MODIFICATION AGREEMENT

         THIS  AGREEMENT is made and entered into  effective May 1, 1996, by and
between each of the  following  names  parties  whose  addresses,  telephone and
telecopier numbers are set forth with their names:

                  PLANET INDEMNITY COMPANY                    ("Planet")
                  8 Greenway Plaza, Suite 400
                  Houston, Texas 77046
                  Telephone: 713/961-1300
                  Telecopier: 713/961-0285

                  and

                  FLORES & RUCKS, INC.                    ("Flores & Rucks")
                  8440 Jefferson Highway, Suite 420
                  Baton Rouge, Louisiana 70809
                  Telephone: 504/927-1450
                  Telecopier: 504/927-1454

                              W I T N E S S E T H:

         WHEREAS,  Planet has provided to Flores & Rucks one or more performance
bonds in the  aggregate  amount of  $11,725.00  in order  for  Flores & Rucks to
comply with the requirements of the Minerals Management Service; and

         WHEREAS,  Planet  and  Flores & Rucks  entered  into that  certain  MMS
Bonding  Agreement dated as of January 17, 1995 (the "Bonding  Agreement"),  and
certain other related  instruments  and  agreements,  to which reference is here
made for all purposes; and

         WHEREAS, under the terms and provisions of Section 6.k. and 8.f. of the
Bonding  Agreement Flores & Rucks has represented and warranted to Plant that it
does  not  sponsor,  maintain  or  contribute  and that it will not do so to any
employee pension, retirement,  profit-sharing, benefit or other similar employee
benefit  plan,  any  part or all of  which  is  subject  to or  governed  by any
provision  of the  Employee  Retirement  and Income Act of 1974,  and amended (a
"Plan"); and

          WHEREAS,  Flores & Rucks  desires  to  create a Plan and to amend  the
Bonding  Agreement  so that its so doing is not a breach of its  representations
and  warranties  and  covenants  as set forth in Sections  6.k.  and 8.f. of the
Bonding Agreement; and

         WHEREAS, in order to accommodate Flores & Rucks, Planet agrees to amend
the Bonding  Agreement so that the creation of a Plan by Flores & Rucks will not
be a breach of its


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representations, warranties and covenants as set forth in Sections 6.k. and 8.f.
of the Bonding Agreement; and

          WHEREAS, the parties desire to confirm their agreement with respect to
the foregoing described amendment;

         NOW,  THEREFORE,  for and in  consideration  of the  mutual  covenants,
agreements and undertakings  described below, Planet and Flores & Rucks agree as
follows:

1. Amendment to Bonding Agreement. The Bonding Agreement shall be deemed amended
in order to delete therefrom the provisions of Sections 6.k. and 8.f.

2.  Miscellaneous.  This  instrument  is given in  modification  of the  Bonding
Agreement,  of which  this  Agreement  shall be deemed  to be a part,  and other
obligations of Flores & Rucks,  and the liens securing the performance by Flores
& Rucks are not extinguished but are specifically  carried forward,  ratified in
all respects and shall secure the payment of all of Flores & Rucks' obligations.
The terms of are used herein, and indicated by the use of capital letters, shall
have the  meanings  ascribed  them in the Bonds  Agreement,  unless the  context
clearly indicates otherwise.

         IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the day and year first above written.

FLORES & RUCKS, INC.                            WITNESSES TO ALL SIGNATURES:


By:
Name:    Robert K. Reeves
Title:   Sr. Vice President & General Counsel


PLANET INDEMNITY COMPANY



By: --------------------------
    Roy C. Die, Vice President
    



                            --------------------------
                                  Notary Public


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