FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT



FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT 

 

This First Amendment to Management Services Agreement
("Amendment") is made and entered into as of this 14th day of October 2008, by and among
Interline Resources Corporation, a Utah company, ("Interline"), and NorthCut
Refining LLC, a limited liability company, (the "Company") (which may be
referred to herein collectively as the "Parties" or individually as a "Party").


 

WITNESSETH: 

 

WHEREAS, Interline is a member of the Company and the Manager
under the Company's Operating Agreement dated September 10, 2007 (the
("Operating Agreement"); and 

 

WHEREAS, Interline and the Company are parties to the Management
Services Agreement dated September 10, 2007 (the "Agreement"), pursuant to which
Interline is providing certain services to the Company and the Company is
compensating Interline for such services and for its managerial and supervisory
services contemplated by Section 5.5 of the Operating Agreement; and 

 

WHEREAS, the Parties wish to amend the amount of the fees payable
by the Company under the Agreement, as set forth in this Amendment (capitalized
terms used in this Amendment but not defined shall have the meaning ascribed to
them in the Agreement). 

 

NOW, THEREFORE, in consideration of the premises, mutual covenants
and agreements herein contained, the Parties hereto agree as follows: 




1. Amendment to
Fees. Sections I.i and 2.e of the Management Services Agreement of the Agreement
are hereby amended to provide that, effective as of November I, 2008, the
Company will pay Interline a monthly management fee of $60,000 for all services
provided by Interline under the Agreement and as contemplated in the Operating
Agreement, which amount shall not be subject to reduction following the
Completion Date. This amount will be paid monthly in arrears. Interline agrees
and acknowledges that no increase in the OP Service fee or payment of any
additional fee may be
made to it or any of its affiliates, directly or indirectly, except in accordance with Section
5.5 of the Operating Agreement. 




2. Counterparts.
This Amendment may be executed in multiple counterparts, each of which shall be
deemed an original and all of which when taken together, shall constitute a
whole. It shall be
fully executed when each Party whose signature is required has signed at least
one counterpart notwithstanding that all Parties have not executed the same
counterpart. The Parties agree that signatures transmitted by facsimile shall be
binding as if they were original signatures. 




3. Full Force and
Effect. Except as set forth in this Amendment, all of the terms and conditions
contained in the Agreement shall remain the same and in full force and effect.


 

IN WITNESS WHEREOF, the Parties have
executed this Agreement effective as of the 

date first written
above.




MANAGER:

THE
COMPANY:




Interline
Resources Corporation

Northcut
Refining, LLC

By
its Manager and Co-Interim Managers




Signature: /s/
Michael Williams_______

By:
Michael Williams, President

Interline
Resources Corporation, 

Manager




Signature:
/s/ Michael Williams_____

By:
 Michael Williams, President




Northcut
Holdings, LLC,

Co-interim
Manager




Signature:
/s/ Michael R. Burke_____

By:
Michael R. Burke, Manager




PCG
Midstream, LLC,

Co-interim
Manager




Signature:
/s/ Michael R. Burke

By:
Michael R. Burke, Manager