ADMINISTRATIVE SERVICES AGREEMENT





         THIS ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement") is entered

into effective as of January 1, 2003 and is by and between EOTT ENERGY LLC, a

Delaware limited liability company (the "Administrator") and EOTT ENERGY GENERAL

PARTNER, L.L.C., a Delaware limited liability company (the "Partnership General

Partner") and the general partner of EOTT Energy Liquids, L.P., EOTT Energy

Operating Limited Partnership, EOTT Energy Pipeline Limited Partnership and EOTT

Energy Canada Limited Partnership (collectively, the "Partnerships").



                                    RECITALS:



         The Partnership General Partner has been vested with all management

powers over the business and affairs of the Partnerships.



         The Partnership General Partner proposes to contract with the

Administrator for the provision of services in connection with the day-to-day

business and affairs of the Partnerships and any other Person (as defined below)

that may become a Partnership (as defined below) in the future.



         The Administrator and the Partnership General Partner desire by their

execution of this Agreement to evidence their understanding with respect to the

terms and conditions upon which the Administrator and its Affiliates (as defined

below) will provide services on behalf of the Partnership General Partner to any

Partnership in connection with the day-to-day business and affairs of such

Partnership.



         NOW, THEREFORE, in consideration of the premises and the covenants,

conditions, and agreements contained herein, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties hereto hereby agree as follows:



                                    ARTICLE I

                                   DEFINITIONS



         1.1 DEFINITIONS. Capitalized terms used herein but not defined

elsewhere shall have the following meanings.



         "Affiliate" means, with respect to any Person, any other Person that

directly or indirectly controls, is controlled by or is under common control

with, the Person in question; provided however, that for the purposes of this

Agreement, the Partnership General Partner and any Person controlled by the

Partnership General Partner or any Partnership shall be deemed not to be

Affiliates of the Administrator.



         "Partnership" shall mean the Partnerships and any other partnership or

other entity of which the Partnership General Partner becomes the general

partner, managing general partner or manager or for which it becomes responsible

for performing similar management functions.



         "Person" means an individual or a corporation, partnership, trust,

unincorporated organization, association or other entity.



                                   ARTICLE II

                                    SERVICES



         2.1 TERM; SERVICES. In exchange for the reimbursement described in

Section 3.1, the Administrator agrees to provide the Partnership General Partner

with the administrative services listed below and such additional services as

the Partnership General Partner may establish and authorize the







{PAGE}







Administrator to provide from time to time (the services to be provided by the

Administrator being herein referred to as the "Services"):



         (i)      The day-to-day supervision, administrative liaison and related

                  services, including, without limitation legal, accounting,

                  planning support, budgeting support, technical, insurance

                  administration, treasury services, tax and external audit

                  services required in connection with the business and affairs

                  of the Partnership General Partner and the Partnerships.



         (ii)     The commercial, marketing and operations support required to

                  conduct the commercial activities and operations of the

                  Partnerships.



         (iii)    The preparation for signature by an authorized officer of all

                  documents and instruments required to be signed by or

                  otherwise appropriate for signature by the Partnership General

                  Partner.



         (iv)     The maintenance of capital accounts for each owner of any

                  Partnership that is required to maintain capital accounts.



         (v)      The calculation of available cash of any Partnership that is

                  required to do so and the making of all distributions of cash

                  authorized by the Partnership General Partner or otherwise

                  required to be made.



         (vi)     The taking or provision of custody of funds, notes, drafts,

                  acceptances, commercial paper and other securities belonging

                  to any Partnership; maintain bank accounts in one or more

                  banking institutions; deposit funds of the Partnership General

                  Partner or any Partnership in its respective accounts and

                  disburse funds therefrom, in each case as necessary to satisfy

                  the obligations of each of them in connection with the conduct

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