Asset Purchase Agreement

Exhibit 10.44

September 12, 2007

Rio Vista Energy Partners L.P.
2121 Rosecrans Ave, Suite 3355
El Segundo, CA 90245

Attention: Mr. Ian Bothwell

Re:		Asset Purchase Agreement between Transmontaigne Partners L.P. and Rio Vista Operating Partnership L.P.

Dear Mr. Bothwell:

This Binding Letter of Intent (“ Letter ”) is made and entered into by and between Transmontaigne Partners L.P., a Delaware limited partnership, (“ TLP ”) and Rio Vista Operating Partnership L.P. (“ RVOP ”) and is effective and binding as of September 12, 2007 (the “ Effective Date ”). Each of TLP and RVOP is sometimes individually referred to in this Letter as a “ Party ” and collectively as the “ Parties .”

TLP, either directly or through one or more affiliates, is interested in the purchase of two liquefied petroleum gas (“ LPG ”) pipelines owned by RVOP and its affiliates that extend from Brownsville, Texas to the US/Mexico border and the shares in three Mexican companies owned or controlled by RVOP.

Subject to the terms and conditions set forth herein, TLP proposes to purchase for an aggregate purchase price of $10,500,000 to be paid as provided herein (a) the United States portion of the two pipelines from the Brownsville, Texas terminal to the United States border (the “ US Pipelines ”) with all associated rights-of-way and easements (the “ US Easements ”) and (b) all of the outstanding equity interests of Penn Octane de Mexico, S. de R.L. de C.V. (“ POM ”), which holds the CRE permit, Termatsal, S. de R.L. de C.V. (“ Termatsal ”), which owns the portion of the two pipelines that extend from the US border to Matamoros, Mexico (the “ Mexican Pipelines ”) and Tergas, S. de R.L. de C.V. (“ Tergas ”), which owns the Matamoros, Mexico terminal site (the “ Mexican Terminal ”).

POM and Termatsal are 100% owned subsidiaries of RVOP and Tergas is an affiliate of RVOP and each of the three companies are organized under the laws of Mexico (collectively, the “ Included Subsidiaries ”). The Mexican Pipelines, together with the US Pipelines, the US Easements, the Included Subsidiaries and the Mexican Terminal, are collectively referred to as the “ Assets. ” The foregoing transactions are referred to herein as the “ Transaction. ”

Upon the execution and delivery of this Letter by the Parties, and subject to the satisfactory completion of mutually acceptable security agreements and other appropriate collateral documentation, including, without limitation a mutually acceptable subordination agreement from the RVOP lenders (collectively, the “ Collateral Documentation ”), TLP will advance as a refundable deposit to RVOP an amount equal to $6,500,000 (the “ Initial Deposit ”), which shall be repaid to TLP in the event the Transaction does not close prior to December 31, 2007. The obligation to repay the Initial Deposit shall be secured by valid, first priority security interests in the US Pipelines, a collateral assignment of the US Easements, and a pledge of the shares of the Included Subsidiaries. Subject to the satisfaction of the conditions set forth herein and in definitive documentation referred to below, upon the closing of the Transaction, the Initial Deposit and all amounts outstanding (including accrued interest) under the Promissory Note issued by the Rio Vista Operating Partnership L.P. to TransMontaigne Product Service Inc.’s in the principal amount of $1,000,000 (the “ Pre-Existing Loan ”), the maturity date of which shall be extended to December 31, 2007, shall be repaid by RVOP with the net proceeds, subject to Exhibit A, from the Transaction.

Commencing upon the Effective Date, the Parties agree to undertake good faith efforts to:

(1) negotiate a final, definitive written stock and asset purchase agreement incorporating the terms and conditions set forth in Exhibit A attached to this Letter, the provisions set forth in the paragraphs below and other terms and conditions acceptable to the Parties (the " Agreement ”);

(2) prepare and file all appropriate applications, forms or other documents necessary or reasonably advisable in order to give effect to the Transaction, and

(3) negotiate and complete any additional necessary or reasonably advisable agreements or other documents necessary to perfect TLP’s security interest. In the event the Agreement is executed, then upon execution, the Agreement shall supersede this Letter to the extent so provided in the Agreement.

Conduct of Business Pending Closing . From the date hereof until the earlier to occur of the closing of the Transaction or the Termination Date (as defined below), RVOP agrees that it shall, and it shall cause its respective subsidiaries and affiliates to, operate and maintain the Assets in good working order, condition and repair in accordance with past practice and in compliance with all applicable agreements, laws and regulations, and to maintain insurance on the Assets in accordance with past practice.

Exclusivity and No-Shop. RVOP recognizes that TLP has expended and expects to expend considerable money, resources and time performing its due diligence investigation of RVOP and the Transaction. Accordingly, for a period commencing on the Effective Date and extending through December 31, 2007 (“ Exclusivity Period ” ending on the “ Termination Date ”) RVOP will, and will use its best efforts to cause the shareholders, directors, officers, employees, accountants, lawyers, brokers, financial advisors, and any other agents or representatives (collectively, the " Representatives ”) of RVOP to,

(a)

deal exclusively with TLP regarding the Transaction and immediately halt any discussions with third parties regarding (i) the sale or purchase, directly or indirectly, whether by merger, consolidation, stock or asset acquisition, or otherwise, of all or any portion of the Assets, including all or any controlling portion of the stock of RVOP; or (ii) any other transaction that could materially affect the ability of RVOP to consummate the Transaction with TLP (any such transaction being referred to hereinafter as a “ Competing Transaction ”); and

(b)

not to hold any discussions with, provide any non-public information to, or respond to any inquiry made by, any third party concerning a Competing Transaction or to cooperate in any way with, agree to, assist or participate in, solicit, consider, entertain, facilitate or encourage, any effort or attempt by any third party to do or seek any of the foregoing. If at any time prior to the Termination Date, RVOP is approached in any manner by a third party concerning a Competing Transaction (a “ Competing Party ”), RVOP will promptly inform TLP regarding such contact and furnish TLP with a copy of any inquiry or proposal, or, if not in writing, a written description thereof, including the name of such Competing Party and the proposed purchase price and the material terms of such proposal.

Publicity; Confidentiality . TLP and RVOP will not, and each of them will cause their respective Representatives to not, make any public statement, press release, announcement or disclosure concerning the terms or existence of this Letter, the Transaction or the discussions relating thereto except as may be required by applicable law, public market listing rules, or as otherwise may be agreed in writing by the Parties; provided, however, that any Party so required to disclose any such information must use commercially reasonable efforts to consult with the other Party and permit the other Party reasonable opportunity to obtain confidential treatment of the terms of this Letter prior to making any such disclosure.

Access; Cooperation. Subject to the provisions of the confidentiality agreement dated Oct