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                                                              GRANT NO.: _______

                           BLACKWATER MIDSTREAM CORP.
                               2008 INCENTIVE PLAN
                           RESTRICTED SHARE AGREEMENT

      Blackwater Midstream Corp., a Nevada corporation (the "Company"), grants
shares of common stock, $.001 par value (the "Shares"), of the Company to the
Grantee named below, subject to the vesting conditions set forth in the
attachment. Additional terms and conditions of the grant are set forth in this
cover sheet, in the attachment, and in the Company's 2008 Incentive Plan (the
"Plan").

Grant Date: __________________, 200__

Name of Grantee: _________________________________________________

Grantee's Social Security Number: _____-____-_____

Number of Shares Covered by Grant: ______________

Purchase Price per Share: $_____.___

Manner of Payment (check appropriate space):     ____ cash/check  ____ services

BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO
ATTACHED. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN, AND AGREE
THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT SHOULD
APPEAR TO BE INCONSISTENT.

Grantee:


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                                      (Signature)

Company:


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                                      (Signature)

         Title:

                                       1
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ATTACHMENTS

                           BLACKWATER MIDSTREAM CORP.
                               2008 INCENTIVE PLAN
                           RESTRICTED SHARE AGREEMENT

RESTRICTED SHARES/      This grant is an award of Shares in the number of Shares
NONTRANSFERABILITY      set forth on the cover sheet, at the Purchase Price set
                        forth on the cover sheet, and subject to the vesting
                        conditions described below ("Restricted Shares"). The
                        purchase price for the Restricted Shares may be paid in
                        either cash or check made payable to the Company, or may
                        be deemed paid by your services to the Company (if
                        approved by the Board of Directors or committee
                        administering the Plan). To the extent not yet vested,
                        your Restricted Shares may not be transferred, assigned,
                        pledged or hypothecated, whether by operation of law or
                        otherwise, nor may the Restricted Shares be made subject
                        to execution, attachment or similar process.

ISSUANCE AND VESTING    The Company will issue your Restricted Shares in your
                        name as of the Grant Date.

                        Your right to the Shares under this Restricted Share
                        Agreement grant vests as to the total number of Shares
                        covered by this grant, as shown on the cover sheet, on
                        the first anniversary of the Grant Date (an "Anniversary
                        Date"), provided you then continue in Service. If,
                        however, you are restricted from selling Shares on the
                        Anniversary Date pursuant to the Company's policy on
                        insider trading, your Shares that would have vested on
                        that vesting date will vest on the first date that is
                        during a window period in which Company insiders are not
                        restricted from selling Shares.

                        Your right to the Shares under this Restricted Share
                        Agreement will become fully vested on your termination
                        of Services due to death or disability (or such other
                        conditions permitted by a written employment agreement
                        with the Company). No additional Shares will vest after
                        your Service has terminated for any reason.

FORFEITURE OF UNVESTED  In the event that your Service terminates for any reason
SHARES                  other than death or disability, you will forfeit to the
                        Company all of the Shares subject to this grant that
                        have not yet vested (unless otherwise provided in your
                        employment agreement).


                                       2
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ESCROW                  The certificates for the Restricted Shares shall be
                        deposited in escrow with the Secretary of the Company to
                        be held in accordance with the provisions of this
                        paragraph. Each deposited certificate shall be
                        accompanied by a duly executed Assignment Separate from
                        Certificate in the form attached hereto as EXHIBIT A.
                        The deposited certificates shall remain in escrow until
                        such time or times as the certificates are to be
                        released or otherwise surrendered for cancellation as
                        discussed below. Upon delivery of the certificates to
                        the Company, you shall be issued an instrument of
                        deposit acknowledging the number of Shares delivered in
                        escrow to the Secretary of the Company.

                        All regular cash dividends on the Shares (or other
                        securities at the time held in escrow) shall be paid
                        directly to you and shall not be held in escrow.
                        However, in the event of any dividend, split,
                        recapitalization or other change affecting the Company's
                        outstanding Shares as a class effected without receipt
                        of consideration or in the event of a split, a dividend
                        or a similar change in the Shares, any new, substituted
                        or additional securities or other property which is by
                        reason of such transaction distributed with respect to
                        the Shares shall be immediately delivered to the
                        Secretary of the Company to be held in escrow hereunder,
                        but only to the extent the Shares are at the time
                        subject to the escrow requirements hereof.

                        As your interest in the Shares vests, as described
                        above, the certificates for such vested Shares shall be
                        released from escrow and delivered to you, at your
                        request, within 30 days of their vesting.

WITHHOLDING TAXES       You agree, as a condition of this grant, that you will
                        make acceptable arrangements to pay any withholding or
                        other taxes that may be due as a result of the vesting
                        of Shares acquired under this grant. In the event that
                        the Company determines that any federal, state, local or
                        foreign tax or withholding payment is required relating
                        to the vesting of Shares arising from this grant, the
                        Company shall have the right to require such payments
                        from you, or withhold such amounts from other payments
                        due to you from the Company or any Affiliate.

SECTION 83(B)           Under Section 83 of the Internal Revenue Code of 1986,
ELECTION                as amended (the "Code"), the difference between the
                        purchase price paid for the Shares and their fair market
                        value on the date any forfeiture restrictions applicable
                        to such Shares lapse will be reportable as ordinary
                        income at that time. For this purpose, "forfeiture
                        restrictions" include the forfeiture of unvested Shares
                        that is described above. You may elect to be taxed at
                        the time the Shares are acquired, rather than when such
                        Shares cease to be subject to such forfeiture

                                       3
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                        restrictions, by filing an election under Code Section
                        83(b) with the Internal Revenue Service within thirty
                        (30) days after the Grant Date. You will have to make a
                        tax payment to the extent the Purchase Price is less
                        than the fair market value of the Shares on the Grant
                        Date. No tax payment will have to be made to the extent
                        the Purchase Price is at least equal to the fair market
                        value of the shares on the Grant Date. The form for
                        making this election is attached as EXHIBIT B hereto.
                        Failure to make this filing within the thirty (30) day
                        period will result in the recognition of ordinary income
                        by you (in the event the fair market value of the shares
                        as of the vesting date exceeds the purchase price) as
                        the forfeiture restrictions lapse.

                        YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND
                        NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE
                        SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY OR ITS
                        REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU
                        ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO
                        THE DECISION AS TO WHETHER OR NOT TO FILE ANY CODE
                        SECTION 83(B) ELECTION.

RETENTION RIGHTS        This Agreement does not give you the right to be
                        retained by the Company (or any parent, Subsidiaries or
                        Affiliates) in any capacity. The Company (and any
                        parent, Subsidiaries or Affiliates) reserves the right
                        to terminate your Service at any time and for any
                        reason.

SHAREHOLDER RIGHTS      You have the right to vote the Restricted Shares and to
                        receive any dividends declared or paid on such Shares.
                        Any distributions you receive as a result of any split,
                        dividend, combination of Shares or other similar
                        transaction shall be deemed to be a part of the
                        Restricted Shares and subject to the same conditions and
                        restrictions applicable thereto. Except as described in
                        the Plan, no adjustments are made for dividends or other
                        rights if the applicable record date occurs before your
                        share certificate is issued.

ADJUSTMENTS             In the event of a split, a dividend or a similar change
                        in the Shares, the number of Shares covered by this
                        grant may be adjusted (and rounded down to the nearest
                        whole number) pursuant to the Plan. Your Restricted
                        Shares shall be subject to the terms of the agreement of
                        merger, liquidation or reorganization in the event the
                        Company is subject to such corporate activity.

LEGENDS                 All certificates representing the Shares issued in
                        connection with this grant shall, where applicable, have
                        endorsed thereon the following legends:

                                       4
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                        "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
                        TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN
                        AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER,
                        OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH
                        AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE
                        COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO
                        THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF
                        THE SHARES REPRESENTED BY THIS CERTIFICATE."

APPLICABLE LAW          This Agreement will be interpreted and enforced under
                        the laws of the State of Nevada, other than any
                        conflicts or choice of law rule or principle that might
                        otherwise refer construction or interpretation of this
                        Agreement to the substantive law of another
                        jurisdiction.

THE PLAN                The text of the Plan is incorporated in this Agreement
                        by reference. Certain capitalized terms used in this
                        Agreement are defined in the Plan, and have the meaning
                        set forth in the Plan.

                        This Agreement and the Plan constitute the entire
                        understanding between you and the Company regarding this
                        grant of Restricted Shares. Any prior agreements,
                        commitments or negotiations concerning this grant are
                        superseded.

DATA PRIVACY            In order to administer the Plan, the Company may process
                        personal data about you. Such data includes, but is not
                        limited to, the information provided in this Agreement
                        and any changes thereto, other appropriate personal and
                        financial data about you such as home address and
                        business addresses and other contact information,
                        payroll information and any other information that might
                        be deemed appropriate by the Company to facilitate the
                        administration of the Plan.

                        By accepting this grant, you give explicit consent to
                        the Company to process any such personal data. You also
                        give explicit consent to the Company to transfer any
                        such personal data outside the country in which you work
                        or are employed, including, with respect to non-U.S.
                        resident Grantees, to the United States, to transferees
                        who shall include the Company and other persons who are
                        designated by the Company to administer the Plan.

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CONSENT TO ELECTRONIC   The Company may choose to deliver certain statutory
DELIVERY                materials relating to the Plan in electronic form. By
                        accepting this grant, you agree that the Company may
                        deliver the Plan prospectus and the Company's annual
                        report to you in an electronic format. If at any time
                        you would prefer to receive paper copies of these
                        documents, as you are entitled to, the Company would be
                        pleased to provide copies. Please contact Michael D.
                        Suder, Chief Executive Officer at (201) 290-8369 to
                        request paper copies of these documents.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.





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                                    EXHIBIT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

      FOR VALUE RECEIVED, _____________ sells, assigns and transfers to
Blackwater Midstream Corp., a Nevada corporation (the "Company"), ____________
(__________) shares of common stock of the Company represented by Certificate
No. ___ and does hereby irrevocable constitute and appoint ______________ to
transfer the said shares on the books of the Company with full power of
substitution in the premises.

     Dated:____________, 200__


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                                                    Print Name


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                                                     Signature

                         SPOUSE CONSENT (IF APPLICABLE)

      ___________________ (Purchaser's spouse) indicates by the execution of
this Assignment his or her consent to be bound by the terms herein as to his or
her interests, whether as community property or otherwise, if any, in the shares
of common stock of the Company.


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                                                     Signature

INSTRUCTIONS: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.
THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO CAUSE THE FORFEITURE
OF YOUR UNVESTED SHARES AS SET FORTH IN THE AGREEMENT WITHOUT REQUIRING
ADDITIONAL SIGNATURES ON THE PART OF PURCHASER.

                                      A-1

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                                    EXHIBIT B

                         ELECTION UNDER SECTION 83(B) OF
                            THE INTERNAL REVENUE CODE

      The undersigned hereby makes an election pursuant to Section 83(b) of the
Internal Revenue Code with respect to the property described below and supplies
the following information in accordance with the regulations promulgated
thereunder:

1.    The name, address and social security number of the undersigned:

      Name:

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      Address:

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      Social Security No.:

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2.    Description of property with respect to which the election is being made:

_________ shares of common stock, par value $.001 per share, of Blackwater
Midstream Corp., a Nevada corporation (the "Company").

3.    The date on which the property was transferred is ____________ __, 200__.

4.    The taxable year to which this election relates is calendar year 200__.

5.    Nature of restrictions to which the property is subject:

The shares of common stock are subject to the provisions of a Restricted Share
Agreement between the undersigned and the Company. The shares are subject to
forfeiture under the terms of the Agreement.

                                      B-1
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6.    The fair market value of the property at the time of transfer (determined
      without regard to any lapse restriction) was $__________ per share, for a
      total of $__________.

7.    The amount paid by taxpayer for the property was $__________.

8.    A copy of this statement has been furnished to the Company.

Dated: _____________, 200__


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                                  Taxpayer's Signature


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                                  Taxpayer's Printed Name






                                      B-2
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                         PROCEDURES FOR MAKING ELECTION
                    UNDER INTERNAL REVENUE CODE SECTION 83(B)

      The following procedures MUST be followed with respect to the attached
form for making an election under Internal Revenue Code section 83(b) in order
for the election to be effective:(1)

      1. You must file one copy of the completed election form with the IRS
Service Center where you file your federal income tax returns within 30 DAYS
after the Grant Date of your Restricted Shares.

      2. At the same time you file the election form with the IRS, you must also
give a copy of the election form to the Secretary of the Company.

      3. YOU MUST FILE ANOTHER COPY OF THE ELECTION FORM WITH YOUR FEDERAL
INCOME TAX RETURN (GENERALLY, FORM 1040) FOR THE TAXABLE YEAR IN WHICH THE
SHARES ARE TRANSFERRED TO YOU.

(1)   Whether or not to make the election is your decision and may create tax
consequences for you. You are advised to consult your tax advisor if you are
unsure whether or not to make the election.





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