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EXHIBIT 10.1

                           Blackwater Midstream Corp.

                                   May 23 2008

Mr. Frank Marrocco
8 Shield Road
Millstone, New Jersey 08535

         Re:  OFFER OF EMPLOYMENT

Dear Frank:

         It is with great pleasure that I extend the following offer of
employment with Blackwater Midstream Corp. (the "Company"). The terms of the
employment are as follows:

         Commencement Date:         Start date of June 1, 2008.

         Position:                  Chief Commercial Officer. You will report
                                    directly to and will receive your directives
                                    from me, as the CEO.

         Term:                     The Term of employment shall be not less
                                    than five (5) years, subject to earlier
                                    termination as provided below.

         Salary:                   $237,500 per year (subject to required
                                    withholding), payable in arrears in equal
                                    semi-monthly installments on the 15th and
                                    last day of each calendar month.

         Equity:                    On the Commencement Date you shall be
                                    entitled to purchase shares of Company
                                    Common Stock which shall represent
                                    approximately one-half percent (0.5%) of the
                                    outstanding shares of capital stock of the
                                    Company on a fully diluted basis, for an
                                    initial purchase price equal to the par
                                    value (or if there is no par value, $0.01
                                    per share). The shares shall vest at the end
                                    of six months of employment, so long as you
                                    are still employed by the Company. In
                                    addition, the Company shall grant to you an
                                    option to purchase an additional two percent
                                    (2%), which options shall vest over the term
                                    of the employment, based upon performance
                                    objectives to be reasonably determined by
                                    the Board of Directors. The options shall
                                    have an exercise price equal to the fair
                                    market value on the date hereof, shall
                                    contain cashless exercise provisions and
                                    shall be subject to the terms of the stock
                                    incentive plan to be adopted by the Company.

         Vacation:                  All federal and state holidays, plus three
                                    (3) weeks of paid vacation.

         Benefits:                  You shall be entitled to participate in all
                                    medical, dental, life and other insurance
                                    plans adopted by the Company for any
                                    executive officer.

         Reimbursement
         of Expenses:               The Company will reimburse you for all
                                    business related expenses, including travel
                                    (other than commuting to the office from
                                    your residence), cell phone usage, etc.,
                                    provided you comply with the reimbursement
                                    policies and procedures adopted by the
                                    Company and provide appropriate proof of
                                    payment.

         Written Agreement:         The Company shall prepare a written
                                    employment agreement to be executed on or
                                    before June 1, 2008 evidencing the terms of
                                    this employment offer.


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         Termination:               You may be terminated only with "Cause"
                                    which will be defined to by (i) conviction
                                    of any fraud or embezzlement against the
                                    Company or (ii) willful breach or habitual
                                    neglect of your duties and responsibilities
                                    after written notice and an opportunity to
                                    cure. If you are terminated without Cause,
                                    then you will be entitled to (i) a one-time
                                    lump sum severance payment equal to the
                                    salary for the remaining term of the
                                    employment agreement but not more than six
                                    months and (ii) all stock that would have
                                    been earned during such six month period
                                    shall immediately vest.

         Frank, we are excited about the opportunity to work with you and look
forward to a long and mutually prosperous relationship.

         If these terms are acceptable, please sign in the place provided below.


                                                     Very truly yours,

                                                     /s/ Michael D. Suder

                                                     Michael D. Suder, CEO

Accepted and agreed this 23rd day of May, 2008.



/s/ Frank Marrocco
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Frank Marrocco