PENN OCTANE CORP
<DOCUMENT>
<TYPE>EX-10.155
<SEQUENCE>10
<FILENAME>0010.txt
<TEXT>

                                  [TRANSLATION]

                       PROMISSORY SHARE TRANSFER AGREEMENT

     PROMISSORY  SHARE TRANSFER AGREEMENT EXECUTED ON NOVEMBER 13, 2000, BY JUAN
JOSE  NAVARRO  PLASCENCIA,, 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 4 (Four)
ordinary  registered shares without face value, representative of the Series "A"
of  the  fixed  corporate  capital  of  PENN  OCTANE  DE  MEXICO,  S.A.  DE C.V.
(hereinafter  identified  as  "PENN  OCTANE  MEX"),  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 PENN OCTANE MEX shares of which
the  PROMISOR-SELLER  is  owner.

     WHEREAS,  as  registered  in  the  corporate  books of PENN OCTANE MEX, the
shares 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
       -----------------------------------
established herein, PROMISSOR-SELLER promises to transfer to PROMISOR-BUYER, and
PROMISOR-BUYER  promises  to  buy,  4  (Four) ordinary registered shares without
nominal  value,  representative of the Series "A" of the fixed corporate capital
of  PENN  OCTANE  MEX,  of  which  it  is  the  sole  and  legitimate  owner.

2.     Value  of  Transfer.  The  amount  of the individual share value shall be
       -------------------
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
       -------------------------------
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  shares  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
       ---------------------------------------------------
represents  and  warrants  to  the  PROMISOR-BUYER  that PENN OCTANE MEX is duly
organized  in  accordance  with  the  laws of the Mexican Republic, and that the
shares  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.

     The  PROMISOR-SELLER  represents  that  prior to the execution of the final
transfer  agreement;  he will obtain a resolution from the Board of Directors of
PENN OCTANE MEX authorizing the transfers of the shares that will be the subject
matter  of  the  agreement  in  accordance  with  its  bylaws.

5.     Continuity  of  Agreement.   This  agreement  is  obligatory  for  all
       -------------------------
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
       ------------
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
       ------------
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:

JUAN  JOSE  NAVARRO  PLASCENCIA

__________________________________________

PROMISOR-BUYER:

PENN  OCTANE  CORPORATION


By:_______________________________________
Name:  IAN  BOTHWELL
Its:______________________________________


WITNESS                                   WITNESS

Name:___________________________          Name:______________________________

________________________________          ___________________________________


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