DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC AMENDED AND RESTATED MEMBER CONTROL AGREEMENT

          (a)     Agreement. “Agreement” means this Member Control Agreement as it may be further amended or supplemented from time to time.

          (b)     Articles of Organization. The “Articles of Organization” means the document filed with the Secretary of State of Minnesota by the Organizer as they may be further amended or supplemented from time to time.

          (c)     Capital Accounts. The “Capital Accounts” means the capital accounts maintained by the Company for each Member in respect of such Member’s Company Interest.

          (d)     Code. The “Code” means the Internal Revenue Code of 1986, as amended. All references to a section of the Code or the treasury regulations promulgated under the Code shall mean and include any subsequent amendment or replacement of that section.

          (e)     Company. The “Company” means Dakota Petroleum Transport Solutions, LLC, a Minnesota limited liability company, formed upon the filing of the Articles of Organization with the Secretary of State of Minnesota.

          (f)     Company Interest. “Company Interest” means all of a Member’s right and interest in the Company.

          (g)     Distribution. “Distribution” means a distribution of cash or property to the Members pursuant to this Agreement.

          (h)     Governor. “Governor” means a natural person elected by the Members to serve on the Board.

          (i)      LLC Act. The “LLC Act” means the Minnesota Limited Liability Company Act, as amended. All references in this Agreement to a section of the LLC Act shall be considered also to include any subsequent amendment or replacement of that section.

          (j)      Members. The Members of the Company are collectively referred to herein as the “Members” and individually as a “Member.”

          (k)     Net Profits and Net Losses. “Net Profits” and “Net Losses” means, with respect to any period, the income and loss of the Company for such period as determined in accordance with the accounting method followed by the Company for book purposes, including income exempt from tax and described in Code Section 705(a)(1)(B) and treating as deductions items described in Code Section 705(a)(2)(B).

          (l)      Operating Agreement. The “Operating Agreement” means the document adopted by the Board of Governors relating to the operation of the Company,

          (m)    Organizer. “Organizer” means the individual signing and filing the Articles of Organization.

          (n)     Percentage Interest. “Percentage Interest” of each Member shall be a fraction, the numerator of which is the total number of Units held by such Member on the date of determination and the denominator of which is the Total Units as of such date.

          (o)     Person. “Person” means any natural person, company (whether general or limited), limited liability company, trust, estate, association, corporation, joint venture, proprietorship, governmental agency, trust, estate, association, custodian, nominee or any other individual or entity, whether acting in an individual, fiduciary, representative or other capacity.

          (p)     Risk Equivalence. “Risk Equivalence” refers to the objective of maintaining between Members an equivalent level of risk with respect to their respective Member Interests, all as more specifically described in Section 10.1 below.

          (q)     Total Units. “Total Units” means the aggregate outstanding Units issued to all Members as of a given date.

          (r)      Unit. “Unit” means the designation which the Company has established to represent the Company Interests of the Members.

          (a)     A Capital Account shall be maintained for each Member. Each Member’s Capital Account shall consist of such Member’s initial contribution to the Company and shall be (i) increased by such Member’s additional capital contributions, if any; (ii) decreased by such Member’s share of Distributions from the Company, if any; and (iii) otherwise adjusted in accordance with Article 5. A credit balance in a Member’s Capital Account shall not entitle such Member to demand any Distribution from the Company, and a debit balance in a Member’s Capital Account shall not constitute an obligation of such Member to the Company. No Capital Account maintained for the Members by the Company shall bear interest.

          (b)     General Compliance With Section 704(b). The maintenance of the Capital Accounts for the Members shall comply with Section 704(b) of the Code and the applicable Treasury Regulations. If the Board determines that the maintenance of such Capital Accounts needs to be modified to comply with Section 704(b) of the Code and the applicable Treasury Regulations, the Board may, notwithstanding any other provision of this Agreement, change the method of maintaining such Capital Accounts and if rendered necessary as a result of such change, amend this Agreement without notice to the other Members to reflect any such changes; provided, however, that any such changes shall not materially alter the economic agreement of the Members.

          (a)     The capital contribution of each Member shall be the amount of money and fair market value of any property (net of liabilities secured by such property that the Company is considered to assume or take such property subject to and net of any other liabilities of a Member that are assumed by the Company in connection with the contribution of such property) contributed by a Member to the Company.

          (b)     A Member shall not be obligated to make additional capital contributions to the Company except as the Members may unanimously agree in writing.

          (c)     It is specifically intended that no creditor of the Company nor creditor of a Member will have any right by virtue of this Section or any other provision of this Agreement to obligate any Member to pay funds to such creditor or to the Company.

          (a)     DPT. During the term of the Company’s operations under this Agreement, DPT shall perform, or cause to be performed, and be responsible for the following actions and services to be provided to the Company as part of DPT’s Member contribution.

          (i)     At its sole cost, DPT or an affiliate shall acquire the real property necessary for the operation of the Transloading Facility, and for rail spur service between the Transloading Facility and the available trunk rail line.

          (ii)    DPT or an affiliate, as owner of the Transloading Facility, shall lease the Transloading Facility to the Company at a rent payment described in the Member Transaction description attached hereto as Exhibit B. The Company shall use the Transloading Facility pursuant to and consistent with the terms of such lease, and no Member nor the Company shall have any claim to any interest in the Real Property or any equipment, materials or improvements on the Real Property, other than as specifically set forth in such lease. No interest in the Transloading Facility shall be considered to have been conveyed to the Company or to any Member by virtue of this Agreement.

          (iii)   DPT or an affiliate, as owner of certain equipment to be utilized for the operation of the Transloading Facility (the “Equipment”), will lease the Equipment to the Company at a rent payment described in the Member Transaction description attached hereto as Exhibit B. The Company shall use the Equipment pursuant to and consistent with the terms of such lease, and no Member nor the Company shall have any claim to any interest in the Equipment, other than as specifically set forth in such lease. No interest in the Equipment shall be considered to have been conveyed to the Company or to any Member by virtue of this Agreement.

          (iv)   DPT shall assist the Company through DPT’s contacts with producers, marketers and transporters of hydrocarbons in North Dakota.

          (b)     PTS. During the term of the Company’s operations under this Agreement, PTS shall perform, or cause to be performed, and be responsible for the following actions and services to be provided to the Company as part of PTS’s Member contribution.

          (i)     PTS has leased (the “Transloader Lease”) four (4) trailer mounted transloaders (the “New Transloaders”). The New Transloaders have been delivered to Transloading Facility, and shall be used only for transloading activities of the Company unless otherwise agreed in writing by the Governors. During the term of this Agreement, the New Transloaders shall not be removed from the Transloading Facility without the express written consent of all Members, which consent may be withheld for any reason or no reason whatsoever in each Members sole and unilateral discretion. During the term of this Agreement, the Company shall be responsible for all maintenance associated with the New Transloaders. The Company will not be required to expend Company funds to “rebuild” the New Transloaders at any time. Any residual value under the Transloader Lease shall be for the sole benefit of PTS.

          (ii)    PTS shall coordinate and manage on a day to day basis, either directly or through services contracted by the Company with third parties, the operation of the Transloading Facility, including contracting for truck transport of hydrocarbons from the producers’ locations to the Transloading Facility and managing all accounting and bookkeeping functions in connection with the operation of the Transloading Facility. A monthly accounting fee agreed upon by the Members in the manner set forth in Exhibit C shall be paid to PTS for staff time provided by PTS for bookkeeping and accounting functions as contemplated by Section 7.6(f) of this Agreement.

          (iii)   PTS shall assist the Company through PTS’s contacts with marketers, transporters, refiners and other end-users.

          (iv)   The Members hereby acknowledge and agree that PTS shall have primary responsibility for operating the Transloading Facility, and that such responsibility shall include control of the Transloading Facility, management of the accounting and bookkeeping functions in connection with the operation of the Transloading Facility and the establishment of cash flows, revenues and margins to be derived from Transloading Facility. PTS shall be obligated to use commercially reasonable efforts, in the exercise of its reasonable judgment, to maximize the profitability of the Company of the Term, it being understood that (x) such commercially reasonable efforts shall not require PTS to take any actions prohibited by this Agreement or to make any contributions or advances to the Company not required by this Agreement and (y) PTS shall not be in violation of its obligations hereunder in the exercise of its judgment in connection with any individual transaction, except as herein provided.

            (a)          Allocation of Net Profits and Net Losses. At the end of each fiscal quarter, the Net Profits and Net Losses for such fiscal quarter shall be allocated pro rata to the Members based on the number of Units which are issued and outstanding and shall be credited or debited to the Capital Accounts of the Members.

            (b)          Section 706(d). In the event of any changes in Percentage Interests in the Company during a fiscal year, then for purposes of this Article 5, the Board shall take into account the requirements of Section 706(d) of the Code and may select any method of determining the varying Percentage Interest of the Member during the year which satisfies Section 706(d) of the Code.

            (c)          Section 754. Any election by the Company under Section 754 of the Code to adjust the basis of the Company’s assets pursuant to Section 734 and Section 743 of the Code shall be made in the discretion of the Board. If such election is made, allocation of items of the Company’s income, gain, loss and deductions shall otherwise be made in a manner consistent with such allocation of basis in accordance with Section 734 and/or Section 743 of the Code, as the case may be, notwithstanding any other provision of this Agreement.

             (a)          Priority Cash Available. For purposes of this Section, “Priority Cash Available” shall mean cash accumulated by the Company at the end of a calendar month in excess of (i) the cash necessary to pay operating expenses of the Company incurred to parties other than Members or their respective affiliates (the “Third Party Expenses”) through the end of the next calendar month and (ii) any reserve amount(s) as may be established by unanimous action of the Board.

             (b)          Priority Payments to Members. As soon as practicable following the end of each calendar month the Company shall determine the amount of Priority Cash Available. To the extent of Priority Cash Available, the amounts due to Members with respect to Member Transactions (as defined below) (the “Member Transaction Payments”) for the calendar month just ended shall be paid by the Company. If the Priority Cash Available is insufficient to satisfy the obligations of the Company for the calendar month’s Member Transactions, the amounts of Priority Cash Available from time to time shall be paid one half to each Member until the obligation to a Member is satisfied, and the balance, if any, to satisfy any remaining such obligations to the other Member.

             (c)          Member Transactions. The sublease by the Company of rail cars from PTS, or the provision of rail cars to the Company by PTS without formal sublease arrangement, shall each constitute a Member Transaction as to PTS. The lease of the Transloading Facility and the Equipment by the Company from DPT shall constitute a Member Transaction with respect to DPT. The obligations of the Company to the respective Members for Member Transactions shall be the amount determined under the formulations set forth in Exhibit B.

           (d)       Operating Distributions.

             (i)          At the end of each calendar month, the Board shall identify the amount of Priority Cash remaining after all Third Party Expenses and all Member Transaction Payments described above in this Section 5.2 (relating to such calendar month and the next succeeding calendar month) have been made. The Company shall make a pro rata distribution of one-half (1/2) of such amount (the “Required Distribution”) to the Members based upon the average number of Units owned by each Member each calendar day during such calendar month. Notwithstanding the foregoing, the Company may reduce the Required Distribution by any amount that the Board unanimously determines is necessary or prudent to pay any capital improvements or other extraordinary expenses for the succeeding calendar months.

             (ii)          The Board, at the end of any calendar month upon unanimous consent of all Governors, may declare and pay any Distributions in addition to the Required Distribution provided that it has first set aside or satisfied all Third Party Expenses and Member Transaction Payments required to be made with respect to such calendar month end as described in this Section 5.2.

             (iii)          Any Distributions from the Company as may be authorized from time to time by the Board, shall be made, at the time such Distributions are authorized by the Board, to the Members in such amounts as may be determined by the Board on a pro rata basis. No Member shall have any right to interim Distributions except as determined by the Board, and no Member shall be entitled to interest on any contributions made by such Member to the Company. No Member shall have the right to withdraw or to demand the return or repayment of any or all of such Member’s contributions.

          (e)          Tax Burden Distributions. Notwithstanding the provisions of subparagraphs (a) and (b) above:

              (i)          The Company shall distribute to the Members each calendar year, to the extent cash is reasonably available without any borrowing by the Company, and taking into account the reasonable working capital needs of the Company, the amount calculated pursuant to this Section 5.2(b)(ii) to permit the Members to pay income taxes on their respective allocable shares of the estimated taxable income of the Company; provided, that such estimated taxable income may be offset by any allocable loss carryforwards in the sole discretion of the Board.

              (ii)          Distributions in accordance with the foregoing paragraph shall be based on the premise that all Members are subject to the maximum combined federal and Minnesota tax rates applicable to the type of income generated by the Company (after making appropriate provisions for cross-deductibility of federal and state income taxes).

              (iii)          The Board may make Distributions on a quarterly basis to facilitate the payment of estimated taxes by the Members.

              (iv)          To the extent distributions are made in reliance upon the authority of this Section 5.2(e), such distributions shall reduce the amount of the Required Distributions described in Section 5.2(d).

              (f)           In-Kind Distributions. No Member shall have the right to require any distribution of any assets of the Company in kind. If any assets of the Company are distributed in kind, such assets shall be distributed on the basis of their fair market value as determined by the Board. Solely for the purpose of maintaining Capital Accounts, the amount by which the fair market value of any property to be distributed exceeds or is less than the adjusted basis of such property for book purposes shall be taken into account in determining Net Profit or Net Loss as if such property had been sold at its fair market value as determined in good faith by the Board.

             (a)          Issuance or Assignment of Units. A person shall be admitted as a Member upon payment for any Units issued to such person pursuant to Section 6.1 in this Agreement effective when such person executes or otherwise evidences an intent to be bound by this Agreement. An assignee of a Member’s Units may be admitted as a Member upon unanimous consent of all Members at such time, but only if such person executes or otherwise evidences an intent to be bound by this Agreement.

             (b)          Schedule A. The current Members of the Company and the capital contributions made or agreed to be made by each of them and numbers of Units that are issued and outstanding are set forth on Schedule A. The Board is authorized from time to time to update Schedule A to reflect the identity of all Members, the capital contributions made or agreed to be made and the class and number of each class of Units that are issued and outstanding.

             (a)          Register. The Company shall keep at its principal office a register containing the names of the owners of outstanding Units and all transfers of outstanding Units. References to the owner of a Unit shall mean the Person or entity shown as the owner of such Unit in the register, and the ownership of a Unit shall be proved by such register. Except as otherwise specifically provided in this Agreement, the registered owner of a Unit shall be deemed to be the owner of such Unit and a Member for all purposes of this Agreement.

             (b)          Certificates. Certificates evidencing the Units owned by a Member may, but need not, be issued by the Company. Each certificate shall serve only as evidence of ownership of the Units it identifies and shall not be assignable.

             (c)          Registration of a Transfer. Each Unit issued under this Agreement, whether originally or in substitution for, or upon transfer, exchange or other issuance of a Company Interest represented by such Unit, shall be registered on the effective date of the Transfer, exchange or other issuance as determined in good faith by the Board; provided, however, that no registration of any transfer not made in compliance with this Agreement shall be made in the register.

              (d)          Preemptive Rights. No Member, merely because of such Member’s status as a Member or an owner of Units, shall have any preemptive rights to purchase any Units proposed to be sold or issued by the Company.

              (a)          Management Vested in Board. The business and affairs of the Company shall be managed by or under the authority of the Board, except as otherwise specifically required by the LLC Act or this Agreement. Except as otherwise provided in this Agreement, the Board shall have the sole and exclusive power to manage the Company’s business.

              (b)          Designation of Board Members. Each Member shall be permitted to appoint one designee of such Member to the Board of Governors. There shall be no other members of the Board. Any vacancy in the Board shall be filled by the action of the Member that appointed the Board member whose Board position is vacated.

              (c)          Delegation. The Board shall be entitled to delegate its duties as it may deem reasonable or necessary in the conduct of the business of the Company to one or more officers, employees, agents, or committees of the Company, who shall each have such duties and authority as the Board shall determine, or as may be set forth in this Agreement, the Operating Agreement or any agreement between such person and the Company.

              (d)          Qualification and Term of Office. Governors need not be Members or employees of the Company. A Governor shall hold office until such person’s successor shall have been appointed, or until the earlier death, resignation, removal or disqualification of such Governor. A Governor may be removed only by the Member that appointed such Governor.

              (e)          Resignation. Any Governor may resign at any time by giving written notice to the Company. The resignation is effective when notice is given to the Company, unless a later date is specified in the notice, and acceptance of the resignation shall not be necessary to make it effective.

              (f)          Voting Power. Except as provided in the Operating Agreement, each Governor shall have one vote on any matter submitted to the vote of the Board.

              (g)          Acts of the Board. The Board shall take action in the manner set forth in the Operating Agreement.

              (h)          Standards of Conduct. A Governor shall discharge the duties of serving on the Board in good faith, in a manner the Governor reasonably believes to be in the best interests of the Company and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A Governor shall not be liable as a fiduciary with respect to the duties of serving on the Board.

             (a)          Business Divisions. The Company shall conduct one category of business activities: The operation of the Transloading Facility for transloading petroleum and similar product from transport trucks to rail cars, either for its own account or for third parties.

             (b)          Credit. The Company will establish and maintain appropriate credit facilities with a commercial lender to accommodate its regular working capital needs.

             (c)          Labor and Contracts. The Company shall contract for labor needed in the operation and site management of the Transloading Facility and for truck transport (to the extent it is for the Company’s account) of petroleum products from producers to the Transloading Facility, and the Company shall be responsible for all such costs.

             (d)          Operating Expenses. The Company shall pay all expenses directly related to the operation of the Transloading Facility including but not limited to utilities, real estate taxes, sales taxes, maintenance, insurance, labor costs and Member Transaction costs. No operating distributions (as defined in Section 5.2(d)) shall be made by the Company until all operating expenses have been paid or are properly accrued for, and all payments with respect to member Transactions for the immediately preceding calendar quarter have been paid.

             (e)          Accounting and Bookkeeping. Accounting and bookkeeping services for the Company shall be performed by PTS or its affiliate, and the reasonable market rate of fees for such services shall be paid by the Company as set forth in Exhibit C. Payment of such accounting and bookkeeping fees shall be deemed operating expenses of the Company and shall not be subject to treatment as a Member Transaction under the provisions of Section 5.2 (b) or (c). Any Member maintaining or possessing the books and records of the Company will provide any other Member’s personnel and auditors, accountants, and legal counsel access to such books and records during business hours upon reasonable request.

             (i)          Company shall use reasonable efforts deliver within nineteen (19) days after the end of each month to each Person who was a Member at any time during such calendar month (1) monthly financial statements prepared in accordance with U.S. GAAP (which financial statements, including balance sheet, income statement, cash flow and Member’s equity, need not contain notes) and (2) the financial information identified on Exhibit D, which exhibit may be amended, from time to time by unanimous action of the Board.

             (ii)          Company shall deliver within eighteen (18) days after the end of each fiscal quarter to each Person who was a Member at any time during such fiscal quarter quarterly financial statements prepared in accordance with U.S. GAAP (which financial statements, including balance sheet, income statement, cash flow and Member’s equity, need not contain notes or a comparison to the prior quarter). The Company and any Member maintaining or possessing the books and records of the Company will cooperate with any other Member in preparing notes to such financial statements.

             (iii)          Company shall deliver within forty-five (45) days after the end of each fiscal year to each Person who was a Member at any time during such fiscal year (1) annual financial statements prepared in accordance with U.S. GAAP (which financial statements, including balance sheet, income statement, cash flow and Member’s equity, need not contain notes or a comparison to the prior quarter) and (2) the financial information identified on Exhibit D, which exhibit may be amended, from time to time by unanimous action of the Board. An estimate of the taxable income generated by the Company during the applicable period will be provided upon completion. The Company and any Member maintaining or possessing the books and records of the Company will cooperate with any other Member in preparing notes to such financial statements.

          (f)          Member Expenses. Except as specifically provided in this Agreement to the contrary, DPT and PTS shall each be solely responsible for their respective costs incurred in delivering and performing the services and assets required to be contributed to the Company under this Agreement, including travel, overhead, legal, and general and administrative expenses of the Member.

              (a)          By Agreement. Upon the written agreement to terminate signed by all Members at any time during the Initial Term or a Renewal Term;

              (b)          Member Notice. At the date of the completion of any Term if written notice of termination is delivered by one Member to the other Member and to the Company at least 90 days prior to the end of such Term.

DAKOTA PETROLEUM TRANSPORT

SOLUTIONS, LLC

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Its

Chief Manager

DAKOTA PLAINS TRANSLOADING, LLC

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Chief Executive Officer

PETROLEUM TRANSPORT SOLUTIONS, LLC

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Its

Sr. Vice President-Finance

Signature Page to Dakota Petroleum Transport Solutions, LLC

Amended and Restated Member Control Agreement