Directors, Executive Officers and Corporate Governance

Directors of the Company

Executive Officers of the Company

The names of the Company’s executive officer and certain information about him are set forth below:

Ian T. Bothwell, 47, has served as Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of Penn Octane since October 1996.  In November 2006, he was appointed as Acting Chief Executive Officer and Acting President of Penn Octane and the General Partner.  He also served as Vice President, Chief Financial Officer and Assistant Secretary of the General Partner since September 2004 and as Treasurer of the General Partner since July 2003.   He also served as a director of Penn Octane from March 1997 until July 2004.  Mr. Bothwell also serves as Chief Executive Officer of B & A Eco-Holdings, Inc., the company which purchased the Company’s CNG assets in October 2002.

Code of Business Conduct

In 2004 the Company adopted a code of conduct applicable to its principal executive officer, principal accounting officer and principal financial officer.  In April 2007, the board of directors approved a revised code of conduct that incorporates a formal policy for the approval of transactions with related persons.  See “Certain Relationships and Related Transactions and Director Independence.”

Compliance under Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file initial reports of ownership and reports of changes in ownership with the SEC.  Such persons are required by the SEC to furnish the Company with copies of all Section 16(a) forms they file.  Based solely on its review of the copies of Forms 3, 4 and 5 received by it, the Company believes that all directors, officers and 10% stockholders complied with such filing requirements, except as follows:  Jerome B. Richter filed a late Form 4 in September 2006 regarding the sale of 2,000 shares of common stock in June 2006.

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