Exhibit 10.14 


AMENDMENT
TO DPTS MARKETING LLC

MEMBER CONTROL AGREEMENT


          AMENDMENT
TO MEMBER CONTROL AGREEMENT (this “Amendment”)
dated as of August 17, 2011 by and among Dakota Plains Marketing, LLC, a
Minnesota limited liability company (“DPM”) and Petroleum Transport Solutions,
LLC, a Minnesota limited liability company (“PTS”), and DPTS Marketing LLC, a
Minnesota limited liability company (the “Company”).


          WHEREAS,
DPM, PTS and the Company are parties to that certain DPTS Marketing LLC Member
Control Agreement dated as of April 29, 2011 (the “Agreement”);


          WHEREAS,
DPM and PTS constitute all of the members of the Company (the “Members”);


          WHEREAS,
DPM, PTS and the Company desire to amend the Agreement as set forth herein; and


          WHEREAS,
Section 10.5 of the Agreement provides that the Agreement may be amended by an
agreement made in writing and signed by the Members.


          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,
the parties hereby agree as follows:


          1.          Amendment.
Section 3.3(c)(iv) of the
Agreement is hereby amended by deleting such Section 3.3(c)(iv) in its entirety
and inserting in lieu thereof the following:


	
  

 	
  

 
	
  

 	
           (iv)          all
 Trading Activities shall be transacted through segregated sub-accounts
 reviewed by independent auditors on a quarterly basis. The Trading Member
 also agrees to provide such documents and information as are reasonably
 requested to allow all Members to complete quarterly financial reviews and
 annual audits of all Trading Activities for their own financial reporting
 purposes;

 


          2.          Miscellaneous.
The laws of the State of Minnesota shall govern the validity and
the construction of this Amendment without regard to principles of conflict of
laws. Except as
specifically set forth herein, all terms and provisions of the Agreement shall
remain in full force and effect with no other modification or waiver. This
Amendment may be executed in two or more counterparts, and delivered by
facsimile or other means of electronic communication, each of which shall be
considered an original.


 [Signature
Page Follows]





          IN
WITNESS WHEREOF, the parties have executed this
Amendment effective as of the date first set forth above. 


	
  

 	
  

 
	
  

 	
 DAKOTA
 PLAINS MARKETING, LLC 

 
	
  

 	
 a Minnesota
 limited liability company

 
	
  

 	
  

 
	
  

 	
 By: /s/ Gabe
 Claypool

 
	
  

 	
 Name:
 Gabriel G. Claypool

 
	
  

 	
 Title: Chief
 Manager

 
	
  

 	
  

 
	
  

 	
 PETROLEUM
 TRANSPORT SOLUTIONS, LLC

 
	
  

 	
 a Minnesota
 limited liability company

 
	
  

 	
  

 
	
  

 	
 By: /s/ Paul
 Nobel

 
	
  

 	
 Name: Paul
 Nobel

 
	
  

 	
 Title:
 Senior Vice President – Finance (Land)

 
	
  

 	
  

 
	
  

 	
 DPTS
 MARKETING LLC

 
	
  

 	
 a Minnesota
 limited liability company

 
	
  

 	
  

 
	
  

 	
 By: /s/
 Carlos R. Cuervo

 
	
  

 	
 Name: Carlos
 R. Cuervo

 
	
  

 	
 Title: Chief
 Manager

 


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