Rob Mafileo comes in at tighthead prop replacing Thomas Shields, Sale Pi'i moves from the blindside flank to lock, Manu Taiti will start at seven in place of Matt Duff while Solomon T-Pole, from the Pirates club in Dunedin, makes his debut at No 8.
In the backs, Chris Talanoa will start at fullback with Tenina Sauileoge moving from fullback to the left wing.
Mullins said Tom Rowe, who started at lock against Buller in the loss last week, had gone back to the development XV for tomorrow's game.
''We're only allowed to play three loan players and with the selection of T-Pole at No 8 and Fenemor at first five-eighth, along with Tenina Sauileoge on the wing, someone had to drop out,'' Mullins said.
''It was a difficult decision. T-Pole has come through the Otago Development ranks and is a traditional ball-carrying No 8.
"We brought Rob Mafileo into the front row to give us a little more hard edge, especially in the ball-carrying area, and to make the scrum solid.
''We've made changes in the reserves. Kilioni Taufa, a hooker, can cover for the front row as well and he's a dynamic ball-carrier.
"We'll be looking for him to give us some go-forward.
"Uilisoni Tahitua can give us impact and pace from the bench and as well Pi'i and Tahitua can play on the wing as well.''
The Poverty Bay side which scored seven tries against East Coast last weekend will have former All Black and Crusader and now Poverty Bay back coach Rico Gear at fullback.
The backline also features second five-eighth Moss Doran, a former AFL player, and TK Moeke, who has won Meads Cup medals with Wanganui and East Coast.
If he links with Gear then the North Otago defence wil be tested.
The visitors will field a powerful lineout and locking duo in captain Murray Hewson and the talented Everard Reid, a loan player from Hawkes Bay, as well as aggressive openside flanker Brent Ingram.
At No 8 is former Northland and Highlanders No 8 Jake Paringatai.
The curtain-raiser at 1pm will be between the North Otago Development XV and the Mid Canterbury Development XV.
- Terry O'Neill
North Otago v Poverty Bay
Whitestone Contracting Stadium, today, 2.30pm
North Otago: Chris Talanoa, Simeli Koniferedi, Lemi Masoe, Ekeroma Sauiloege, Tenina Sauileoge, Stephen Fenemor, Robbie Smith, Solomon T-Pole, Manu Taiti, Josh Clark (captain), Matt Mullins, Sale Pi'i, Rob Mafileo, Ralph Darling, DJ Duru-Sears. Reserves: Kilioni Taufa, Thomas Shields, Samisoni Tongotongo, Uilisoni Tahitua, Cameron Keenan, Ben Palmer, Diego Biro.
Poverty Bay: Rico Gear, Bryan Uriarau, TK Moeke, Moss Doran, Carl Riini, Clayton Kiwara, Sam Parks, Jake Paringatai, Brent Ingram, Patrick Allen, Everard Reid, Murray Hewson (captain), Seymour Lambert, Geoff Pari, Campbell Crisp. Reserves: Sione Ngatu, Russell Burns, Jared Phelps, Donny Mill, Travis Gooch, Caleb West, Ethan Reeves.
