Blackwater Midstream Corp.
LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>blackwater_8k-ex1005.txt
<DESCRIPTION>LOAN AGREEMENT
<TEXT>

<PAGE>

Exhibit 10.5

                                 Loan Agreement

$100,000                                                  NEW ORLEANS, LOUISIANA

                                                                 JANUARY 1, 2009

         I, WE, OR EITHER OF US, JOINTLY, SEVERALLY AND SOLIDARILY, PROMISE(S)
TO PAY TO THE ORDER OF ISAAC SUDER, AT 727 PALMER AVENUE, TEANECK, NEW JERSEY
07666, ONE HUNDRED THOUSAND AND NO/100 ($100,000.00) DOLLARS, FOR VALUE
RECEIVED, WITH INTEREST AT THE RATE OF TWELVE (12%) PERCENT PER ANNUM FROM DATE
UNTIL PAID, PRINCIPAL AND INTEREST PAYABLE AS FOLLOWS:

         INTEREST ONLY FOR THE FIRST THREE MONTHS, PAYABLE ON THE LAST DAY OF
         EACH OF JANUARY, FEBRUARY AND MARCH, 2009, FOLLOWED BY FIFTEEN MONTHLY
         INSTALLMENTS OF PRINCIPAL AND INTEREST IN THE AMOUNT OF SEVEN THOUSAND
         TWO HUNDRED TWELVE AND 38/100 ($7,212.38) DOLLARS, COMMENCING ON THE
         LAST DAY OF APRIL, 2009, AND ON THE LAST DAY OF EACH SUCCEEDING MONTH
         THEREAFTER.

         There shall be no penalty for the prepayment in whole or in part of any
installment of principal or interest due on this note; provided, however, that
any such prepayment shall be applied first to all accrued and unpaid interest
and the balance, if any, to the principal.

         If any installment hereon is not promptly paid when due, then all
installments payable hereon shall, at the option of the holder hereof,
immediately mature, and become due and exigible, ipso facto and at once, without
notice or demand.

         In case this note should be placed in the hands of an attorney, after
its maturity, to institute legal proceedings to recover the amount hereof, or
any part hereof, in principal or interest, or to protect the interests of the
holder hereof, or in case the same should be placed in the hands of an attorney
for collection, compromise or other action, the maker(s) and endorser(s) bind
himself (themselves) to pay the fees of the attorney who may be employed for
that purpose, which fees are hereby fixed at ten (10%) percent on the amount due
or sued for, or claimed or sought to be protected, preserved or enforced.

         No delay on the part of the holder of this note in exercising any
rights hereunder shall operate as a waiver of such rights.

         All parties hereto, severally waive presentment for payment, demand,
notice of non-payment, protest, and all pleas of division and discussion, and
agree that the payment hereof may be extended from time to time, one or more
times, without notice, hereby binding themselves, solidarily, unconditionally
and as original promissors for the payment hereof, in principal, interest, cost
and attorney's fees.

                                        BLACKWATER MIDSTREAM CORP.




Dated: January 20, 2009                 By:  /s/ Michael J. Suder
       ----------------                      ---------------------------
                                             Michael J. Suder, President




</TEXT>
</DOCUMENT>
