Execution Copy

                        ENERGY SERVICES ACQUISITION CORP.

                              EMPLOYMENT AGREEMENT
                                       FOR
                                 JAMES E. SHAFER


     This  employment  agreement  ("Agreement")  by and between Energy  Services
Acquisition  Corp., a Delaware  corporation  (the "Company") and James E. Shafer
("Employee"),  is made to be effective as of the  Effective  Time (as defined in
the "Merger  Agreement,"  defined below) of the merger ("Merger") of the Company
with S.T. Pipeline, Inc. ("STP"), pursuant to that certain Agreement and Plan of
Merger by and  between  the  Company  and STP dated as of January  22, 2008 (the
"Merger Agreement").

     WHEREAS, Employee is an employee and a significant shareholder of STP; and

     WHEREAS, in connection with the Merger, Energy Services Merger Sub ("Merger
Sub"), a to-be-formed West Virginia corporation and a wholly-owned subsidiary of
the Company,  shall merge with and into STP, with STP as the  surviving  entity;
and

     WHEREAS,  the  Company  wishes to retain  Employee  as an  employee  of the
Company or an affiliate or subsidiary of the Company  following the Merger,  and
the  Company and  Employee  desire to enter into this  Agreement  to reflect the
terms of Employee's employment hereunder.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:

1.       POSITION AND RESPONSIBILITIES.

     During the Term (as herein defined),  Employee agrees to serve as President
of STP.

2. TERM AND DUTIES.

     (a) The period of Employee's employment under this Agreement shall begin as
of the Effective  Date and shall continue  thereafter  for thirty-six  (36) full
calendar months (the "Term").

     (b) During the Term,  except for periods of absence  occasioned by illness,
or vacation periods,  Employee shall devote substantially all his business time,
attention, skill, and efforts to the faithful performance of his duties.

     (c)  Employee's  principal  place of employment  shall be  Clendenin,  West
Virginia.

3. COMPENSATION AND BENEFITS.

     (a) The  compensation  specified under this Agreement shall  constitute the
salary and benefits paid for the duties  described in Section 2(b).  The Company
shall pay Employee as  compensation  a salary of not less than Two Thousand Five
Hundred  Dollars  ($2,500) per week ("Base  Salary")  beginning on the Effective
Date.  Such  Base  Salary  shall be  payable  semi-weekly,  or with  such  other
frequency as employees  are  generally  paid in  accordance  with the  Company's
normal  payroll  practices.  In  addition  to the Base  Salary  provided in this

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Section 3(a), the Company shall provide Employee with all such other benefits as
are provided or made available to Company employees  generally,  including,  but
not  limited  to,  participation  in Company  health and  medical  plans or paid
vacation periods at the Company's discretion.

     (b) In consideration  of Employee's  efforts in performing the requirements
of the position set forth in Section 1, and in addition to Base Salary and other
benefits to which  Employee may be entitled as set forth in Section 3(a) hereof,
Employee will receive an annual incentive payment ("Incentive Bonus") during the
Term, or until such later period as Employee leaves the employ of the Company or
an  affiliate  or  subsidiary  of the  Company,  in an amount equal to 5% of the
pre-tax earnings generated from STP operations. The annual Incentive Bonus shall
be payable by the Company  within  ninety days after the end of the twelve month
period following the last day of the month in which occurs the Effective Time of
the Merger,  and thereafter on or about each  anniversary  date of such payment.
Notwithstanding the foregoing, no Incentive Bonus will be payable to Employee at
any time  after he  leaves  the  employ  of the  Company,  or any  affiliate  or
subsidiary of the Company.  For the purpose of this Agreement,  pre-tax earnings
shall be computed in accordance with the Company's normal  accounting  practices
in  accordance  with U.S.  Generally  Accepted  Accounting  Principles  ("GAAP")
consistently applied.

4.       TERMINATION FOR CAUSE.

     The  term  "Termination  for  Cause"  shall  mean  termination  because  of
Employee's  (i) conviction of, or the entering into a plea of guilty to, a crime
involving  a  felonious  act or  acts,  including  dishonesty,  fraud  or  moral
turpitude,  and which is detrimental to the business,  reputation,  character of
the Company or any of its subsidiaries;  (ii) willful  misconduct by Employee in
the  performance of his duties,  any material breach of fiduciary duty involving
personal  profit,  or the intentional  failure to perform his stated duties;  or
(iii) a repeated and material  breach of any  provision of this  Agreement.  For
purposes  of this  paragraph,  no act or failure to act on the part of  Employee
shall be  considered  "willful"  unless done, or omitted to be done, by Employee
not in good  faith and  without  reasonable  belief  that  Employee's  action or
omission was in the best interest of the Company. Notwithstanding the foregoing,
Employee shall not be deemed to have been  Terminated for Cause unless and until
there  shall have been  delivered  to him a letter  after not less than ten (10)
business days notice to Employee and a reasonable  opportunity for him, together
with counsel,  to be heard before a representative of the Company,  finding that
in the good  faith  opinion  of  management,  Employee  was  guilty  of  conduct
justifying  Termination  for Cause and  specifying  the  particulars  thereof in
detail.  Employee  shall not have the  right to  receive  compensation  or other
benefits for any period after Termination for Cause.

5.       RESIGNATION.

     Employee  shall  provide  not less than sixty (60)  days'  advance  written
notice of resignation. In the event of Employee's voluntary resignation from the
Company,  Employee shall not be entitled to receive his Base Salary or any other
benefits  to  which he may be  entitled  under  this  Agreement  for any  period
thereafter.

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6. NOTICE.

     (a)  Any  purported   termination   by  the  Company  for  Cause  shall  be
communicated  by  Notice  of  Termination  to  Employee.  For  purposes  of this
Agreement,  a "Notice of  Termination"  shall mean a written  notice which shall
indicate the specific  termination  provision in this Agreement  relied upon and
shall set forth in  reasonable  detail  the facts and  circumstances  claimed to
provide a basis for termination of Employee's  employment under the provision so
indicated.

     (b) Any other purported  termination by the Company or by Employee shall be
communicated by a Notice of Termination to the other party. For purposes of this
Agreement,  a "Notice of  Termination"  shall mean a written  notice which shall
indicate the specific  termination  provision in this Agreement  relied upon and
shall set forth in detail the facts and circumstances claimed to provide a basis
for termination of employment under the provision so indicated.

7. SOURCE OF PAYMENTS.

     All payments provided in this Agreement shall be timely paid in cash, check
or direct deposit from the general funds of STP.

8.       NON-COMPETE/CONFIDENTIALITY.

     (a) For a period of two (2) years from the date the  Employee's  employment
under this Agreement  terminates,  Employee,  will not,  directly or indirectly,
compete in any manner  with the Company or STP,  including,  but not limited to:
(i)  soliciting  any client of the  Company or STP to  transact  business;  (ii)
transacting  business with a competitor of the Company or STP; (iii) interfering
or  damaging  a  relationship  between  the  Company  or STP  and  any of  their
customers;  (iv)  soliciting  an  employee of the Company or STP; or (v) selling
products  similar to the  products  sold by the  Company or STP in their  market
area.  The  parties  acknowledge  that this  Agreement  shall not  preclude  the
Employee  from  entering  into an agreement  with another  company that does not
compete,  directly or  indirectly  with the Company or STP.  Moreover,  Employee
shall treat as  confidential  information,  all  information  pertaining  to the
Company or STP.

     (b) The parties  hereto  acknowledge  that the  potential  restrictions  on
Employee's  future activities as set forth at Section 8(a) is reasonable in both
duration and geographic  scope and in all other respects.  In the event that the
provisions  of Section  8(a)  should  ever be deemed to exceed the  duration  or
geographic   limitations  or  scope  permitted  by  applicable  law,  then  such
provisions  shall be reformed to the maximum time or geographic  limitations  or
scope,  as the case may be,  permitted by applicable  law, and the parties agree
that the restrictions  and  prohibitions  contained herein shall be effective to
the fullest extent allowed under applicable law in such jurisdiction.

     (c) The parties  acknowledge  that it would be  impossible to determine the
amount of damages that would result from any breach of any of the  provisions of
Section 8(a) and that the remedy at law for any breach, or threatened breach, of
any of such provisions  would likely be inadequate and  accordingly,  each party
agrees that in addition to any other rights or remedies which it may have at law
or in equity,  the non-breaching  party would be entitled to seek such equitable

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and  injunctive  relief  as  may  be  available  from  any  court  of  competent
jurisdiction  to restrain a party from  violating any of the  provisions of this
Agreement.  In connection  with any action or proceeding  for such  equitable or
injunctive  relief,  each party hereby waives any claim or defense that a remedy
at law alone is adequate and agrees,  to the maximum extent permitted by law, to
have each  such  provision  of  Section  8(a)  specifically  enforced  against a
violating party, without the necessity of posting bond or other security against
the violating party, and consents to the entry of equitable or injunctive relief
against the violating  party  enjoining or restraining  any breach or threatened
breach of Section 8(a).

9.       EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

     This Agreement contains the entire understanding between the parties hereto
with respect to the subject matter hereof and  supersedes  any prior  employment
agreement  between the Company or any  predecessor  of the Company and Employee,
except that this Agreement  shall not affect or operate to reduce any benefit or
compensation  inuring to Employee of a kind elsewhere provided.  No provision of
this  Agreement  shall be  interpreted  to mean  that  Employee  is  subject  to
receiving fewer benefits than those  available to him without  reference to this
Agreement.

10. NO ATTACHMENT; BINDING ON SUCCESSORS.

     (a) Except as  required  by law,  no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

     (b) This  Agreement  shall be binding  upon,  and inure to the  benefit of,
Employee and the Company and their respective successors and assigns.

11. MODIFICATION AND WAIVER.

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

12. MISCELLANEOUS PROVISIONS.

     The  Company  may  terminate  Employee's  employment  at any time,  but any
termination,  other than Termination for Cause,  shall not prejudice  Employee's
right to compensation or other benefits under this Agreement.

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13.      SEVERABILITY.

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

14.      HEADINGS FOR REFERENCE ONLY.

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

15.      GOVERNING LAW.

     This Agreement  shall be governed by the laws of the State of West Virginia
but only to the extent not superseded by federal law.

16.      NOTICE.

     For the purposes of this  Agreement,  notices and all other  communications
provided for in this  Agreement  shall be in writing and shall be deemed to have
been duly given when delivered or mailed by certified or registered mail, return
receipt requested,  postage prepaid,  addressed to the respective  addresses set
forth below:

        To the Company:       Marshall T. Reynolds
                              Chairman of the Board and Chief Executive Officer
                              Energy Services Acquisition Corp.
                              2450 First Avenue
                              Huntington, West Virginia  25703

        With a copy to:       Luse Gorman Pomerenk & Schick, P.C.
                              5335 Wisconsin Avenue NW, Suite 400
                              Washington, D.C. 20015
                              Attention: Alan Schick

        To Employee:          James E. Shafer
                              359 Spencer Road
                              Clendenin, West Virginia 25045


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                                   SIGNATURES


     IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be executed
and its  seal to be  affixed  hereunto  by its  duly  authorized  officers,  and
Employee has signed this Agreement, on the day and date first above written.

ATTEST:                                        ENERGY SERVICES ACQUISITION CORP.



                                            By:
-------------------------                       --------------------------------
Secretary                                       Marshall Reynolds
                                                Chairman of the Board and
                                                 Chief Executive Officer




WITNESS:                                         EMPLOYEE:



                                             By:
-------------------------                       --------------------------------
Secretary                                       James E. Shafer