Executive Officers of the General Partner

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

Ian T. Bothwellwas elected Treasurer of the General Partner effective July 10, 2003.  Effective September 30, 2004, Mr. Bothwell was elected to serve as Chief Financial Officer, Vice President and Assistant Secretary of the General Partner.  He was elected Vice President, Treasurer, Chief Financial Officer, and Assistant Secretary of Penn Octane in October 1996.  In November 2006, he was appointed acting Chief Executive Officer and Acting President of the General Partner and of Penn Octane. He also served as a director of Penn Octane from March 1997 until July 2004.  Since July 1993, Mr. Bothwell has been a principal of Bothwell & Asociados, S.A. de C.V., a Mexican management consulting and financial advisory company that was founded by Mr. Bothwell in 1993 and specializes in financing infrastructure projects in Mexico.  From February 1993 through November 1993, Mr. Bothwell was a senior manager with Ruiz, Urquiza y Cia., S.C., the affiliate in Mexico of Arthur Andersen L.L.P., an accounting firm.  Mr. Bothwell also serves as Chief Executive Officer of B & A Eco-Holdings, Inc., the company formed to purchase Penn Octane’s CNG assets.  

Code of Business Conduct

In 2004, Rio Vista adopted a code of conduct that applies to Rio Vista GP LLC’s executive officers, including its principal executive officer, principal financial officer and principal accounting officer.  This Code charges the executive officers of Rio Vista GP LLC with responsibilities regarding honest and ethical conduct, the preparation and quality of the disclosures in the documents and reports Rio Vista files with the SEC and compliance with applicable laws, rules and regulations. 

In April 2007, the board of managers 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 General Partner’s managers and executive officers, and persons who own more than 10% of a registered class of Rio Vista’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 Rio Vista 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, Rio Vista believes that all managers and officers of the General Partner and 10% unitholders of Rio Vista complied with such filing requirements except as follows:  Jerome B. Richter filed a late Form 4 in August 2006 regarding the purchase of 184 common units in August 2006; and Jerry V. Swank filed amendments to Form 3 and Form 4 and filed Form 5 in October, 2006 regarding corrections to previously filed Forms 3 and 4 and certain unreported transactions in 2005 and 2006.

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