[TRANSLATION]
PROMISSORY SHARE TRANSFER AGREEMENT
PROMISSORY SHARE TRANSFER AGREEMENT EXECUTED ON NOVEMBER 13, 2000, BY PEDRO
PRADO LUNA, INDIVIDUALLY (HEREINAFTER THE "PROMISOR-SELLER") AND PENN OCTANE
CORPORATION, REPRESENTED HEREIN BY IAN BOTHWELL (HEREINAFTER THE
"PROMISOR-BUYER"), IN ACCORDANCE WITH THE FOLLOWING:
RECITALS
WHEREAS, the PROMISOR-SELLER is a person of Mexican nationality that
desires to sign the present preparatory agreement such that in the future he may
sign a final agreement whereby the PROMISOR-BUYER will transfer 1 (one) ordinary
registered share with a $500.00 Peso (Five Hundred and 00/100 Pesos) face value,
representative of the fixed corporate capital of TERMATSAL, S.A. DE C.V.
(hereinafter identified as "TERMATSAL"), of which it is the sole and legitimate
owner;
WHEREAS, the PROMISOR-BUYER is a corporation organized in accordance with
the laws of the United States of America and desires sign this preparatory
agreement with regards to the future purchase of TERMATSAL share of which the
PROMISOR-SELLER is owner.
WHEREAS, as registered in the corporate books of TERMATSAL, the share owned
by PROMISOR-SELLER and that will be transferred by means of a final agreement
executed between the parties are totally subscribed and paid.
BASED ON THE ABOVE, and in consideration of the agreements and mutual
covenants contained in this agreement, the PROMISOR-SELLER and PROMISOR-BUYER
execute this agreement in accordance with the following:
CLAUSES
1. Subject Matter of the Agreement. Subject to the terms and conditions
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established herein, PROMISSOR-SELLER promises to transfer to PROMISOR-BUYER, and
PROMISOR-BUYER promises to buy, 1 (One) ordinary registered share with a nominal
value of $500.00 Pesos (Five Hundred and 00/100 Pesos), representative of the
fixed corporate capital of TERMATSAL, of which it is the sole and legitimate
owner.
2. Value of Transfer. The amount of the individual share value shall be
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that determined by PROMISOR-BUYER'S accountants based on the company's financial
records. This is also the price that will comprise the per share sales price in
the final agreement based on prior approval from PROMISOR-BUYER.
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3. Date of Signing Final Agreement. The final Agreement should be singed by
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the parties within 10 (Ten) business days following the date when the per share
value is determined in accordance with the preceding clause. Said agreement
should comply with the formalities required by law for its validity and should
provide that the transfer of the share be conditioned on the condition precedent
that if the settlement agreement between CPSC International, Inc., Cowboy
Pipeline Service Company, Inc. and Penn Octane Corporation is not signed by all
the named parties is not signed and approved by the appropriate U.S.
authorities, the agreement is voided.
4. Warranties and Representations of PROMISOR-SELLER. The PROMISOR-SELLER
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represents and warrants to the PROMISOR-BUYER that TERMATSAL is duly organized
in accordance with the laws of the Mexican Republic, and that the share the
subject of the final transfer agreement are free of all liens or limitations of
ownership, reason for which they may be freely disposed of.
Likewise, the PROMISOR-SELLER, obligates himself not to undertake any act
that could limit or prejudice, in any manner, the shares that are the subject
matter of the final transfer agreement or that in any way impedes in the
execution of the final transfer agreement.
5. Continuity of Agreement. This agreement is obligatory for all
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contracting parties, as well as their heirs, assigns, as well as before any
other third party with regard to the transfer or the transferring of rights of
same.
6. Jurisdiction. The parties expressly agree to submit to the jurisdiction
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of the tribunals in Mexico City, Federal District, for the interpretation and
compliance of this agreement, for which they will waive any other jurisdiction
by reason of the present or future domicile.
7. Counterparts. This Agreement may be signed simultaneously in two or more
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counterparts, each one being considered as the same original, but collectively
shall constitute one legal act.
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In witness hereof, the parties have duly executed this Agreement as of the
date first indicated.
PROMISOR-SELLER:
PEDRO PRADO LUNA
________________________________________
PROMISOR-BUYER:
PENN OCTANE CORPORATION
By:_____________________________________
Name: IAN BOTHWELL
Its:____________________________________
WITNESS WITNESS
Name:___________________________ Name:______________________________
________________________________ ___________________________________
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