CONTROL #__________

                               AMENDMENT AGREEMENT
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     THIS  AMENDMENT  AGREEMENT (the "Amendment") is entered into as of the 14th
day  of  April,  2000,  by  and  between  Penn  Octane  Corporation,  a Delaware
corporation  (the  "Company",  and  the  other  undersigned  signatory  to  this
Amendment  (the "Purchaser"), with reference to the following agreed upon facts:

     A.  The  Company  and  the  Purchase  heretofore  entered into that certain
Purchase  Agreement  (the  "Agreement") as of the 17th day of December, 1999 the
"Agreement  Date").  Pursuant  to  the Agreement, also as of the Agreement Date,
(i)  the  Company  issued to the Purchaser (a) that certain Promissory Note (the
"Note"), and (b) that certain Common Stock Purchase Warrant (the "Warrant"); and
(ii) the Company and the Purchaser entered into that certain Registration Rights
Agreement  (the  "RR Agreement").  The Agreement, Note, Warrant and RR Agreement
are  hereinafter  collectively  referred  to  as  the  "Existing  Documents".

     B.  The  Company  and the Purchaser desire, by executing this Amendment, to
amend  the  Existing Documents in certain respects effective as of the Agreement
Date,  all  as  hereinafter  more  fully  provided.

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficient  of  which  are  hereby
acknowledged,  the  parties  agree  as  follows:

     1.  Agreement.  Effective  as  of  the Agreement Date, Section 10(g) of the
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Agreement  is  hereby amended to replace the figure "$2,000,000" with the figure
"$5,000,000";  and  all  of  the  Existing  Documents  are also otherwise hereby
amended  to  the  full  extent  necessary to reflect and give full effect to the
foregoing  amendment.

     2.  RR  Agreement.  Effective  as  of the Agreement Date, the definition of
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"Effective Date" contained in Section 1 of the RR Agreement is hereby amended to
replace  the  date "January 15, 2000" with the date "April 30, 2000"; and all of
the  Existing  Documents  are  also  otherwise hereby amended to the full extent
necessary  to  reflect  and  give  full  effect  of  the  foregoing  amendment.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first  above  written  but  effective  as  of  the  Agreement  Date.

                                         PENN  OCTANE  CORPORATION


By:                                    By:
   ---------------------------------      --------------------------------------
                                          Ian  T.  Bothwell
                                          Vice  President,  CFO


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