Page 26 - Petrospex_Elaine Prospect

Trustee to enforce this trust or as to the proper and due appointment of any
successor or substitute Trustee or as to the advertisement of sale or the time,
Place and term of sale or as to any other preliminary act or thing shall be
taken in all courts of law and equity as prima facie evidence that the facts so
stated are true. Operator may appoint a substitute or successor Trustee
in the event the Trustee above named is unable for any reason to serve.

C. The lien hereby granted, and the above provisions for enforcing same,
shall be in addition to and without prejudice to any other right and
remedy available to Operator for the collection of any sum of money justly
owed to it by any party hereto arising from any operation hereunder.

8. Notwithstanding anything to the contrary herein, Operator shall have the
right to receive from all purchasers of production the proceeds attributable
to the interests of all Owners, and Owners hereby authorize and direct the
purchasers of production to make direct payment to Operator of their
respective shares of all proceeds from the sale of production. Operator is
authorized to deduct each month from the proceeds so received from the
purchasers of production all operating cost and charges assessable to Owner
and permitted under this agreement, and remit to Owners their respective
shares of the net proceeds. Each Owner stipulates that purchasers of
production may without liability rely on statements by Operator concerning
this lien, her/his obligations to Operator and her/his interests in the proceeds
from production.

9. Operator shall make a bona fide effort to render and pay all ad valorem
taxes applicable to the property and interests covered by this Agreement,
and the personal property located on the property, or used in connection
therewith, and shall charge such taxes to the parties pro rata share.

10. In addition to the rights and privileges given the parties hereto under any
other provisions hereof, each party upon reasonable request in writing shall
be entitled to any and all information pertaining to the property and
activities conducted thereon pursuant to this Agreement and shall have
access to and the right to inspect, audit, and to obtain copies at her/his
expense: (1) the property at all reasonable times and observe any
operations thereon, and to take samples of cuttings, cores, etc.; (2) all well
logs, electrical surveys, and other test data pertaining to the drilling of any
well; (3) all gauge and run tickets, and reports of stock on hand at the end of
each month; (4) the books, records and invoices of Operator pertaining to any
matter of accounting arising hereunder.

11. Operator shall never be liable to Owners, or any of them, for any acts done
or omitted to be done in good faith in the performance of any of the
provisions of this agreement; and Operator shall not be liable for any loss

Operating Agreement - Page 6 of 15