AMENDED STOCK OPTION GRANT



AMENDED
STOCK OPTION GRANT 

Agreement dated as
of the 15th day of day of October, 2008 by and between Westcoast
Lending Group, Inc., a Nevada corporation, or its successors or assigns, whose
address is for purposes of this Agreement, c/o Private Capital Group, 486 W 50 N
American Fork, UT 84003 ("Optionee") and Interline Resources Corporation, a Utah
corporation, whose address is 160 West Canyon Crest, Alpine, Utah 84404 (the
"Corporation"). 

 

WITNESSETH 

 

WHEREAS, in order
for NorthCut Refining LLC ("Northcut") to secure additional financing for the
completion and operation of its crude topping plant in the amount of One Hundred
Thousand and Noll 00 Dollars ($100,000.00) on April 17, 2008, the Corporation,
as the majority member of Northcut, found it to be necessary to offer an option
to purchase its shares at the current market value; 

 

WHEREAS, Optionee
desired to obtain the right to purchase shares of the Corporation for two (2)
years from the date thereof at their current market value; 

 

WHEREAS, Optionee
was and is currently a participant in that certain loan made to NorthCut
Refining, LLC, governed by a Promissory Note, Deed of Trust, All Assets Security
Agreement, Construction Loan Agreement, and other loan documents dated September
10,2007, as amended; 

 

WHEREAS, Optionee
desired to provide the requested funds to Northcut, and therefore increase the
indebtedness of Northcut and the Corporation to Optionee, in exchange for the
grant contained herein; and 

 

WHEREAS, the
Corporation desired to give Optionee the option to purchase stock at the current
market value for a period of two (2) years for making the Loan Addition. 

 

WHEREAS, because
Northcut has requested from Optionee to further advance funds to complete and
operate its crude topping plant (the "Loan Addition"), the Corporation, as the
majority member of Northcut, finds it necessary to amend Optionee's prior option
so that it may purchase shares of the Corporation at a value of fifty
cents($.50)per share; 

 

WHEREAS, the
Corporation now desires to grant Optionee the option to purchase stock at fifty
cents ($.50) per share for a period of five (5) years for making the Loan
Addition. 

 

NOW, THEREFORE, in
consideration of the above premises, the parties hereto agree as follows: 




1. Corporation and
Optionee acknowledge and agree that the Option is granted as compensation and
consideration for it making the Loan Addition. 




2. Amended Grant of
Option. Subject to and upon the terms and conditions set forth in this
Agreement, the Corporation hereby amends the April 17, 2008 grant to Optionee
and does 




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hereby grant to
Optionee an exclusive irrevocable option (the "Option") to purchase Fifty
Thousand (50,000) of the Corporation's One Hundred Million (100,000,000) shares
of common stock ("Shares"), at an exercise price of $0.50 per share (the
"Exercise Price"). 




3. This amended
Option shall have a term of five (5) years, measured from October 15, 2008 and
shall accordingly expire at the close of business on October 14, 2013 (the
"Expiration Date"). 




4. Manner of
Exercising Option. The Optionee may exercise the Option with respect to all or a
portion of the Shares at any time, or from time to time, on or before the
Expiration Date. In order to exercise the Option, Optionee shall execute and
deliver to the Corporation a duly completed Notice of Exercise in the form
attached hereto as Exhibit 1 at any time prior to the Expiration Date. 




5. Action Upon
Delivery of Notice of Exercise. Upon the delivery by the Optionee ofa Notice of
Exercise as provided herein, the Corporation will, within five (5) business
days, take all action and execute all documents and instruments necessary or
desirable to effect the transfer of the requisite Shares to the Optionee as
contemplated by this Agreement. 




6. Time, Place and
Manner of Closing. Upon exercise by the Optionee, the closing of the transaction
contemplated hereby (the "Closing") will be held at the offices of the
Corporation, or such other place as the parties may agree, within five (5) days
of the receipt by the Corporation of the Notice of Exercise. At the Closing, the
Corporation shall deliver to the Optionee certificate(s) representing the number
of Shares of the Corporation issuable upon such exercise against payment of an
amount equal to the product obtained by multiplying the number of Shares of the
Corporation being purchased upon such exercise by the then effective Exercise
Price ("the "Exercise Amount") in immediately available funds. In the case of a partial exercise of the
Option, the Corporation and the Optionee shall cancel this Agreement and shall
execute a new Agreement of like tenor and date for the balance of the Shares
purchasable hereunder. 




7. Further Action.
The parties hereto shall execute and deliver all documents, provide all
information and take or forbear from all such action as may be necessary or
appropriate to achieve the purposes of this Agreement. 




8. Assignment.
Optionee may assign its option at any time without the prior consent of the
Corporation. 




9. Entire Agreement.
This Agreement contains the entire agreement among the members concerning its
subject matter, and it replaces all earlier agreements among them, whether
written or oral, concerning its subject matter. 




10. Incorporation of
Exhibits. All documents identified in this Agreement as exhibits to the
Agreement are hereby incorporated in the Agreement and made an integral part of
it. 




II. Governing Law.
This Agreement shall be governed exclusively by the laws of the State of Utah
(exclusive of its laws governing conflicts of law). 

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12. Notices. All
notices under this Agreement shall be in writing. They shall be sent by fax or
by registered U.S. mail, return receipt requested, to the parties at their
respective addresses as stated on the first page of this Agreement. A party may
change the party's address at any time upon reasonable notice to the other
party. Notices shall be deemed to have been received when actually received.





13. Captions.
Captions in this Agreement are for convenience only and shall be deemed
irrelevant in construing the provisions of the Agreement. 




14. Severability. If any arbitrator or court finds any
provision of this Agreement to be invalid or unenforceable: 




The arbitrator or
court shall enforce the provision to the maximum lawful extent; and The
arbitrator's or court's finding of invalidity or unenforceability shall not
affect the validity or enforceability of any other provision of this Agreement.


 

15. Waivers. No express or implied waiver by any party of
any right of the party under this Agreement in any specific circumstance shall
be considered to waive any right of the party in any other circumstance.





16. Counterparts.
This Agreement may be signed in one or more counterparts, each of which shall be
deemed to be an original copy of this Agreement and all of which shall be deemed
to constitute one and the same agreement. 




IN
WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed and delivered as of the date
first above written. 

 

THE CORPORATION:
INTERLINE RESOURCES CORPORATION, A Utah corporation. 

 Signature: /s/ Michael R. Williams

By: Michael R. Williams Its: President 

 

OPTIONEE: WESTCOAST LENDING GROUP, INC., A Nevada corporation 

Signature: _ By:
_ Its: _ 

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EXIDBIT 1 

NOTICE
OF EXERCISE 

The undersigned
hereby irrevocably elects to exercise the option to purchase 100,000 shares of
Interline Resources Corporation, Inc.'s 100,000,000 common stock, pursuant to
that certain Stock Option Grant dated the 17th day of April, 2008, as amended
October 15, 2008, between Interline Resources Corporation, and Westcoast Lending
Group, Inc. The undersigned shall deliver the Exercise Amount to Interline
Resources Corporation at the Closing which shall take place no later than five
(5) days after the date of this Notice of Exercise. 

All capitalized
terms contained herein shall have the meaning as set forth in that certain Stock
Option Grant identified above. 

 

WESTCOAST LENDING
GROUP, INC., 

A Nevada
corporation 

Signature:__________________


By:________________________

 Its:
_______________________