, enforceable against Assignees in accordance with its terms.