<PAGE>

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE U.S. SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN
JURISDICTION, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED
PURSUANT TO THE RELEVANT PROVISIONS OF U.S. FEDERAL AND STATE OR APPLICABLE
FOREIGN SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER U.S.
FEDERAL AND STATE OR APPLICABLE FOREIGN SECURITIES LAWS IS NOT REQUIRED.


                           BLACKWATER MIDSTREAM CORP.
                               2008 INCENTIVE PLAN
                    NOTICE OF NONQUALIFIED STOCK OPTION GRANT

      BLACKWATER MIDSTREAM CORP. (the "Company") hereby grants you the following
Option to purchase shares of its common stock ("Shares"). The terms and
conditions of this Option are set forth in the Stock Option Agreement ("Stock
Option Agreement") that follows and the BLACKWATER MIDSTREAM CORP. 2008
Incentive Plan (the "Plan"), both of which are attached to and made a part of
this document. This page is meant to be a cover page for informational purposes
only, in the event any of the terms hereon are in conflict with the Stock Option
Agreement and/or the Plan, the terms of the Stock Option Agreement and/or the
Plan shall supersede the information on this page.


DATE OF GRANT:                 ___________________, 200_

NAME OF OPTIONEE:

NUMBER OF OPTION SHARES:

EXERCISE PRICE PER SHARE:      $

VESTING START DATE:            ___________________, 200_

TYPE OF OPTION:                / / Incentive Stock    /X/ Nonqualified Stock
                                   Option                 Option

VESTING SCHEDULE:              Decided by resolution of the Board of Directors.

PAYMENT FORMS:                 By cash, cash equivalents, or Shares owned by the
                               Optionee for at least six months, and if the
                               Company's Shares become publicly traded, by
                               "cashless" exercise, as set forth in the Stock
                               Option Agreement.

<PAGE>

                           BLACKWATER MIDSTREAM CORP.

                       NONQUALIFIED STOCK OPTION AGREEMENT

                                    OPTIONEE:

1.    GRANT OF STOCK OPTION. As of the DATE OF GRANT (identified in Section 19
      below), Blackwater Midstream Corp., a California corporation (the
      "COMPANY"), hereby grants a Nonqualified Stock Option (the "Option") to
      the Optionee (identified above), an employee of the Company, to purchase
      the number of shares of the Company's common stock, $ par value per share
      (the "COMMON STOCK"), identified in Section 19 below (the "SHARES"),
      subject to the terms and conditions of this agreement (the "STOCK OPTION
      AGREEMENT") and the Company's 2008 Incentive Plan effective
      ___________________, 200_ (the "Plan"), which is hereby incorporated
      herein in its entirety by reference. The Shares, when issued to the
      Optionee upon the exercise of the Option, shall be fully paid and
      nonassessable. The Option is not an "incentive stock option" as defined in
      Section 422 of the Internal Revenue Code.

2.    DEFINITIONS. All capitalized terms used herein shall have the meanings set
      forth in the Plan unless otherwise specifically provided herein. Section
      19 below sets forth meanings for various capitalized terms used in this
      Agreement.

3.    OPTION TERM. The Option shall commence on the Date of Grant (identified in
      Section 19 below) and terminate on the date immediately prior to the tenth
      (10th) anniversary of the Date of Grant. The period during which the
      Option is in effect and may be exercised is referred to herein as the
      "OPTION PERIOD".

4.    OPTION PRICE. The Option Price per Share is identified in Section 19
      below.

5.    VESTING. The total number of Shares subject to this Option shall vest in
      accordance with the VESTING SCHEDULE (identified in Section 19 below). The
      Shares may be purchased at any time after they become vested, in whole or
      in part, during the Option Period; provided, however, the Option may only
      be exercisable to acquire whole Shares. The right of exercise provided
      herein shall be cumulative so that if the Option is not exercised to the
      maximum extent permissible after vesting, the vested portion of the Option
      shall be exercisable, in whole or in part, at any time during the Option
      Period.

6.    METHOD OF EXERCISE. The Option is exercisable by delivery of a written
      notice (a form of which is attached hereto) to the attention of the Chief
      Financial Officer of the Company at the address for notices to the Company
      provided below, signed by the Optionee, specifying the number of Shares to
      be acquired on, and the effective date of, such exercise. The Optionee may
      withdraw notice of exercise of this Option, in writing, at any time prior
      to the close of business on the business day preceding the proposed
      exercise date.

7.    METHOD OF PAYMENT. The Option Price upon exercise of the Option shall be
      payable to the Company in full either: (i) in cash or its equivalent, or
      (ii) subject to prior approval by the Board of Directors or the
      Compensation Committee in its discretion, by tendering previously acquired
      Shares having an aggregate Fair Market Value (as defined in the Plan) at
      the time of exercise equal to the total Option Price (provided that the
      Shares must have been held by the Optionee for at least six (6) months
      prior to their tender to satisfy the Option Price), or (iii) subject to
      prior approval by the Board of Directors or the Compensation Committee in

<PAGE>

      its discretion, by withholding Shares which otherwise would be acquired on
      exercise having an aggregate Fair Market Value at the time of exercise
      equal to the total Option Price (as determined pursuant to Section 2.3 of
      the Plan), or (iv) subject to prior approval by the Board of Directors or
      the Compensation Committee in its discretion, by a combination of (i),
      (ii), and (iii) above. Any payment in shares of Common Stock shall be
      effected by the delivery of such shares to the Chief Financial Officer of
      the Company, duly endorsed in blank or accompanied by stock powers duly
      executed in blank, together with any other documents as the Chief
      Financial Officer may require. If the payment of the Option Price is
      remitted partly in Shares, the balance of the payment of the Option Price
      shall be paid in either cash, certified check, bank cashiers' check, or by
      wire transfer.

      The Board of Directors or the Compensation Committee, in its discretion,
      may allow (i) a "cashless exercise" as permitted under Federal Reserve
      Board's Regulation T, 12 CFR Part 220 (or its successor), and subject to
      applicable securities law restrictions and tax withholdings, or (ii) any
      other means of exercise which the Board of Directors or the Compensation
      Committee, in its discretion, determines to be consistent with the Plan's
      purpose and applicable law.

      As soon as practicable after receipt of a written notification of exercise
      and full payment, the Company shall deliver to or on behalf of the
      Optionee, in the name of the Optionee or other appropriate recipient,
      Share certificates for the number of Shares purchased under the Option.
      Such delivery shall be effected for all purposes when a stock transfer
      agent of the Company shall have deposited such certificates in the United
      States mail, addressed to Optionee or other appropriate recipient.

8.    RESTRICTIONS ON EXERCISE. The Option may not be exercised if the issuance
      of such Shares or the method of payment of the consideration for such
      Shares would constitute a violation of any applicable federal or state
      securities or other laws or regulations, including any such laws or
      regulations or Company policies respecting blackout periods, or any rules
      or regulations of any stock exchange on which the Common Stock may be
      listed.

9.    TERMINATION OF EMPLOYMENT. Voluntary or involuntary termination of
      Employment and the death or Disability of Optionee shall affect Optionee's
      rights under the Option as follows:

      (a)   TERMINATION FOR CAUSE. The vested and non-vested portions of the
            Option shall expire on 12:01 am. (Pacific Time) on the date of
            termination of Employment and shall not be exercisable to any extent
            if Optionee's Employment with the Company is terminated for Cause
            (as defined in the Plan at the time of such termination of
            Employment).

      (b)   OTHER INVOLUNTARY TERMINATION OR VOLUNTARY TERMINATION. If
            Optionee's Employment with the Company is terminated for any reason
            other than for Cause, retirement, death or Disability (as defined in
            the Plan at the time of termination of Employment), then (i) the
            non-vested portion of the Option shall immediately expire on the
            termination date (ii) the vested portion of the Option shall expire
            to the extent not exercised within three (3) months after the date
            of such termination of Employment. In no event may the Option be
            exercised by anyone after the earlier of (A) the expiration of the
            Option Period or (B) three (3) months after termination of
            Employment.

      (c)   DEATH OR DISABILITY. If Optionee's Employment with the Company is
            terminated by death or Disability, then the vesting of the Option
            will be accelerated and the entire Option shall be 100% vested on
            the date of termination of Employment and shall expire 365 calendar
            days after the date of such termination of Employment to the extent
            not exercised by Optionee or, in the case of death, by the person or
            persons to whom Optionee's rights under the Option have passed by
            will or by the laws of descent and distribution or, in the case of
            Disability, by Optionee's legal representative. In no event may the
            Option be exercised by anyone after the earlier of (i) the
            expiration of the Option Period or (ii) 365 days after Optionee's
            death or termination of Employment due to Disability.
<PAGE>

      (d)   RETIREMENT. In the event of termination due to retirement, the
            vested portion of the Option shall expire on the earlier of (i) the
            Option Period or (ii) three (3) months after the date of retirement,
            and the unvested portion of the Option shall expire.

      (e)   CHANGE OF CONTROL. In the event of a "Change in Control" of the
            Company (as defined below) the vesting of the Option will be
            accelerated and the entire Option shall be 100% vested as of the
            date immediately preceding a Change in Control and the Option may be
            accelerated and the Option shall otherwise be affected as provided
            in the Plan at such time. For the purposes of this Agreement, a
            "Change in Control" of the Company shall include any event as
            defined in the Plan, and the Board has determined that pursuant to
            Section 6.7(f) of the Plan, a "Change in Control" of the Company
            shall also include any other event that constitutes a "Change in
            Control" of the Company as defined in the Optionee's Termination
            Agreement with the Company.

10.   NON-QUALIFICATION AS AN INCENTIVE STOCK OPTION. The Optionee understands
      that the Option is not intended to qualify as an "incentive stock option"
      within the meaning of Section 422 of the Code. The Optionee further
      understands and agrees, that neither the Company nor the Board of
      Directors or the Compensation Committee shall be liable or responsible for
      any additional tax liability incurred by the Optionee because this Option
      is not an "incentive stock option" within the meaning of the Code.

11.   INDEPENDENT LEGAL AND TAX ADVICE. Optionee acknowledges that the Company
      has advised Optionee to obtain independent legal and tax advice regarding
      the grant and exercise of the Option and the disposition of any Shares
      acquired thereby.

12.   REORGANIZATION OF COMPANY. The existence of the Option shall not affect in
      any way the right or power of the Company or its stockholders to make or
      authorize any or all adjustments, recapitalizations, reorganizations or
      other changes in Company's capital structure or its business, or any
      merger or consolidation of the Company, or any issue of bonds, debentures,
      preferred or prior preference stock ahead of or affecting the Shares or
      the rights thereof, or the dissolution or liquidation of the Company, or
      any sale or transfer of all or any part of its assets or business, or any
      other corporate act or proceeding, whether of a similar character or
      otherwise.

13.   ADJUSTMENT OF SHARES. In the event of stock dividends, spin-offs of assets
      or other extraordinary dividends, stock splits, combinations of shares,
      recapitalizations, mergers, consolidations, reorganizations, liquidations,
      issuances of rights or warrants and similar transactions or events
      involving Company, appropriate adjustments shall be made to the terms and
      provisions of this Option as provided in the Plan.

14.   NO RIGHTS IN SHARES. Optionee shall have no rights as a stockholder in
      respect of the Shares until the Optionee becomes the record holder of such
      Shares.

15.   INVESTMENT REPRESENTATION. Optionee will enter into such written
      representations, warranties and agreements as Company may reasonably
      request in order to comply with any federal or state securities law.
      Moreover, any stock certificate for any Shares issued to Optionee
      hereunder may contain a legend restricting their transferability as
      determined by the Company in its discretion. Optionee agrees that Company
      shall not be obligated to take any affirmative action in order to cause
      the issuance or transfer of Shares hereunder to comply with any law, rule
      or regulation that applies to the Shares subject to the Option.

<PAGE>

16.   NO GUARANTEE OF EMPLOYMENT. The Option shall not confer upon Optionee any
      right to continued Employment with the Company or any subsidiary or
      affiliate thereof.

17.   WITHHOLDING OF TAXES. This Option is subject to and the Company shall have
      the right to take any action as may be necessary or appropriate to satisfy
      any federal, state, or local tax withholding obligations, including at the
      Board of Directors or the Compensation Committee's discretion, to make
      deductions from the number of Shares otherwise deliverable upon exercise
      of the Option in an amount sufficient to satisfy withholding of any
      federal, state or local taxes required by law.

18.   GENERAL.

      (a)   NOTICES. All notices under this Agreement shall be mailed or
            delivered by hand to the parties at their respective addresses set
            forth beneath their signatures below or at such other address as may
            be designated in writing by either of the parties to one another.
            Notices shall be effective upon receipt.

      (b)   SHARES RESERVED. Company shall at all times during the Option Period
            reserve and keep available under the Plan such number of Shares as
            shall be sufficient to satisfy the requirements of this Option.

      (c)   NONTRANSFERABILITY OF OPTION. The Option granted pursuant to this
            Agreement is not transferable other than by will, the laws of
            descent and distribution or by a qualified domestic relations order
            (as defined in Section 414(p) of the Internal Revenue Code). The
            Option will be exercisable during Optionee's lifetime only by
            Optionee or by Optionee's legal representative in the event of
            Optionee's Disability. No right or benefit hereunder shall in any
            manner be liable for or subject to any debts, contracts,
            liabilities, obligations or torts of Optionee.

      (d)   AMENDMENT AND TERMINATION. No amendment, modification or termination
            of the Option or this Agreement shall be made at any time without
            the written consent of Optionee and Company.

      (e)   NO GUARANTEE OF TAX CONSEQUENCES. The Company and the Board of
            Directors or the Compensation Committee make no commitment or
            guarantee that any federal or state tax treatment will apply or be
            available to any person eligible for benefits under the Option. The
            Optionee has been advised and been provided the opportunity to
            obtain independent legal and tax advice regarding the grant and
            exercise of the Option and the disposition of any Shares acquired
            thereby.

      (f)   SEVERABILITY. In the event that any provision of this Agreement
            shall be held illegal, invalid, or unenforceable for any reason,
            such provision shall be fully severable, but shall not affect the
            remaining provisions of the Agreement, and the Agreement shall be
            construed and enforced as if the illegal, invalid, or unenforceable
            provision had not been included herein.

      (g)   SUPERSEDES PRIOR AGREEMENTS. This Agreement shall supersede and
            replace all prior agreements and understandings, oral or written,
            between the Company and the Optionee regarding the grant of the
            Options covered hereby.

<PAGE>

      (h)   GOVERNING LAW. The Option shall be construed in accordance with the
            laws of the State of California without regard to its conflict of
            law provisions, to the extent federal law does not supersede and
            preempt California law.

19.   DEFINITIONS AND OTHER TERMS. The following capitalized terms shall have
      those meanings set forth opposite them:

(a) Optionee:
             -------------------------------------------------------------------

(b) Type of Option:        Nonqualified Stock Option
                   -------------------------------------------------------------

(c) Date of Grant:         ___________________, 200_
                  --------------------------------------------------------------

(d)  Vesting Start Date:   ___________________, 200_
                        --------------------------------------------------------

(e) Shares:                shares of the Company's Common Stock.
          ----------------

(f) Option Price: $                     per share                  .
                 --------------------------------------------------

(g) Vesting Schedule: Options for Shares shall vest as follows:

Decided by resolution of the Board of Directors


      IN WITNESS WHEREOF, the Company has, as of ___________________, 200_,
caused this Stock Option Agreement to be executed on its behalf by its duly
authorized officer, and Optionee has hereunto executed this Stock Option
Agreement as of the same date.


BLACKWATER MIDSTREAM CORP.                   OPTIONEE


By:
    ----------------------------------       --------------------------------
         ________________, President

Address for Notices to the Company:          Address for Notices to Optionee:

4006 Highway 44                              --------------------------------
Garyville, Louisiana 70076
                                             --------------------------------

                                             --------------------------------

<PAGE>

             NOTICE OF EXERCISE AND COMMON STOCK PURCHASE AGREEMENT


Blackwater Midstream Corp.
4004 Highway 44
Garyville, Louisiana 70076
Attn:  Chief Financial Officer

      Re:   Exercise of Nonqualified Stock Option

Dear Sir or Madam:

      Pursuant to the Nonqualified Stock Option Agreement dated
___________________, 200_ (the "STOCK OPTION AGREEMENT"), I hereby elect to
purchase _____________ shares of the Common Stock of the Company ("COMMON
STOCK") at the aggregate exercise price of $____________. I enclose the
following documents (check all that are applicable):

      |_|   My check in the amount of $___________.

      |_|   Other (specify):                                             .
                            ---------------------------------------------

      The Common Stock is to be issued and registered in the name(s) of:

                       -----------------------------------

                       -----------------------------------

      I UNDERSTAND THAT THERE MAY BE TAX CONSEQUENCES AS A RESULT OF THE
PURCHASE OR DISPOSITION OF THE COMMON STOCK, I HAVE CONSULTED WITH ANY TAX
CONSULTANT I DESIRED TO CONSULT, AND I AM NOT RELYING ON THE COMPANY FOR ANY TAX
ADVICE. I understand that my exercise is governed by my Nonqualified Stock
Option Agreement and agree to abide by and be bound by its terms and conditions.
I represent that the Common Stock is being acquired solely for my own account
and not as a nominee for any other party, or for investment, and that I will not
offer, sell or otherwise dispose of any such Common Stock except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or the securities laws of any state.

Dated: _____________, 200_.


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         (Signature)

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         (Please Print Name)

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         (Address)