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                                                                   EXHIBIT 10.8

                       K-SEA TRANSPORTATION PARTNERS L.P.

                           EMPLOYEE UNIT PURCHASE PLAN

1.   PURPOSE OF THE PLAN.

     The K-Sea Transportation Partners Employee Unit Purchase Plan (the "Plan")
is intended to (i) promote the interests of K-Sea Transportation Partners L.P.,
a Delaware limited partnership (the "Partnership"), by providing to Employees of
the Partnership and its Affiliates the opportunity to acquire or increase their
ownership of Units, (ii) provide a means whereby such individuals may develop a
sense of proprietorship and personal involvement in the development and
financial success of the Partnership and (iii) encourage such individuals to
devote their best efforts to the business of the Partnership, thereby advancing
the interests of the Partnership.

2.   DEFINITIONS.

          (a)     As used in the Plan, the following terms shall have the
meanings set forth below:

          "Affiliates" means with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question. As used
herein, the term "control" means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or
otherwise.

          "Board" means the Board of Directors of K-Sea General Partner GP LLC,
a Delaware limited liability company.

          "Committee" means the Compensation Committee of the Board appointed to
administer the Plan pursuant to Section 8.

          "Employee" means any individual who is a United States citizen for
maritime law purposes and a full-time employee of the Partnership or one of its
Affiliates, but, until the Committee decides otherwise, excluding any employee
covered by a collective bargaining agreement unless such bargaining agreement
provides for his or her participation in the Plan.

          "Employer" means the Partnership and/or one of its Affiliates, as the
case may be.

          "Fair Market Value" means the closing sales price of a Unit on the
applicable date (or if there is no trading in the Units on such date, on the
next preceding date on which there was trading) as reported in The Wall Street
Journal (or other reporting service approved by the Committee). In the event
Units are not publicly traded at the time a determination of Fair Market Value
is required to be made hereunder, the determination of Fair Market Value shall
be made in good faith by the Committee.

          "Offering Period" means each calendar quarter or other period as
designated by the Committee from time to time.

          "Person" means an individual or a corporation, limited liability
company, partnership, joint venture, trust, unincorporated organization,
association, governmental agency or political subdivision thereof or other
entity.

          "Purchase Period" means the 10-day period following the end of each
Offering Period; provided, however, the Purchase Period shall include such other
periods, if any, as may be designated by the Committee from time to time.

          "Unit" means a Common Unit of the Partnership.

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          (b)     GENDER AND NUMBER. Except when otherwise indicated by the
context, the masculine gender shall also include the feminine gender, and the
definition of any term herein in the singular shall also include the plural.

3.   ELIGIBILITY.

          (a)     ELIGIBILITY AND PLAN ENTRY DATE. All Employees shall be
eligible to participate in the Plan. An Employee is eligible to enter the Plan
beginning on the first day of the month following 180 days after such
individual's employment commencement date.

          (b)     PRIOR SERVICE CREDIT. The Committee, in it is discretion, may
grant prior service credit to individuals that become Employees pursuant to a
corporate merger or acquisition.

4.   UNITS AVAILABLE UNDER THE PLAN.

          Unless otherwise increased by the Board, the maximum number of Units
that may be purchased for Employees under the Plan is 200,000. Units to be
delivered under the Plan may be Units acquired by the Partnership in the open
market, Units already owned by the Partnership, Units acquired directly from any
Person or any combination of the foregoing. Upon an Employee's termination of
employment with his or her Employer, all amounts then credited to his or her
notional account under the Plan, if any, shall be paid to the terminated
Employee as soon as practicable. In the event that any change is made to the
Units deliverable under the Plan, the Committee may make appropriate adjustments
in the maximum number of Units deliverable under the Plan. The adjustments
determined by the Committee shall be final, binding and conclusive.

5.   PURCHASE OF UNITS.

          (a)     EMPLOYEE WITHHOLDING ELECTIONS. The Committee shall provide an
Employee with the ability to purchase Units under the Plan upon the following
terms and conditions:

                  (i)    Effective as of the beginning of any month, an Employee
          may elect to have his Employer withhold from the Employee's cash
          base salary or cash base wages each future pay period, for the
          purchase of Units hereunder, a designated whole percentage of the
          Employee's cash base payor wages (in whole percentages only, not to
          exceed 10%). An Employee may change (within the above limitations)
          or, subject to Section 5(a)(vi), stop his withholding election at
          any time; however, only two such changes may be made during any
          calendar year. All Employee elections and any changes to an election
          shall be in such written form as the Committee or its delegate may
          establish from time to time.

                  (ii)   Each withholding election made by an Employee hereunder
          shall be an ongoing election until the earlier of the date changed
          by the Employee or the date the Employee ceases to be eligible to
          participate in the Plan.

                  (iii)  The Employer shall maintain for each electing Employee
          a separate notional or ledger account reflecting the aggregate
          amount of his cash base payor wages that has been withheld and not
          yet applied to the purchase of Units for such Employee. An Employer,
          other than the Partnership, shall remit to the Partnership all
          amounts of base pay or wages withheld by the Employer promptly upon
          request by the Partnership in order to permit the Partnership to
          fulfill its obligations under this Plan with respect to the purchase
          of Units for Employees. Amounts of base pay or wages withheld by the
          Employer and remitted to the Partnership shall not be segregated
          from the general assets of the Partnership and shall not bear
          interest.

                  (iv)   During each Purchase Period, the Partnership shall use,
          to the fullest extent practicable, all amounts then credited to the
          notional accounts of the electing Employees to purchase Units for
          such Employees. Purchases of Units may be made at any time or times
          during the Purchase Period on any securities exchange on which the
          Units are traded, in the over-the-counter market and/or in
          negotiated transactions as the Committee shall determine.

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                  (v)    Upon an Employee's termination of Employment with his
          or her Employer, all amounts then credited to his or her notional
          account under the Plan, if any, shall be paid to the terminated
          Employee as soon as reasonably practicable.

                  (vi)   Provided an Employee submits his or her election to
          stop withholding prior to the five business day period before the
          beginning of an immediately upcoming Purchase Period, all amounts
          then credited to such Employee's notional account shall be returned
          to the Employee as soon as administratively practicable. Unless
          otherwise administratively feasible, to the extent an Employee
          submits his or her election to stop withholding within the five
          business day period before the beginning of the immediately upcoming
          Purchase Period, all amounts credited to such Employee's notional
          account will be applied toward the purchase of Units in the
          immediately following Purchase Period and the Employee's election to
          stop withholding shall become effective as of the commencement of
          the next following Offering Period. All requests to withdraw from
          the Plan submitted during a Purchase Period will become effective as
          of the commencement of the next following Offering Period.

          (b)     PURCHASE OF UNITS AND PLAN EXPENSES. During each Purchase
Period, the Partnership, using funds withheld from Employees' wages pursuant to
this Section 5, shall purchase for the electing Employees the maximum number of
Units (including fractional Units) that can be acquired (using the Unit's Fair
Market Value on the date of purchase) based on amounts then credited to the
electing Employees' notional accounts. The Partnership shall pay, other than
from the notional accounts, all brokerage fees and other costs and expenses of
the Plan. To the extent that Units are purchased on multiple days or at multiple
times during a single Purchase Period, the Partnership shall use the average of
the Units' Fair Market Value at the times of purchase as the applicable Unit
price upon which Units are allocated to the participating Employees.

          (c)     WITHHOLDING OF TAXES. To the extent that the Employer is
required to withhold any taxes in connection with the purchase of Units, it will
be a condition to the ownership of such Units that the Employee make
arrangements satisfactory to the Employer for the payment of such taxes, which
may include, but not be limited to, a reduction in the Employee's notional
account.

6.   RESTRICTIONS ON UNITS.

          (a)     HOLDING PERIOD. Subject to the exception provided below under
Section 6(b), all Units purchased under the Plan shall be subject to a "Holding
Period" which shall expire on the first anniversary of the date the Units were
purchased under the Plan. During such Holding Period, each Employee shall be
prohibited from pledging, transferring, selling or otherwise disposing of the
restricted Units. Upon the expiration of such Holding Period, the Employee may,
if he or she desires, make a request to the Partnership (or its designated third
party plan administrator, if any) to receive certificates for all of such
unrestricted whole Units. Otherwise, such Units shall be held without
restriction (1) by the Partnership or (2) in the name of the third party
administrator (or its designee), if any, for the benefit of the Employee. Upon
payment during the Holding Period of any distribution with respect to Units,
each Employee shall receive an amount in cash equal to, and at the same time as,
the amount of such distribution multiplied by the number of Units allocated to
such Employee.

          (b)     HOLDING PERIOD EXCEPTION. Notwithstanding the Holding Period
imposed above under Section 6(a) and subject to the conditions imposed pursuant
to this Section 6(b), an Employee will be permitted to pledge, transfer, sell or
otherwise dispose of his or her restricted whole Units during the one-year
Holding Period (a "Restricted Transfer") by notifying the Employer (or its
designated third party plan administrator) of his or her intention to engage in
a Restricted Transfer. If a Restricted Transfer occurs, the Employee shall be
prohibited from participating in the Plan again until the first Purchase Period
following the first anniversary of the date of the Restricted Transfer. During
this period of prohibition, no amounts shall be withheld from the Employee's
cash base salary or cash base wages. Such withholding shall not be allowed to
resume, at the earliest, until the first pay period following the first
anniversary of the date of the Restricted Transfer. To the extent an Employee
has amounts credited to his or her notional account under the Plan on the date
of a Restricted Transfer, all such amounts will be returned to the Participant.
To the

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extent a Participant has a fractional Unit credited to his or her notional
account under the Plan on the date of a Restricted Transfer, such fractional
Unit will be liquidated and the Participant will receive his pro rata portion of
the proceeds from such liquidation.

          (c)     INVESTMENT REPRESENTATION. Unless the Units subject to
purchase under the Plan have been registered under the Securities Act of 1933,
as amended (the "1933 Act"), and, in the case of any Employee who may be deemed
an affiliate (for securities law purposes) of the Partnership, such Units have
been registered under the 1933 Act for resale by such Participant, or the
Partnership has determined that an exemption from registration is available, the
Partnership may require prior to and as a condition of the delivery of any Units
that the person purchasing such Units hereunder furnish the Partnership with a
written representation in a form prescribed by the Committee to the effect that
such person is acquiring such Units solely with a view to investment for his or
her own account and not with a view to the resale or distribution of all or any
part thereof, and that such person will not dispose of any of such Units
otherwise than in accordance with the provisions of Rule 144 under the 1933 Act
unless and until either the Units are registered under the 1933 Act or the
Partnership is satisfied that an exemption from such registration is available.

          (d)     COMPLIANCE WITH SECURITIES LAWS. Notwithstanding anything
herein or in any other agreement to the contrary, the Partnership shall not be
obligated to sell or issue any Units to an Employee under the Plan unless and
until the Partnership is satisfied that such sale or issuance complies with (i)
all applicable requirements of the securities exchange on which the Units are
traded (or the governing body of the principal market in which such Units are
traded, if such Units are not then listed on an exchange), (ii) all applicable
provisions of the 1933 Act, and (iii) all other laws or regulations by which the
Partnership is bound or to which the Partnership is subject.

7.   RIGHTS OF EMPLOYEES; PARTICIPANTS.

          (a)     EMPLOYMENT. The Plan will not confer upon any Employee any
right with respect to continuance of employment or other service with the
Employer, nor will it interfere in any way with any right the Employer would
otherwise have to terminate such Employee's employment or other service at any
time.

          (b)     NONTRANSFERABILITY. No right to purchase Units or be
reimbursed for the purchase of Units granted under the Plan shall be assignable
or transferable during the lifetime of any Employee either voluntarily or
involuntarily, or be subjected to any lien, directly or indirectly, by operation
of law, or otherwise, including execution, levy, garnishment, attachment, pledge
or bankruptcy.

8.   PLAN ADMINISTRATION.

          (a)     AUTHORITY OF COMMITTEE. The Plan shall be administered by the
Committee. Subject to the terms of the Plan and applicable law, and in addition
to other express powers and authorizations conferred on the Committee by the
Plan, the Committee shall have full power and authority to: (i) determine which
persons are Employees who may participate; (ii) determine the number of Units to
be purchased by an Employee; (iii) determine the time and manner for purchasing
Units; (iv) interpret, construe and administer the Plan; (v) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; (vi) make a
determination as to the right of any person to receive Units under the Plan;
(vii) correct any defect, supply any omission, or reconcile an inconsistency in
the Plan; and (viii) make any other determinations and take any other actions
that the Committee deems necessary or desirable for the administration of the
Plan.

          (b)     DETERMINATION UNDER THE PLAN. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive, and binding upon all persons, including the Partnership, the
Employer or any Employee. No member of the Committee shall be liable for any
action, determination or interpretation made in good faith, and all members of
the Committee shall, in addition to their rights as directors, be fully
protected by the Partnership with respect to any such action, determination or
interpretation.

9.   PLAN AMENDMENT, MODIFICATION AND TERMINATION.

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          The Plan may be amended from time to time by the Committee. The Plan
may be terminated at any time by the Committee and, unless Board approval is
obtained for an increase in the maximum number of available Units, shall
automatically terminate when all Units authorized for purchase pursuant to the
Plan have been purchased. On termination of the Plan, all amounts then remaining
credited to the notional accounts for Employees shall be returned to the
affected Employees.

10.  NONEXCLUSIVITY OF THE PLAN.

          The adoption of the Plan by the Partnership shall not be construed as
creating any limitations on the power or authority of the Partnership or any of
its Affiliates to adopt such other or additional incentive or other compensation
arrangements of whatever nature as the Partnership or any of its Affiliates may
deem necessary or desirable or to preclude or limit the continuation of any
other plan, practice or arrangement for the payment of compensation or fringe
benefits to employees, non-employee directors, or consultants generally, or to
any class or group of employees, directors, or consultants, which the
Partnership or any of its Affiliates now has lawfully put into effect,
including, without limitation, any long-term incentive plan.

11.  REQUIREMENTS OF LAW.

          (a)     REQUIREMENTS OF LAW. The issuance of Units pursuant to the
Plan shall be subject to all applicable laws, rules and regulations.

          (b)     GOVERNING LAW. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with applicable Federal law, and to the extent not preempted thereby,
with the laws of the State of Delaware, without regard to conflicts of laws
principles.

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