Rio Vista does not have directors, managers or officers. The board of managers and officers of Rio Vista GP LLC, the general partner of Rio Vista (General Partner), a subsidiary of Penn Octane, perform all management functions for Rio Vista.  Officers of the General Partner are appointed by its board of managers.  The officers of the General Partner are paid directly by Penn Octane.  Other than distributions attributable to its general partner interest and incentive distribution rights, the General Partner does not receive a management fee or other compensation in connection with its management of Rio Vista’s business.  Pursuant to the Omnibus Agreement, Penn Octane is entitled to receive reimbursement for all direct and indirect expenses it or the General Partner incurs on Rio Vista’s behalf, including general and administrative expenses.  The indirect expenses include an allocation of the salaries and benefit costs related to employees (including executive officers) of Penn Octane who provide services to Rio Vista based on actual time spent performing services between Penn Octane and the General Partner.   The General Partner has sole responsibility for conducting Rio Vista’s business and for managing Rio Vista’s operations.  

Set forth below is certain information concerning the board of managers and executive officers of the General Partner:

ll managers hold office until their successors are duly elected and qualified or until their earlier resignation or removal.

Richard R. Canney was elected as a member of the board of managers of the General Partner in August 2004.  Since 1997, Mr. Canney has been employed in the mergers and acquisitions and new ventures division of Shell Oil Company in Houston, Texas.  Prior to joining Shell, Mr. Canney was a Director and Managing Partner of Corporacion Mercantil Internacional, S.A. de C.V. in Mexico City.  From 1994 to 1996, Mr. Canney was a professor of finance at Instituto Tecnologico Autonomo de Mexico in Mexico City.  Mr. Canney earned a Masters of Business Administration from the University of Chicago in June 1989.  Mr. Canney is also Chairman of the Board of Penn Octane.

Murray J. Feiwell was elected as a member of the board of managers of the General Partner in August 2004.  From 1986 until January 1, 2007, Mr. Feiwell served as President and Chief Executive Officer of Feiwell & Hannoy, P.C., a law firm located in Indianapolis, Indiana, that specializes in general civil practice, bankruptcy and creditors’ rights, real estate and foreclosure, general business and commercial law.  From 1997 until January 1, 2007, Mr. Feiwell has also served as President and Chief Executive Officer of Statewide Title Company, a title company located in Indianapolis, Indiana.  Mr. Feiwell earned a J.D. from the University of Michigan in 1963.  Mr. Feiwell retired from the practice of law on January 1, 2007 and no longer owns an interest in the law firm or the title company.

Douglas G. Manner was elected as a member of the board of managers of the General Partner in August 2004.  Mr. Manner is currently Senior Vice President and Chief Operating Officer of Kosmos Energy, LLC, a private oil and gas exploration company.  Mr. Manner joined Kosmos Energy in January 2004.  Prior to Kosmos Energy, Mr. Manner served as President and Chief Operating Officer of White Stone Energy since August 2002.  For the two years prior to joining White Stone Energy, Mr. Manner was Chairman and Chief Executive Officer of Mission Resources and Chairman of the Board of one of Mission’s predecessor companies, Bellwether Exploration.  Prior to joining Bellwether, Mr. Manner was employed by Ryder Scott Petroleum Engineers for fifteen years and by Gulf Canada Resources Limited.  Mr. Manner is a member of the board of directors of Blizzard Energy, Inc., an oil and gas company based in Alberta, Canada; Resolute Energy Inc., an oil and gas company based in Alberta, Canada; Westside Energy Corporation, an oil and gas company based in Texas; and Cordero Energy Inc., an oil and gas company based in Alberta, Canada.  Mr. Manner holds a B.S. degree in mechanical engineering from Rice University.

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