Exhibit 10.17


AMENDMENT
TO DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC MEMBER

CONTROL AGREEMENT


                    AMENDMENT
TO DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC MEMBER CONTROL AGREEMENT (this “Amendment”)
dated as of April 29, 2011 by and among Dakota Plains Transport, Inc., a Nevada corporation
(“DPT”), Petroleum Transport Solutions, LLC, a Minnesota Limited Liability
Company (“PTS”), and Dakota Petroleum Transport Solutions, LLC, a Minnesota
Limited Liability Company (the “Company”).


W I T N E S S E T H :


                    WHEREAS,
DPT, PTS and the Company are parties to that certain Dakota Petroleum Transport
Solutions, LLC Member Control Agreement dated as of November 9, 2009, as
amended and supplemented (the “Agreement”); 


                    WHEREAS,
DPT and PTS constitute all of the members of the Company; and


                    WHEREAS,
DPT, PTS and the Company desire to amend the Agreement as set forth herein and
pursuant to Section 10.5 of the Agreement;


                    NOW,
THEREFORE, in consideration of the premises, the mutual agreements hereinafter
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, DPT, PTS and the Company hereby
agree as follows:


                    SECTION
1     Capitalized Terms. Capitalized terms used herein, but not otherwise
defined herein, shall have the meanings ascribed to them in the Agreement.


                    SECTION
2     Amendment to Section 1.5. Section 1.5 of the Agreement is hereby amended
by deleting such Section 1.5 in its entirety and inserting in lieu thereof the
following:


                    “1.5)       Purpose. The Company shall be authorized to
engage in (a) the acquisition, construction and operation of a petroleum
transloading facility in New Town, North Dakota (the “Transloading Facility”);
and (b) any other lawful activities as the Board of Governors may determine
from time to time.”


                    SECTION
3     Amendments to Section 3.2(c). Section 3.2(c) to the Agreement is
hereby amended by deleting therefrom the word “another” and inserting in lieu
thereof the word “any”.


                    SECTION
4     Amendment to Section 3.3(a)(v). Section 3.3(a)(v) of the Agreement is
hereby amended by deleting therefrom the words “, to purchase hydrocarbons for
transfer to and transloading through the Transloading Facility, and marketing
such hydrocarbons to refiners and other end-users”.






                    SECTION
5     Amendment to Section 3.3(b)(iv). Section 3.3(b)(iv) of the Agreement
is hereby amended by deleting therefrom the words “ to market hydrocarbons
produced in North Dakota and purchased by the Company for transloading through
the Transloading Facility, and marketing such hydrocarbons to refiners and
other end-users”.


                    SECTION
6     New Section 3.3(b)(v). Section 3.3(b) of the Agreement is hereby
amended by inserting the following at the end thereof as a new subclause (v):


                    “The
Members hereby acknowledge and agree that PTS shall have sole discretion in
operating the Transloading Facility, and that such discretion 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 over 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.”


                    SECTION
7     Amendment to Section 4.4. Section 4.4 of the Agreement is hereby
amended by (a) deleting therefrom the words “Treasury Regulations §
1.704-1(b)(2)(f)” and inserting in lieu thereof the words “Treasury Regulations
§ 1.704-1(b)(iv)(2)(f)” and (b) deleting therefrom the words “Section 4.5” and
inserting in lieu thereof the words “Section 4.4”.


                    SECTION
8     Amendment to Section 7.6(a). Section 7.6(a) of the Agreement is hereby
amended by deleting such Section 7.6(a) in its entirety and inserting in lieu
thereof the following:


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


                    SECTION
9     Amendment to Section 7.10. Section 7.10 of the Agreement is hereby
amended by deleting such Section 7.10 in its entirety and inserting in lieu
thereof the following:


                    “7.10)     
Other Ventures. Any Member may engage in or possess any interest in any other
ventures or businesses of any nature or description, independently or with
others, without limitation, including ventures or businesses which may engage
in business transactions with the Company provided such transactions with the
Company are commercially reasonable. Neither the Company nor any other Member
shall have a right by virtue of this Company to participate in any way in any
such other venture or the income or profits derived therefrom. Notwithstanding
the foregoing, each Member agrees that it will not (and it will not permit its
Affiliates to), during the period it is a Member of the Company, and for one
year thereafter, directly or indirectly, participate as owner, investor,
manager or consultant in any hydrocarbon transloading facility anywhere in
North Dakota, except through the Company.”


                    SECTION
10    Amendment to Section 9.1.
Section 9.1 of the Agreement is hereby amended by deleting therefrom the first
sentence thereof and inserting in lieu thereof the following:


2






“Upon any intended transfer
of a Member’s Units, the provisions of the Buy-Sell Agreement among the Members
and the Company (the “Buy-Sell Agreement”) shall govern the process and the
terms of disposition or transfer of such Units. No Member may transfer or
assign all or any portion of such Member’s Units (other than to an Affiliate of
such Member) in a transaction in which the Buy-Sell Agreement would be
operative unless such Member or its Affiliate also transfers or assigns to the
same transferee the same proportion of its units in DPTS Marketing LLC.”


                    SECTION
11    Amendment to Exhibit C.
Exhibit C to the Agreement is hereby amended by deleting therefrom the
following subsections:


“Accounting Fees



The General Accounting Fees are exclusive of the Throughput
Accounting Fees and, as such, shall be paid by the Company in addition to the
Throughput Accounting Fees.”



“General
Accounting



Accounting fees relating to any and all other operations of the
Company (“General Accounting Fees”) shall be charged at a rate equal to $0.0225
per barrel for every barrel of crude oil successfully marketed by the Company.”


                    SECTION
12    Reference to and Effect on the Agreement.


                    (a)     
Each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein”, or words of like import shall mean and be a reference to the
Agreement as amended hereby. No reference to this Amendment need be made in any
instrument or document at any time referring to the Agreement, a reference to
the Agreement in any of such to be deemed to be a reference to the Agreement as
amended hereby.


                    (b)     
Except as expressly amended by this Amendment, the Agreement shall remain in
full force and effect.


                    SECTION
13    Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument. The electronic or facsimile
transmission of a signed signature page, by one party to the other(s), shall
constitute valid execution and acceptance of this Amendment by the
signing/transmitting party. This Amendment shall become effective when each of
DPT, PTS and the Company shall have received a counterpart hereof signed by the
others.


                    SECTION
14    Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of Minnesota applicable to
contracts made and to be performed entirely within such State, without regard
to the conflicts of law principles of such State.


Balance of Page Intentionally Left Blank


3





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


	
  

 	
  

 
	
  

 	
 DAKOTA PLAINS TRANSPORT, INC.

 
	
  

 	
  

 
	
  

 	
 By: /s/ Gabriel G. Claypool

 
	
  

 	
 Name: Gabriel G. Claypool

 
	
  

 	
 Title: Chief Executive Officer

 
	
  

 	
  

 
	
  

 	
 PETROLEUM TRANSPORT SOLUTIONS, LLC

 
	
  

 	
  

 
	
  

 	
 By: /s/ Paul Nobel

 
	
  

 	
 Name: Paul Nobel

 
	
  

 	
 Title: Sr. Vice President-Finance (Land)

 
	
  

 	
  

 
	
  

 	
 DAKOTA PETROLEUM

 
	
  

 	
 TRANSPORT SOLUTIONS, LLC

 
	
  

 	
  

 
	
  

 	
 By: /s/ William A. Emison

 
	
  

 	
 Name: William A. Emison

 
	
  

 	
 Title: EVP