Page 33 - Petrospex_Elaine Prospect
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P A R T “B”
                  ATTACHED   TO   AND   MADE   A   PART   OF   A   COUNTERPART
                  OPERATING   AGREEMENT   ACCOUNTING   PROCEDURE   FOR

                  JOINT   OPERATIONS

                  I.  GENERAL PROVISIONS

                  1.     Definitions
                         “Property” shall mean the real and personal property subject to the
                         Agreement to which this Accounting Procedure is attached.

                         “Operator” shall mean the party designed to conduct the Operations.

                         “Owners” shall mean the parties to this Agreement other than the
                         Operator.

                         “Technical Agents” shall mean those persons having special and specific
                         engineering, geological or other professional skills or experience, and whose
                         primary function in Operations is the handling of specific operating
                         conditions and problems on the property for the benefit of the parties.

                         “Personal Expenses” shall mean travel and other reasonable reimbursable
                         expenses of Operator or its employees incurred in connection with the
                         property for the mutual benefit of the parties.

                         “Material” shall mean personal property, equipment or supplies acquired
                         or held for use on the property for the mutual benefit of the parties.

                  2.     Operator shall bill or account to OWNERS on or before the last day of each
                         month for their proportionate share of the expenses incurred for the
                         preceding month. Such bills or accounting will be accompanied by
                         statements which identify the property or well, and all charges and
                         credits, summarized by appropriate classifications of investment and
                         expense.  Unusual charges and credits shall be separately identified and
                         described.

                  3.     Each Owner shall pay her/his proportionate share of all costs and
                         expenses within fifteen (15) days after receipt of invoice to the extent the
                         same is not   paid out of proceeds from production. If payment is not made
                         within such  time, the unpaid balance shall bear interest monthly at the
                         rate of twelve percent (12%) per annum or the maximum contract rate
                         permitted by the applicable usury laws in the State in which the property
                         is located, whichever is less, plus attorney's fees, court costs, and other  costs
                         reasonably incurred in connection with the collection of unpaid amounts.



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