Artificial Lift R&D Council Page 2

Meeting Minutes --- January 14, 2003

Artificial Lift Research and Development Council

1st ALRDC Board of Directors Meeting

January 14, 2004

Minutes of Meeting

Venue

The first meeting of the newly constituted Artificial Lift R&D Council (ALRDC) was held in the Petroleum Engineering Department, Texas Tech University, Lubbock, Texas. It began at 10:00 am on Tuesday, January 14, 2003, and ended at approximately 3:00 pm.

Attendees Unable to Attend

Operating Companies

Art Peña, Yates Petroleum Jim Hall, Shell International EP

Henry Nickens, BP

Service/Supply Companies

Bill Howard, Weatherford Artificial Lift Systems Roger Stinson, Schlumberger

Lynn Rowlan, Echometer

Universities

Dr. Jim Lea, Texas Tech University

Dr. Harold Winkler, Texas Tech University

Dr. Chris Cox, Texas Tech University

Dr. Tony Podio, University of Texas (by phone)

Consultants

Cleon Dunham, Oilfield Automation Consulting Hal Rabbino, Strategic Clarity

Purpose

Hold the inaugural meeting of the Board of Directors of the Artificial Lift R&D Council.

Discussion

The following items were presented and discussed.

1.  Petroleum Engineering Department, Texas Tech University. Dr. Jim Lea presented a brief overview of the Petroleum Engineering Department at Texas Tech, its current mix of students, and its current academic and R&D programs.

2.  Artificial Lift R&D Council. Cleon Dunham presented a brief introduction of the ALRDC, for the benefit of those who had not attended a meeting previously.

3.  Purpose of ALRDC. Cleon Dunham reviewed the purpose of the ALRDC. This is summarized in the associated document entitled, "Plan for Launching ALRDC," December 5, 2002. This document also summarizes the thought process that went into the preparation for this inaugural meeting.

4.  Board of Directors. The proposed members of the ALRDC Board of Directors, as shown on the associated document entitled, "Artificial Lift R&D Council, Members of Board of Directors," were unanimously elected. Other potential members were discussed and will be contacted by Jim Lea or Cleon Dunham to ascertain their interest and willingness to serve.

5.  Officers of the Board. The following officers of the board were elected:

Chairman: Dr. Jim Lea, Texas Tech University

Treasurer: Anita Parks, Texas Tech University

Secretary: Cleon Dunham, Oilfield Automation Consulting

6.  Director. The position of Director of ALRDC was discussed. One possibility is to have this be a part-time position shared by a "to be employed" member of the Texas Tech University faculty. TTU is planning to employ a new faculty member to direct the TTU test well / facility. (See #17.) This person might be a candidate to also direct ALRDC. This will be considered at a future time. In the meantime, TTU will hire consultants, on an as-needed basis, to conduct the initial ALRDC start-up tasks.

7.  Office Location. For the short-term, office space and facilities for ALRDC will be provided by Texas Tech University. When ALRDC becomes self-sufficient, it may choose to re-locate to an independent location.

8.  Name of the Organization. After discussion, it was agreed to continue to use the name Artificial Lift R&D Council (ALRDC).

9.  Logo for the Organization. After discussion, it was agreed to maintain the basic concept of the current logo (see the top of this document) but to attempt to more closely relate it to artificial lift in some appropriate ways.

10.  Business Cards. It was agreed that business cards should be produced for Dr. Jim Lea and Cleon Dunham, as they are the ones most likely to be representing ALRDC in functions in the near term. They are to distribute ALRDC business cards at the upcoming Gas-Lift and Gas Well De-Watering Workshops.

11.  Web Site. Cleon Dunham presented a rough draft of a proposed new ALRDC web site. The concept is based on the design of the www.wellanalysis.com web site that is being used to support the Gas-Lift and Gas Well De-Watering Workshops. Dr. Jim Lea demonstrated the current wellanalysis site. It was agreed to build the ALRDC web site following this concept, and the proposed web site development budget of $3,850 was approved. Annual support and maintenance costs of this site are expected to be modest. Cleon Dunham is to explore these costs and report back at a future meeting.

12.  Budget. A potential working budget for ALRDC was discussed. The Board concluded that it is too early to have an accurate idea of what the budget amounts should be. The Petroleum Engineering Department of Texas Tech University has agreed to underwrite the "start-up" costs of the organization, but these must be closely controlled. The organization must become fully self-sufficient within two years, or a "no go" decision will be taken.

13.  General Membership Fees. The Board is not ready to decide on specific membership fees. Before this can be done, the deliverables and benefits that can be provided to members must be fully defined. There was extensive discussion of possible deliverables that the Council can pursue. (See #18 and the action items below.)

14.  Start-Up Membership Fees. After discussion, it was agreed to start this first year with a very modest "start-up" membership fee. The goal of this should be to encourage very broad involvement by a large number of organizations. In the future, as the deliverables and benefits to members are increased, membership fees can be ramped up accordingly. The consensus was that an initial "start-up" member fee of $1,000 for companies and $200 for individuals was appropriate.

15.  Solicit Members. After discussion, it was agreed that it is too early to solicit members. First, the benefits and deliverable to members must be fully defined. The timing to begin member solicitation will be decided at the next Board meeting.

16.  Legal Issues. It is intended that ALRDC will be a not-for-profit organization. Legal documents for this purpose were previously drafted. These can form the basis for the documents that will be required to obtain the necessary IRS 501 (c) 6 status.

17.  Texas Tech University Test Well / Facility. Dr. Chris Cox presented the plans and current status of the Red Raider #1 test well / facility. The well is drilled and completed. Most capital equipment has been delivered. Dr. Cox estimates that the well / facility can be ready for conducting artificial lift tests by summer, 2003.

18.  Possible Benefits and Deliverables to Customers. After discussion, the following partial list of possible benefits and deliverables to customers was developed. Dr. Jim Lea is to expand this list (see action items).

·  Workshops. Help organize workshops (and/or short courses) like the Gas Well De-Watering Workshop being organized for March 2003, in Denver, Colorado.

·  Seminars. Organize seminars on specific artificial lift topics of interest - may be for small, focused audiences.

·  Courses. Help organize focused courses on special artificial lift topics of interest.

·  Best Practices. Organize artificial lift best practices and make them widely available to members.

·  Database. Organize a database of artificial lift applications, problems, and solutions.

·  Web Site. Produce an easy-to-use ALRDC web site for broad dissemination of artificial lift information to members.

·  Yellow Pages. Develop an "Artificial Lift Yellow Pages" where organizations and consultants can advertise artificial lift goods and services.

·  Forums. Create an on-line, interactive forum where members can discuss and debate artificial lift issues.

·  Equipment and Procedure Tests. Help sponsor or coordinate tests of artificial lift equipment and/or techniques using various available test facilities.

·  Artificial Lift R&D. Help define research and development needs in the area of artificial lift and help coordinate the sharing of funding and resources to achieve these needs.

19.  Next Board Meeting. The time and place of the next Board meeting was not decided. It will be proposed after the list of benefits and deliverables to members has been reviewed and agreed by the Board members.

Action Items

1.  Dr. Jim Lea

·  Prepare a list of potential benefits and deliverables that ALRDC may choose to offer to initial members in 2003.

·  Send this to Cleon Dunham for review, refinement, and distribution to the other board members.

·  Contact other potential members for the Board of Directors.

2.  Cleon Dunham

·  Prepare and issue minutes of this meeting.

·  Handle the proposed benefits and deliverables document produced by Dr. Jim Lea.

·  Contact other potential members for the Board of Directors.

·  Work with the web design consultant to begin design and construction of the new ALRDC web site.

·  Develop proposed enhancement(s) to the existing ALRDC logo.

·  Design an ALRDC business card. (Dr. Jim Lea will have these produced by Texas Tech University.)

·  Update the existing ALRDC draft legal documents and submit them to Bill Howard of Weatherford for further legal action.

·  Propose the location and timing of the next meeting of the ALRDC Board of Directors.

3.  Bill Howard

·  Request support from the Weatherford legal department to help obtain the necessary not-for-profit for ALRDC.