Exhibit
10.1

    November
22, 2010

    


    Mr. David
Morrow

    452
Second Street #2

    Hoboken,
NJ 07030

    


    Dear
David,

    


    I am
pleased to extend to you an offer of employment with Wilshire Enterprises, Inc.,
(the “Company”).  This letter sets forth the terms and conditions of
that employment.

    


    The
Company hereby offers you full-time employment as Chief Operating Officer and
Executive Vice President commencing on November 30, 2010 with a base salary of
$165,000 on an annualized basis.  During your employment with the
Company, you will receive a transportation allowance of $10,000 on an annualized
basis.  In addition, during your employment with the Company, you will
be eligible to participate in the Company’s stock-based compensation and
performance bonus plans.  Awards, if any, granted under these plans
shall be determined at the discretion of the Company’s Board of Directors (the
“Board”).

    


    Although
we hope that your employment with us is mutually satisfactory, your employment
at the Company is “at will”.  This means that, just as you may resign
from the Company at any time with or without cause, the Company has the right to
terminate this employment relationship with or without cause at any time without
prior notice.  Neither this letter nor any other communication, either
written or oral, should be considered as a contract of employment, unless it is
signed by both you and the CEO of the Company and such agreement is expressly
acknowledged as an employment contract.

    


    During
your employment with the Company you will be entitled to participate in all of
our then current customary employee benefits, subject to plan eligibility
requirements and enrollment criteria, including, but not limited to, the
Company’s medical and dental plans, for which the employee contribution portion
will be absorbed by the Company.  Enrollment in the medical, dental,
life and disability plans will begin on December 1st,
2010.  The Company reserves the right to change or rescind benefit
plans and programs.  You will accrue four weeks vacation annually with
vacation schedules being subject to prior approval by the
CEO.  Eligibility to take vacation is in accordance with the
requirements as outlined in the Company Employee Handbook.

    


    The
Company shall pay or reimburse you for all necessary and customary expenses
reasonably incurred by you in connection with the performance of your duties and
obligations, including, without limitation, reasonable and customary business
expenses incurred to entertain the Company’s clients, provided, however, that
the Company shall not pay or reimburse you for country club membership
fees.  Such reimbursement shall be subject to your presentation of
appropriate vouchers in accordance with such expense account policies and
approval procedures as the Company may from time to time reasonably establish
for employees (including but not limited to prior approval of extraordinary
expenses); provided, however, that in no event shall reimbursement be made later
than December 31 of the year following the year in which the expense was
incurred.

    


    During
your employment with the Company, you shall: (a) report to the CEO of the
Company; (b) devote your entire business time, attention and energies to the
business of the Company; (c) perform your duties honestly, diligently,
competently, in good faith and in the best interest of the Company; and (d) not
undertake any other employment or business association that requires the
rendering of personal services, except that you may serve, with the prior
written consent of the Board, on the boards of other organizations, provided,
however that in either case, such service does not interfere with your duties
hereunder.  Your employment with the Company will be subject to the
Company’s employment policies, procedures and practices in place from time to
time.  This offer of employment with the Company is contingent upon
our satisfactory completion of proof of your authorization to work in the United
States.


    
      
         


      

      
        -1-

        
          

        

      

      
         


      

    

    


    David, on
behalf of Wilshire it is a pleasure to extend you this offer.  Kindly
sign your name at the end of this letter to signify your understanding and
acceptance of these terms and that no one at the Company has made any other
representation to you.  As we are interested in concluding our
near-term efforts to strengthen the Company’s management team, we kindly request
that this offer be accepted on or before November 27, 2010 and will be deemed to
have been withdrawn if your executed acceptance of this offer is not received by
me on or before the above referenced date.

    


    We
welcome you as an employee and look forward to a successful relationship in
which you will find your work both challenging and rewarding.

    


    Sincerely,

    


    /s/
Sherry Wilzig Izak

    


    Sherry
Wilzig Izak

    Chairman
and CEO

    


    The
undersigned accepts the above employment offer and agrees that it contains the
terms of employment with Wilshire Enterprises, Inc. and that there are no other
terms expressed or implied.  It is understood employment is subject to
verification of identity and employment eligibility and may be terminated by
Wilshire Enterprises, Inc. for any reason at any time without prior
notice.

    


    
      
        
          	
                  Accepted
      by:

                
	 
      
	
                  /s/
      David Morrow 11/24/10

                
	 
      
	
                  David
      Morrow

                


        

      

    


    
      
         


      

      
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