IRREVOCABLE PROXY


         The undersigned (the  "Stockholders"),  stockholders of Flores & Rucks,
Inc., a Delaware  corporation  (the  "Corporation"),  hereby  revoke all proxies
bearing a date prior to the date hereof and appoint  James C. Flores (the "Proxy
Holder"),  with full power of  substitution,  their  true and  lawful  proxy and
attorney-in-fact  to vote and  otherwise  represent  an  aggregate  of 1,600,000
shares  of the  common  stock of the  Corporation,  $.01 par  value,  which  are
identified on Schedule A, held of record by the Stockholders,  at any special or
annual meeting or other vote of the stockholders of the Corporation called after
the date hereof . This  Irrevocable  Proxy entitles the Proxy Holder to vote the
Stockholders'  shares of common  stock in  whatever  manner  he  chooses  at the
stockholders' meetings of the Corporation.

         The  Stockholders  acknowledge  that the proxy and all other  power and
authority  intended to be granted hereby is coupled with an interest  sufficient
in law to support an irrevocable  power, shall not be revokable or terminated by
any act of the  Stockholders,  or any of them, by lack of  appropriate  power or
authority or by the  occurrence  of any other event or events,  and is otherwise
irrevocable to the fullest extent  permitted by law. This  Irrevocable  Proxy is
being executed in conjunction with the Option Agreement between Stockholders and
Proxy Holder dated August 11, 1996, and shall remain  irrevocable so long as the
Option  Agreement  remains  in full  force and  effect.  In the event the Option
Agreement  ceases and  terminates  on its own terms or by operation of law, then
this Irrevocable Proxy shall terminate;  but until such time, it shall remain in
full force and effect. The Stockholders specifically agree that the Proxy Holder
may transfer this  Irrevocable  Proxy to any permitted  transferee of the option
granted under the Option Agreement.

Dated: September 25, 1996.
                                   STOCKHOLDERS:


                                   /s/ WILLIAM W. RUCKS, IV
                                   -----------------------------------
                                   WILLIAM W. RUCKS, IV., Individually



                                   /s/ CATHERINE MAY RUCKS
                                   -----------------------------------
                                   CATHERINE MAY RUCKS, Individually

                                     1





                                   RUCKS FAMILY LIMITED PARTNERSHIP

                                   By:/s/ WILLIAM W. RUCKS, IV
                                      -----------------------------------
                                            WILLIAM W. RUCKS, IV.,
                                            General Partner



                                   By:/s/ CATHERINE MAY RUCKS
                                      -----------------------------------
                                            CATHERINE MAY RUCKS,
                                            General Partner










                                        2