Exhibit 10.2

                         SKYRIDER ENERGY, LLC AGREEMENT

     THIS SKYRIDER ENERGY,  LLC AGREEMENT ("LLC  Agreement") is made and entered
into effective 11th day of August,  2005,  between Generon IGS, Inc., a Delaware
corporation ("Generon"), and Superior Energy LLC, ("Superior")


                               BACKGROUND RECITALS

         1.  Generon  and  Superior  desire to enter  into a  written  agreement
setting  forth  all  the  terms  and  agreements  between  them  respecting  the
operation, management, control, and ownership of International Superior Energy.


                                    ARTICLE I
                     FORMATION OF LIMITED LIABILITY COMPANY

                  1.1 DEFINED TERMS.  In addition to  capitalized  terms used in
this LLC Agreement and otherwise  defined  herein,  the definitions set forth in
Article XVI hereof shall be applicable throughout this LLC Agreement.

                  1.2 FORMATION.  A Certificate  of Formation for  International
Superior  Energy,  LLC was filed in the Office of the  Secretary of State of the
State of Delaware on February 20, 2001 forming a limited liability company under
the Delaware  Limited  Liability  Company Act, as amended (the "Act").  This LLC
Agreement sets forth the agreement among the initial Members of the Company.  In
the event of a conflict between any provision of this LLC Agreement and the Act,
the  provision  of this  LLC  Agreement  shall  control  to the  fullest  extent
permitted under the Act. The Members intend that the Company shall be taxed as a
partnership.  Promptly following the execution hereof, the Members shall execute
or cause to be executed all necessary certificates and documents, and shall make
all such filings and recordings, and shall do all other acts as may be necessary
or  appropriate  from  time to time to  comply  with  all  requirements  for the
formation,  continued existence, and/or operation of a limited liability company
under the Act.

                  1.3  NAME.  The name of the  Company  shall  be  International
Superior Energy, LLC or such other name as the Members may unanimously determine
from time to time.

                  1.4  PRINCIPAL  OFFICE.  The  principal  office of the Company
shall initially be at 800 Bering Drive, Suite 100, Houston,  TX 77057 or at such
other location as determined by the Manager of the Company. The Company may have
such other offices,  within or without the State of Delaware, as the Members may

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designate or as the business of the Company may from time to time require.

                  1.5 REGISTERED  OFFICE. The Company shall have and maintain in
the State of Delaware a registered office,  which may but need not be a place of
business in the State of Delaware, and a registered agent for service of process
on the Company.  The address of the initial  registered office of the Company in
the State of Delaware shall be 25 Greystone  Manor,  Lewes,  Delaware 19958. The
name of the registered agent at such address is Harvard Business Services, Inc..
The registered  office and registered  agent may be changed from time to time by
action of the Members,  in accordance  with the terms and conditions of the Act.
The  Company's  registered  agent  for  service  of  process  may be  either  an
individual  resident of the State of Delaware whose business office is identical
with  the  Company's  registered  office,  or a  domestic  corporation,  limited
partnership  or  limited  liability  company  or  business  trust,  or a foreign
corporation,  limited  partnership or limited liability company authorized to do
business in the State of Delaware having a business,  office identical with such
registered  office,  which is generally  open during  normal  business  hours to
accept  service of process and  otherwise  perform the functions of a registered
agent, or the Company itself.

                  1.6 TERM.  The  Company was formed on  February,  20, 2001 the
date of the filing of a Certificate  of Formation in the Office of the Secretary
of State of the State of Delaware,  and, unless earlier  terminated or dissolved
pursuant to this LLC  Agreement,  the Company shall  continue until December 31,
2099 (the "Term").

                  1.7  TAX  MATTERS  PARTNER.  Superior  shall  together  be the
initial tax matters manager of the Company,  unless and until the Manager of the
Company designates another Member to be the Tax Matters Manager.


                                   ARTICLE II
                                     PURPOSE

                  2.1      PURPOSE.  The Company organized to

                    (a) workover, redevelop and operate existing oil and natural
gas wells using proprietary  technologies each party shall make available to the
LLC and in such  activities as may from time to time by added thereto or deleted
therefrom, by unanimous agreement of the Members as set forth on Schedule 2.1(a)
hereto  (modifications  to such Schedule  2.1(a) to be noted thereon,  dated and
effective only when executed by all Members) (the "Core Business");

                    (b) any and all  activities  necessary or  incidental to the
foregoing   purposes,   but  not  including   manufacturing   (the   "Incidental
Activities").

                  2.2 POWERS. The Company shall possess and may exercise all the

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powers  and  privileges  granted by the Act,  by any other law,  and by this LLC
Agreement,  together with any powers incidental  thereto,  so far as such powers
and  privileges  are  necessary  or  convenient  to the  conduct,  promotion  or
attainment  of the business,  purposes or  activities  of the Company  permitted
under Section 2.1. Anything herein or otherwise to the contrary notwithstanding,
the Company shall not have the power to, and shall not,  sublicense or otherwise
alienate  or  transfer  any  interest in the  patents,  technology,  products or
methods licensed to the Company by Generon pursuant to the License  Agreement of
even date  herewith,  except that:  (a) the Company may afford its customers the
right to use the  products  sold or  rented  by the  Company  in their  intended
fashion, and (b) the Company shall be permitted to grant the license referred to
in Section 13.5.


                                   ARTICLE III
                     NAMES, ADDRESSES, PERCENTAGE INTERESTS,
                      AND DISTRIBUTION INTERESTS OF MEMBERS

                  3.1 NAMES,  ADDRESSES,  PERCENTAGE  INTERESTS AND DISTRIBUTION
INTERESTS. The names, addresses, Percentage Interests and Distribution Interests
of the  Members  are as set  forth in  Exhibit  A. In the  event of a change  in
Members, a Member's name, address, Percentage Interest or Distribution Interest,
the Manager  shall cause a revised  Exhibit A to be attached to an original copy
of this LLC Agreement maintained with the books and records of the Company.


                                   ARTICLE IV
                      MANAGEMENT RIGHTS, POWERS, AND DUTIES

                  4.1      MANAGEMENT OF THE COMPANY.

                    (a) Except as otherwise  agreed by the Members,  the Manager
shall serve without compensation from the Company. The Manager shall be entitled
to reimbursement from the Company for reasonable and necessary expenses actually
incurred in connection with the business of the LLC.

                    (b Superior Energy,  LLC shall be the Manager of the Company
until,  such time as it  resigns  or is  removed  by  unanimous  consent  of the
Members.

                  4.2      LIMITATION OF PERSONAL LIABILITY.

                    (a) To the fullest extent permitted by the laws of the State
of  Delaware,  as such may be  amended  from time to time,  with  respect to the
elimination  or  limitation of the personal  liability of members,  employees or
agents of limited  liability  companies.  Manager and  employees  of the Company
shall not be personally liable for monetary damages for any action taken, or any
failure to take any action, in their respective capacities, unless:

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               (i)  the person's performance or non-performance of the duties of
                    his or her office or employment  is not in  accordance  with
                    the standard of conduct set forth in the applicable statute,
                    if any; and

               (ii) the breach or failure to perform  constitutes  self-dealing,
                    willful misconduct or recklessness.

                    (b) The  foregoing  provisions of this Section 4.2 shall not
apply to:

               (i)  responsibility   or  liability   pursuant  to  any  criminal
                    statute; or

               (ii) liability for the payment of taxes pursuant to local,  state
                    or federal law.

                  4.3      SCOPE OF INDEMNIFICATION.

                    (a) Definitions. For purposes of this Article:

               (i)  "indemnified  capacity" any and all past, present and future
                    service by an  representative  in one or more  capacities as
                    Manager,  officer,  employee or agent of the Company, or, at
                    the  request  of  the  Company,  as  a  director,   officer,
                    employee,  agent,  fiduciary or trustee of any  corporation,
                    limited  liability  company,  partnership,   joint  venture,
                    trust, employee benefit plan or other entity or enterprise;

               (ii) "indemnified  representative"  means any and all officers of
                    the Manager and officers of the Company and any other person
                    designated as an indemnified  representative (which may, but
                    need not,  include any person  serving at the request of the
                    Company, as a director,  officer, employee, agent, fiduciary
                    or trustee of any corporation,  limited  liability  company,
                    partnership,  joint venture, trust, employee benefit plan or
                    other entity or enterprise);

               (iii)"liability"  means  any  damage,  judgment,  amount  paid in
                    settlement,  fine,  penalty,  punitive  damages,  excise tax
                    assessed  with respect to an employee  benefit plan, or cost
                    or  expense of any nature  (including,  without  limitation,
                    attorneys' fees and disbursements); and

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               (iv) "proceeding"  means any  threatened,  pending  or  completed
                    action,  suit,  appeal or other  proceeding  of any  nature,
                    whether civil,  criminal,  administrative  or investigative,
                    whether formal or informal, and whether brought by or in the
                    right of the Company, its members or otherwise.

                    (b) GENERAL RULE. The Company shall indemnify an indemnified
representative  against any liability incurred in connection with any proceeding
in which the indemnified  representative may be involved as a party or otherwise
by  reason of the fact that such  person  is or was  serving  in an  indemnified
capacity,  including, without limitation,  liabilities resulting from any actual
or  alleged  breach  or  neglect  of duty,  error,  misstatement  or  misleading
statement, negligence, gross negligence or act giving rise to strict or products
liability, except:

               (i)  where  such   indemnification  is  expressly  prohibited  by
                    applicable Delaware law;

               (ii) where the conduct of the indemnified representative has been
                    finally determined pursuant to Section 4.8 or otherwise;

                    (A)  to constitute willful misconduct or recklessness; or

                    (B)  to be based upon or attributable  solely to the receipt
                         by the indemnified representative from the Company of a
                         personal    benefit    to   which    the    indemnified
                         representative is not legally entitled; or

               (iii)to  the  extent  such   indemnification   has  been  finally
                    determined in a final  adjudication  pursuant to Section 4.8
                    to be otherwise unlawful.

                    (c) PARTIAL  PAYMENT.  If an indemnified  representative  is
entitled  to  indemnification  in  respect  of a  portion,  but not all,  of any
liabilities  to which such person may be subject,  the Company  shall  indemnify
such  indemnified  representative  to the maximum extent for such portion of the
liabilities.

                    (d)   Presumption.   The  termination  of  a  proceeding  by
judgment,  order,  settlement or conviction or upon a plea of nolo contendere or
its  equivalent  shall not of itself create a presumption  that the  indemnified
representative is not entitled to indemnification.

                  4.4  PROCEEDINGS  INITIATED  BY  INDEMNIFIED   REPRESENTATIVE.
Notwithstanding any other provision of this LLC Agreement, the Company shall not
indemnify  an  indemnified  representative  for  any  liability  incurred  in  a
proceeding  initiated  (which  shall not be deemed to include  counterclaims  or

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affirmative  defenses) or  participated  in as an intervenor or amicus curiae by
the person seeking indemnification unless such initiation of or participation in
the proceeding is authorized,  either before or after its  commencement,  by the
affirmative vote of a majority of the members of the Manager.  This section does
not apply to reimbursement of expenses  incurred in successfully  prosecuting or
defending an arbitration under Section 4.8 or otherwise successfully prosecuting
or defending the rights of an indemnified  representative granted by or pursuant
hereto.

                  4.5  ADVANCING  EXPENSES.  The Company  shall pay the expenses
(including  attorneys'  fees and  disbursements)  incurred  in good  faith by an
indemnified  representative  in advance of the final disposition of a proceeding
described  in Section  4.3 or the  initiation  of or  participation  in which is
authorized  pursuant  to Section  4.4 upon  receipt of an  undertaking  by or on
behalf of the indemnified representative to repay the amount if it is ultimately
determined  pursuant  to  Section  4.8 that such  person is not  entitled  to be
indemnified   by  the  Company.   The  financial   ability  of  an   indemnified
representative  to repay an advance  shall not be a  requisite  to the making of
such advance.

                  4.6  SECURING  OF  INDEMNIFICATION   OBLIGATIONS.  To  further
effect,  satisfy or secure the  indemnification  obligation  provided  herein or
otherwise, the Company may maintain insurance, obtain a letter of credit, act as
self-insurer,  create a reserve, trust, escrow, cash collateral or other fund or
account,  enter  into  indemnification  agreements,  pledge or grant a  security
interest in any assets or properties of the Company,  or use any other mechanism
or arrangement  whatsoever in such amounts,  at such costs,  and upon such other
terms and conditions as the Manager shall deem  appropriate.  Absent fraud,  the
determination  of the Manager with  respect to such  amounts,  costs,  terms and
conditions shall be conclusive a against all Members, officers and directors and
shall not be subject to voidability.

                  4.7 PAYMENT OF INDEMNIFICATION.  An indemnified representative
shall be entitled  to  indemnification  within  thirty (39) days after a written
request for indemnification has been delivered to the President.

                  4.8      ARBITRATION.

                    (a)  GENERAL  RULE.  Any  dispute  related  to the  right to
indemnification,  contribution or advancement of expenses as provided under this
LLC Agreement,  except with respect to indemnification  for liabilities  arising
under the  Securities Act of 1933 that the Company has undertaken to submit to a
court for adjudication, shall be decided only by arbitration in the metropolitan
area in which the  principal  place of business of the Company is located at the
time, in accordance with the commercial  arbitration rules then in effect of the
American Arbitration Association,  before a panel of three (3) arbitrators,  one
of whom shall be selected by the  Company,  the second of whom shall be selected
by the indemnified representative and the third of whom shall be selected by the
other two arbitrators.  In the absence of the American Arbitration  Association,
or if for any reason  arbitration  under the  arbitration  rules of the American

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Arbitration Association cannot be initiated,  and if one of the parties fails or
refuses to select an arbitrator or the  arbitrators  selected by the Company and
the  indemnified  representative  cannot  agree on the  selection  of the  third
arbitrator  within  thirty  (30) days  after  such time as the  Company  and the
indemnified  representative  have each been  notified  of the  selection  of the
other's arbitrator, the necessary arbitrator or arbitrators shall be selected by
the  presiding  judge of the  federal  court  of  general  jurisdiction  in such
metropolitan area.

                    (b) QUALIFICATION OF ARBITRATORS.  Each arbitrator  selected
as  provided  herein is  required  to be or have been a  director  or  executive
officer of a  corporation  whose  shares of common  stock were listed  during at
least one year of such  service on the New York Stock  Exchange or the  American
Stock  Exchange or quoted on the  National  Association  of  Securities  Dealers
Automated Quotations System.

                    (c) BURDEN OF PROOF.  The party or parties  challenging  the
right of an  indemnified  representative  to the indemnity  benefits of this LLC
Agreement shall have the burden of proof.

                    (d)  EXPENSES.  The Company shall  reimburse an  indemnified
representative  for the expenses  (including  attorneys' fees and disbursements)
incurred in successfully prosecuting or defending such arbitration.

                    (e) EFFECT.  Any award entered by the  arbitrators  shall be
final,  binding and  nonappealable  and judgment  may be entered  thereon by any
party in accordance with applicable law in any court of competent  jurisdiction,
except that the Company  shall be entitled to interpose as a defense in any such
judicial enforcement  proceeding any prior final judicial  determination adverse
to the indemnified  representative under Section 4.3 (b)(ii) in a proceeding not
directly involving  indemnification  hereunder. This arbitration provision shall
be specifically enforceable.

                  4.9 CONTRIBUTION.  If the indemnification  provided for herein
or  otherwise  is  unavailable  for any reason in respect  of any  liability  or
portion  thereof,  the Company shall  contribute to the liabilities to which the
indemnified  representative  may be subject in such proportion as is appropriate
to reflect the intent of this LLC Agreement.

                  4.10  MANDATORY   INDEMNIFICATION.   To  the  extent  that  an
indemnified  representative  has been  successful  on the merits or otherwise in
defense of any proceeding or in defense of any claim,  issue or matter  therein,
such person shall be indemnified against expenses (including attorneys' fees and
disbursements)  actually and  reasonably  incurred by such person in  connection
therewith.

                  4.11 CONTRACT  RIGHTS:  AMENDMENT OR REPEAL.  All rights under
Sections 4.2 through 4.13 shall be deemed a contract between the Company and the
indemnified  representative  pursuant to which the Company and each  indemnified

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representative intend to be legally bound. Any repeal, amendment or modification
hereof shall be prospective  only and shall not affect any rights or obligations
then existing,,,

                  4.12 RIGHTS NOT EXCLUSIVE. The rights granted herein shall not
be deemed exclusive of any other rights to which those seeking  indemnification,
contribution  or  advancement  of expenses  may be entitled  under any  statute,
agreement,  vote of Members  Members of the Management or otherwise,  both as to
action in an indemnified  representative  capacity and as to action in any other
capacity. The indemnification, contribution and advancement of expenses provided
by or granted pursuant hereto shall continue as to a person who has ceased to be
an indemnified  representative in respect of matters arising prior to such time,
and shall  inure to the  benefit of the  heirs,  executors,  administrators  and
personal representatives of indemnified representatives.

                  4.13 RELIANCE ON  PROVISIONS.  Each person who shall act as an
indemnified  representative  of the  Company  shall be  deemed to be doing so in
reliance upon the rights of  indemnification,  contribution  and  advancement of
expenses provided herein.

                                    ARTICLE V
                        RIGHTS AND OBLIGATIONS OF MEMBERS

                  5.1 LIMITATION OF LIABILITY.  Each Member's liability shall be
limited as set forth in this LLC Agreement,  the Act, and other  applicable law.
Except as otherwise provided in the Act, the debts,  obligations and liabilities
of the Company, whether arising in contract, tort otherwise, shall be solely the
debts,  obligations and liabilities of the Company, and no Member of the Company
shall be  liable  or  obligated  personally  for any such  debt,  obligation  or
liability of the Company solely by reason of being a Member of the Company.

                  5.2 COMPANY DEBT  LIABILITY.  A Member will not be  personally
liable for any debts or losses of the  Company  beyond the  Member's  respective
Capital  Contributions and any unpaid obligation of the Member under Section 7.2
below to make additional Capital Contributions.

                  5.3 LIST OF MEMBERS.  Upon written request of any Member,  the
Manager shall provide a list showing the names and addresses of all Members.

                  5.4 COMPANY BOOKS. Upon reasonable request,  each Member shall
have the right, during ordinary business hours, to inspect the books and records
of the Company at such Member's own expense.

                  5.5 PRIORITY AND RETURN OF CAPITAL. Except as may be expressly
provided in this LLC  Agreement,  no Member shall have  priority  over any other
Member, either for the return of Capital  Contributions or for Profits,  Losses,
or  distributions;  provided  that  this  Section  shall  not apply to loans (as
distinguished  from  Capital  Contributions)  which a Member has made,  with the
approval of the Members Management Committee, to the Company.

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                                   ARTICLE VI
                        MEETINGS OF AND VOTING BY MEMBERS

                  6.1 MEETINGS OF AND VOTING BY MEMBERS.

                  1. The  company is to have at least four member  meetings  per
year scheduled at the end of each quarter.  The agenda and meeting  logistics is
to be provided at least one week prior. The meeting is to be held in the Houston
vicinity.  All Members presence is required for the meeting to be held. If after
proper  notice  one of the  Member  can not  attend  than  the  meeting  will be
rescheduled one time only.  Official  meeting minutes must be published within 3
working days of the meetings.

                    (a) A meeting  of the  Members  may be called at any time by
written request of one or more Members of the Company. Meetings of Members shall
be held at the  Company's  principal  place of  business  or at any other  place
reasonably  convenient  to all  Members  designated  by the Member  calling  the
meeting.  Not less than ten (10) nor more than  ninety  (90)  days  before  each
meeting, the Member calling the meeting shall give written notice of the meeting
to each Member entitled to vote at the meeting. The notice shall state the time,
place,  and purpose of the meeting.  Notwithstanding  the foregoing  provisions,
each  Member  who is  entitled  to notice  waives  notice if before or after the
meeting the Member  signs a waiver,  which is filed with the records of Members'
meetings,  or is present at the  meeting in person or by proxy.  Unless this LLC
Agreement specifically provides otherwise, at a meeting of Members, the presence
in person or by proxy of Members  holding not less than eighty  percent (90%) of
the Percentage Interests then held by Members constitutes a quorum and a meeting
shall not be convened and no action shall be taken unless a quorum is present. A
Member may vote either in person or by written  proxy signed by the Member or by
the Member's duly authorized  attorney-in-fact.  Voting in respect of any matter
presented  for  action  of the  Members  shall be in  accordance  with  Members'
respective Percentage Interests.

                    (b) Except as otherwise provided in this LLC Agreement,  the
affirmative  vote  of  Members  holding  eighty  percent  (90%)  or  more of the
Percentage  Interests  then held by all Members shall be required to approve any
matter coming before the Members.

                  2. The following  items  require 90% of the members  agreement
prior to any actions by the board:

                    a.   Change in ownership structure of the company.

                    b.   Change in allocation of operating costs.

                    c.   Change  in  operating   objectives   (as  described  in
                         attachment I).
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                    d.   Selling of Company Assets

                    e.   Starting of a new Development Project.

                    f.   Change in the ownership structure of the company

                    g.   Entering into loans (external or from Members)  (except
                         of  the  Manager  may  call  for  additional   capital,
                         contributions, pro rata from Members, and if any Member
                         fails to  contribute  within 7 days,  the other Members
                         contributing  may loan the money as a priority loan due
                         in full in 90 days.

                    (c) In lieu of holding a meeting,  the  Members  may vote or
otherwise take action by a written  instrument  indicating the unanimous consent
of the Members approving such action.

                    (d) Wherever the Act requires  unanimous  consent to approve
or take any action,  that  consent  shall be given in writing and, in all cases,
shall mean the  consent of Members  holding one  hundred  percent  (100%) of the
Percentage Interests held by all Members.


                                   ARTICLE VII
                CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS

                  7.1      MEMBERS' CAPITAL CONTRIBUTIONS.

                    1. Cost to drill or work over wells through  casing,  set up
cost of the corporation, engineering expense, etc to be paid by Superior.

                    2. Generon IGS agrees to provide as its  contribution  at no
cost to Company the Nitrogen System  including Feed Air Compression and Portable
Generator  for up to 1500  scfm at a  discharge  pressure  of at least 300 psig.
Generon  IGS  will  assist  in  the  initial  set  up  of  the  unit   including
interconnecting  hoses.  If long field run piping is  required  this will be the
responsibility of Superior. The supplied compressor and generator will be diesel
powered.  The agreed equipment will be supplied for up to thirty days for trials
or if the results are positive  (revenues  exceed  expenses by an agreed amount)
the equipment will provided so long as necessary to maintain  positive cash flow
production.

                    3. Superior will be responsible  for all operating cost with
the exception of the power costs (diesel or possibly electric). Power costs will
be shared based upon the percent ownership.

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                    4. This venture  will be based on the proposal  submitted by
Superior  Energy - Attachment  I. The land leases  proposed  must be supplied as
presented in the  attachment I or if a change has occurred  must be presented to
the Members for approval

                    (a)  Each   Member   shall  be  deemed  to  have  made  such
contribution  to the capital of the Company as is set forth in Exhibit A as such
Member's Capital Account.

                  7.2  ADDITIONAL  CONTRIBUTIONS.  The Members shall make,  from
time to time, such additional Capital Contributions as unanimously determined by
the Members.  Any such additional Capital  Contribution shall be made within ten
(10) days of the written  approval  thereof by the  Members.  None of the terms,
covenants,  obligations  or rights  contained in this Section 7.2 is or shall be
deemed to be for the benefit of any Person other than the  Company,  and no such
third Person shall under any circumstances  have any right to compel any actions
or payments by the Members or additional Capital Contributions.

                  7.3      CAPITAL ACCOUNTS.

                    (a) A separate  Capital  Account will be maintained for each
Member.  Exhibit  A sets  forth,  as at the date  hereof,  the  Capital  Account
balances of the Members.

                    (b)  Upon  liquidation  of  the  Company  (or  any  Member's
Membership Interest),  liquidating distributions will be made in accordance with
the positive Capital Account balances of the Members, as determined after taking
into account all Capital  Account  adjustments  for the  Company's  taxable year
during which the liquidation  occurs.  The Company may offset damages for breach
of this LLC Agreement by a Member whose interest is liquidated  (either upon the
withdrawal of the Member or the  liquidation of the Company)  against the amount
otherwise distributable to the Member.

                    (c) Except as otherwise  required in the Act (and subject to
Sections 7.1 and 7.2 above),  no Member shall have any  liability to restore all
or any portion of a deficit balance in such Member's Capital Account.

                  7.4  WITHDRAWAL  OR  REDUCTION  OF MEMBERS'  CONTRIBUTIONS  TO
CAPITAL.  Except as otherwise provided in this LLC Agreement, no Member shall be
entitled to a return of such member's Capital Contributions.

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                                  ARTICLE VIII
                        ALLOCATION OF PROFITS AND LOSSES

                  8.1 PROFITS.  After giving  effect to any special  allocations
set forth in Exhibit A, Profits for each Fiscal Year (or portion  thereof) shall
be allocated to the Members in proportion to their Distribution Interests.

                  8.2 LOSSES. After giving effect to any special allocations set
forth in Exhibit A, Losses for each Fiscal  Year (or portion  thereof)  shall be
allocated to the Members in proportion to their Distribution Interests.


                                   ARTICLE IX
                                  DISTRIBUTIONS


                  9.1 NET CASH FLOW.  Except as  otherwise  provided in this LLC
Agreement,  Net Cash  Flow,  if any,  shall be  allocated  among the  Members in
proportion to their Distribution Interests and distributed quarterly, payable on
the 45th, day following the end of each calendar  quarter,  commencing  with the
period beginning on the effective date of this LLC Agreement and ending December
31,1998.

                  9.2  AMOUNTS  OF TAX PAID OR  WITHHELD.  All  amounts  paid or
withheld pursuant to the IRC or any provision of any state or local tax law with
respect to any Member  shall be  treated  as amounts  distributed  to the Member
pursuant to this Article IX for all purposes under this LLC Agreement.

                                    ARTICLE X
                        AFFIRMATIVE COVENANTS OF MEMBERS

                  10.1  NON-COMPETITION   AGREEMENT.   Upon  the  execution  and
delivery of this LLC Agreement, the Members and of their Affiliates hereby agree
that they will not  compete or seek to  compete  in any way to  acquire  further
interest in for the exact mineral prospects under contract by Superior described
as follows:

Being a total of 106 acres  situated  in the N.M.L.  Anderson  Survey  (A-24) of
Navarro County, Texas. TRACT ONE, as follows: being a total of 50 acres situated
in the N.M.L.  Anderson Survey (A-24) of Navarro County, Texas. TRACT TWO: being
a total of 56 acres  situated in the N.M.L.  Anderson  Survey  (A-24) of Navarro
County,  Texas.  The lessor is Jill A.  (Benton)  Guidry  whose  address is 6604
Lancaster Drive, Orange County, Texas 77632.

All that certain lot,  tract or parcel of land being 81.92 acres of land, out of
the D.D.  Anderson  Survey,  in Navarro  County,  State of Texas.  The lessor is
Kenneth and Debra Craig, PO Box 235, Wortham Texas 76693.

                                       12
<PAGE>

                  10.2  MEMBERS  FREE  TO ACT.  Except  as  otherwise  expressly
provided in the  Non-Competition  Agreement  referred to in Section 10. 1 above,
nothing in this LLC  Agreement or  otherwise  shall be deemed to restrict in any
way the rights of any Member,  or of any Affiliate of any Member, to conduct any
business or activity whatsoever, and the Members shall not be accountable to the
Company or to any other Member with respect to such other  business or activity.
There shall be no  obligation on the part of the Members to offer to the Company
business  or  other  opportunities  outside  the  scope  of the  Company's  Core
Business.  Generon's obligation  respecting business or opportunities within the
scope  of  the  Company's  Core  Business  shall  be  governed   solely  by  the
Non-Competition  Agreement.  The  formation  of the  Company  shall  be  without
prejudice to the Members'  respective  rights (or the rights of their respective
Affiliates)  to  maintain,   expand,  or  diversify  such  other  interests  and
activities  and to receive and enjoy  profits or  compensation  therefrom.  Each
Member waives any rights the Member might otherwise have to share or participate
in such  other  interest  or  activities  of any other  Member  or the  Member's
Affiliates.

                  10.3  MEMBERS  FREE  TO  DEAL  WITH  COMPANY.  Subject  to the
approval  of the  Members  Management  Committee,  any Member may lend money to,
borrow  money from,  act as a surety,  guarantor or endorser  for,  guarantee or
assume one or more  obligations  of, provide  collateral for, and transact other
business  with the  Company,  and each  Member  shall  have the same  rights and
obligations with respect to any such matter as a Person that is not a Member.


                                   ARTICLE XI
              BOOKS AND RECORDS, FISCAL YEAR, METHOD OF ACCOUNTING,
        TAX INFORMATION, ANNUAL REPORTS, AUDITS, AND TAX ELECTION REPORTS


                  11. 1 BOOKS AND RECORDS, FISCAL YEAR AND METHOD OF ACCOUNTING.
The Company shall maintain at its principal place of business  separate books of
account for the Company which shall show a true and accurate record of all costs
and expenses incurred,  all charges made, all credits made and received, and all
income  derived in connection  with the conduct of the Company and the operation
of its business,  in accordance with generally  accepted  accounting  principals
consistently applied, and, to the extent inconsistent  therewith,  in accordance
with this LLC  Agreement.  Except as  otherwise  required by the IRC, the Fiscal
Year of the  Company  shall be the  calendar  year and the books of the  Company
shall be kept in  accordance  with the  accrual  method of  accounting.  Monthly
financials   will  be   provided   summarizing   expenses,   revenues,   capital
expenditures, etc.

                                       13
<PAGE>

                  11.2 TAX INFORMATION. Within ninety (90) days after the end of
each Fiscal  Year,  the  Manager  shall  supply to each  Member all  information
necessary and appropriate to be included in each Member's income tax returns for
that year.

                  11.3 REPORTS.

                    (a) Within  ninety  (90) days  after the end of each  Fiscal
Year, the Manager shall cause to be prepared,  and each Member  furnished  with,
audited  financial  statements  prepared in accordance with GAAP,  including the
following:

                    (ii)                A balance sheet of the Company as of the
                                        last day of such Fiscal Year;

                    (ii)                A  statement  of  income or loss for the
                                        Company for such Fiscal Year; and

                    (iii)               A  statement  of  the  Members'  Capital
                                        Accounts  and  changes  thereto for such
                                        Fiscal Year.

                    (b) Within forty-five (45) days after the end of each fiscal
quarter  and ten (10) days after the end of each  calendar  month,  the  Manager
shall cause to be prepared, and each Member furnished with, the following:

                    (i)                 A balance sheet of the Company as of the
                                        last day of such  quarter  or month,  as
                                        appropriate,  together  with  the  prior
                                        year's   figures   for  the   comparable
                                        period;

                    (ii)                A  statement  of  income or loss for the
                                        Company  for such  quarter or month,  as
                                        appropriate,  together  with  the  prior
                                        year's   figures   for  the   comparable
                                        period; and

                    (iii)               A  statement  of  the  Members'  Capital
                                        Accounts  and  charges  thereto for such
                                        quarter   or  month,   as   appropriate,
                                        together  with the prior year's  figures
                                        for the comparable period.

                  11.4  OTHER  INFORMATION.  Each  Member  shall have the right,
subject to any  reasonable  standards  imposed by agreement  of the Members,  to
obtain from the Company such other  information  as  described in the Act,  upon
written demand stating the purpose for such demand. The Company is authorized to
maintain  its records in other than a written  form,  if such form is capable of
conversion into written form within a reasonable time.

                  11.5 TAX AUDITS/SPECIAL ASSESSMENTS. If the federal tax return
of the Company  (or an  individual  Member  with  respect to an item or items of
Company income,  loss, or deduction  potentially  affecting the tax liability of

                                       14
<PAGE>

the Members  generally) is subject to an audit by the Internal  Revenue Service,
the Manager may, in the exercise of its business judgment,  determine that it is
necessary to contest  proposed  adjustments  to such return or items.  If such a
determination  is made,  the costs and  expenses of the contest of the  proposed
adjustments shall be paid by the Company.

                  11.6  TAX  ELECTIONS.  The  Company  will  elect  to  amortize
organizational  costs.  In the event of the  transfer  by sale or  exchange of a
Member's Membership  Interest,  or in the event of the distribution of property,
the Company may file an election,  in accordance  with the  applicable  Treasury
Regulations,  to cause the basis of the  Company's  property to be adjusted  for
federal  income tax  purposes as provided  by IRC  ss.734,  IRC ss.743,  and IRC
ss.754.  The  determination  whether to make and file any such election shall be
made by the Manager in its sole discretion.


                                   ARTICLE XII
                               ADDITIONAL MEMBERS

                  12.1 ADMISSION TO  MEMBERSHIP.  After the date of formation of
the Company,  any Person acceptable to the Members () may become a Member of the
Company,  upon the  issuance by the Company of a  Membership  Interest  for such
consideration  as  the  Members  shall  determine,  subject  to  the  terms  and
conditions  of  this  LLC  Agreement.  A new  Member  shall  be  allocated  such
Percentage  Interest and  Distribution  Interest as the Members shall determine,
which Percentage Interest and Distribution Interest shall be subtracted from the
Percentage Interests and Distribution Interests of existing Members, as they may
agree in writing.  A new Member shall  execute,  acknowledge  and deliver to the
existing Members such representations and documents, and perform such other acts
as the existing Members deem necessary or desirable to:

                    (a)  Confirm  that the Person to be admitted as a Member has
accepted,  assumed  and  agreed  to be  subject  and  bound  by all  the  terms,
obligations  and  conditions  of this LLC  Agreement  as the same may have  been
further amended; and

                    (b) Assure  compliance with the Act and any other applicable
state and federal laws, including securities laws and regulations.

                  12.2 FINANCIAL ADJUSTMENTS. No new Member shall be entitled to
any retroactive  allocation of losses, income, or expense deductions incurred by
the Company.  The Manager may, at its option,  at the time a Member is admitted,
close the Company books (as though the Company's tax year had ended) or make pro
rata  allocations of loss,  income,  and expense  deductions to a new Member for
that  portion  of the  Company's  tax  year in which a Member  was  admitted  in
accordance  with the  provisions of IRC  ss.706(d) and the Treasury  Regulations
promulgated thereunder.

                                       15
<PAGE>

                                  ARTICLE XIII
                           DISSOLUTION AND TERMINATION

                  13.1 DISSOLUTION.

                    (a) The Company  shall be dissolved  upon the  occurrence of
any of the following events:

                    (i)                 When the period  fixed for the  duration
                                        of the Company shall expire  pursuant to
                                        Section 1.6 above; or

                    (ii)                By  the  affirmative   vote  of  Members
                                        holding more than ninty percent (90%) of
                                        the Percentage Interests.

                  13.2 EFFECT OF FILING OF  CERTIFICATE  OF  CANCELLATION.  Upon
dissolution, the Company shall cease to carry on its business, except insofar as
may be necessary for the winding up of its business.

                  13.3 WINDING UP, LIQUIDATION,  AND DISTRIBUTION OF ASSETS. The
Manager shall immediately  proceed to wind up the affairs of the Company. If the
Company is dissolved and its affairs are to be wound up, the Manager shall:

                  (a) Sell or otherwise liquidate all of the Company's assets as
promptly  as  practicable  (except to the extent the Manager  may  determine  to
distribute any assets to the Members in kind);

                  (b) Allocate any Profit or Loss  resulting  from such sales to
the Members' Capital Accounts in accordance with Article VIII above;

                  (c)  Discharge  all  liabilities  of  the  Company,  including
liabilities to Members who are creditors,  to the extent otherwise  permitted by
law,  other than  liabilities to Members for  distributions,  and establish such
reserves  as may  be  reasonably  necessary  to  provide  for  contingencies  or
liabilities of the Company (for purposes of determining the Capital  Accounts of
the Members,  the amounts of such  reserves  shall be deemed to be an expense of
the Company);

                  (d) Distribute the remaining assets in the following order:

                  (i)               If  any  assets  of  the  Company  are to be
                                    distributed  in kind,  the net  fair  market
                                    value  of  those  assets  as of the  date of
                                    dissolution   shall  be  determined  by  the
                                    Manager.  Those  assets  shall be  deemed to


                                       16
<PAGE>

                                    have been sold as of the date of dissolution
                                    for their fair market value, and the Capital
                                    Accounts  of the  Members  shall be adjusted
                                    pursuant  to this LLC  Agreement  to reflect
                                    such deemed sale.


                  (ii)              The  positive   balance  (if  any)  of  each
                                    Member's   Capital  Account  (as  determined
                                    after   taking  into   account  all  Capital
                                    Account   adjustments   for  the   Company's
                                    taxable  year during  which the  liquidation
                                    occurs) shall be  distributed to the Members
                                    in  accordance  with Section  7.3(b)  above,
                                    either in cash or in kind,  as determined by
                                    the  Manager   Management  with  any  assets
                                    distributed  in kind  being  valued for this
                                    purpose at their fair market value. Any such
                                    distributions  to the  Members in respect of
                                    their  Capital  Accounts  shall  be  made in
                                    accordance  with the time  requirements  set
                                    forth      in      Treasury      Regulations
                                    ss.1.7041(b)(2)(ii)(b)(2).

                  (e)  Notwithstanding  anything  to the  contrary  in this  LLC
Agreement,  upon a liquidation  within the meaning of Treasury  Regulations  ss.
1.704-1(b)(2)(ii)(g),  if any Member has a Deficit Capital Account (after giving
effect to all  contributions,  distributions,  allocations,  and  other  Capital
Account adjustments for all taxable years,  including the year during which such
liquidation  occurs),  the Member shall have no  obligation  to make any Capital
Contribution, and the negative balance of the Member's Capital Account shall not
be  considered  a debt owed by the Member to the Company or to any other  Person
for any purpose whatsoever.

                  (f)  Upon  completion  of the  winding  up,  liquidation,  and
distribution of the assets, the Company shall be deemed terminated.

                  (g)  The  Manager  shall  comply  with  the   requirements  of
applicable  law  pertaining  to the winding up of the affairs of the Company and
the final distribution of its assets.

                  13.4 Certificate of Cancellation. When all debts, liabilities,
and obligations  have been paid and discharged or adequate  provisions have been
made therefor and all of the remaining property and assets have been distributed
to the Members,  a certificate of  cancellation  shall be filed in the Office of
the Secretary of State of the State of Delaware in accordance with the Act.

                  13.5  RETURN OF  CONTRIBUTION  NONRECOURSE  TO OTHER  MEMBERS.
Except as provided by law or as expressly  provided in this LLC Agreement,  upon
dissolution,  each Member shall look solely to the assets of the Company for the
return of such Member's Capital Contribution.  If the Company property remaining
after the payment or  discharge of the debts and  liabilities  of the Company is
insufficient  to return the Capital  Contributions  of one or more  Members,  no
Member shall have recourse against any other Member.

                                       17
<PAGE>


                                   ARTICLE XIV
                                   DEFINITIONS

                  14.1 DEFINITIONS. The following capitalized terms used in this
LLC Agreement shall the following meanings:

                  (a)  "Affiliate"  shall mean,  with  respect to any Person,  a
Person  that  directly,  or through  one or more  intermediaries,  controls,  is
controlled  by,  or is under  common  control  with  such  first  Person,  where
"control"  means the power to direct the  management or policies of such Person;
provided  that the  Company  shall not be deemed  to be an  Affiliate  of either
Member or any of their respective Affiliates.

                  (b) "Capital  Account" shall mean, with respect to any Member,
the  Account  maintained  for such  Member  in  accordance  with  the  following
provisions:

                  (i)               To each Member's Capital Account there shall
                                    be   credited    such    Member's    Capital
                                    Contributions,  such  Member's  distributive
                                    share of Profits and any items in the nature
                                    of  income  or  gain  which  are   specially
                                    allocated to such Member,  and the amount of
                                    any  Company  liabilities  assumed  by  such
                                    Member or which are secured by any  property
                                    distributed to such Member.

                  (ii)              To each Member's Capital Account there shall
                                    be debited  the amount of cash and the Gross
                                    Asset Value of any property  distributed  to
                                    such  Member  pursuant to any  provision  of
                                    this   LLC    Agreement,    such    Member's
                                    distributive  share of Losses  and any items
                                    in the nature of  expenses  or losses  which
                                    are  specially   allocated  to  such  Member
                                    pursuant  to Section  17.1 or  Section  17.2
                                    hereof and the amount of any  liabilities of
                                    such Member  assumed by the Company or which
                                    are secured by any property  contributed  by
                                    such Member to the Company.

                  (iii)             In  the  event  of a  transfer  of  all or a
                                    portion  of a  Membership  Interest  in  the
                                    Company in accordance with the terms of this
                                    LLC Agreement,  the transferee shall succeed
                                    to the Capital  Account of the transferor to
                                    the  extent it  relates  to the  transferred
                                    Membership Interest.

                  (iv)              In  determining  the amount of liability for
                                    purposes   of   Sections   14.1(b)(ii)   and
                                    14.1(b)(iii)  above,  there  shall  be taken
                                    into  account  IRC  ss.752(c)  and any other
                                    applicable   provisions   of  the   IRC  and
                                    Treasury Regulations.

                                       18
<PAGE>

The foregoing provisions and the other provisions of this LLC Agreement relating
to the  maintenance  of Capital  Accounts are  intended to comply with  Treasury
Regulation  ss.  1.704-1 (b), and shall be  interpreted  and applied in a manner
consistent with such Treasury Regulation.

                  (d)  "Capital  Contribution"  shall mean,  with respect to any
Member,  the amount of money and the initial  Gross Asset Value of any  property
(other than money)  contributed  to the Company  with respect to the interest in
the Company held by such Member.  "Initial Capital  Contribution" shall mean the
initial  contribution  to the  capital  of the  Company  pursuant  to  this  LLC
Agreement.

                  (e) "Company" shall mean the limited  liability company formed
hereby as defined in Section 1.2.

                  (f) "Company Minimum Gain" shall mean the minimum gain for the
Company as computed in accordance withss.1.  704-2(b )(2) andss.1.  704-2( d) of
the Treasury Regulations.

                  (g) "Deficit  Capital  Account" shall mean with respect to any
Member, the deficit balance,  if any, in such Member's Capital Account as of the
end  of  the  relevant  Fiscal  Year,  after  giving  effect  to  the  following
adjustments:

                  (i)               Credit to such  Capital  Account  any amount
                                    which such  Member is  obligated  to restore
                                    under Treasury Regulations ss.1.704-1(b) (2)
                                    (ii) (c),  as well as any  addition  thereto
                                    pursuant  to the  next to last  sentence  of
                                    Treasury  Regulations  ss.ss. 1. 704-2(g)(1)
                                    and (i)(5);

                  (ii)              Debit  to such  Capital  Account  the  items
                                    described             in            Treasury
                                    Regulationsss.ss.1.704-1   (b)(2)(ii)(d)(4),
                                    (5) and (6); and

                  (iii)             This  definition of Deficit  Capital Account
                                    is intended to comply with the provisions of
                                    Treasury    Regulations   ss.   ss.   1.7041
                                    (b)(2)(ii)(d)  and  1.704-2,  and  shall  be
                                    interpreted    consistently    with    those
                                    provisions.

                                       19
<PAGE>

                  (h)  "Depreciation"  shall mean, for each Fiscal Year or other
period,  an  amount  equal to the  depreciation,  amortization,  or  other  cost
recovery  deduction  allowable  with respect to, an asset for such year or other
period,  except  that if the  Gross  Asset  Value of an asset  differs  from its
adjusted  basis for federal income tax purposes at the beginning of such year or
other period, Depreciation shall be an amount which bears the same ratio to such
beginning   Gross  Asset  Value  as  the   federal   income  tax   depreciation,
amortization,  or other cost  recovery  deduction  for such year or other period
bears to such  beginning  adjusted  tax basis;  provided,  however,  that if the
federal income tax depreciation,  amortization, or other cost recovery deduction
for such year is zero,  Depreciation  shall be determined with reference to such
beginning Gross Asset Value using any reasonable method selected by the Manager.

                  (i)  "Distribution  Interest"  shall mean, with respect to any
Member,  the  Distribution  Interest set forth  opposite  such  Member's name on
Exhibit A attached hereto.  In the event any Membership  Interest is transferred
in accordance with the provisions of this LLC Agreement,  the transferee of such
interest  shall succeed to the  Distribution  Interest of the  transferor to the
extent it relates to the transferred interest.

                  (j) "Economic  Interest" shall mean a Member's share of one or
more  of the  Company's  Net  Profits,  Net  Losses,  and  distributions  of the
Company's  assets  pursuant  to this LLC  Agreement  and the Act,  but shall not
include any right to  participate  in the  management or affairs of the Company,
including  the right to vote on,  consent to, or  otherwise  participate  in any
decision of the members of the Manager.

                  (k)  "Fiscal  Year"  shall  mean  the  Company's  fiscal  year
corresponding to a calendar year.

                  (l) "Gross Asset Value" shall mean, with respect to any asset,
the asset's adjusted basis for federal income tax purposes, except as follows:

                  (i)               The  initial  Gross Asset Value of any asset
                                    contributed by a Member to the Company shall
                                    be the  gross  fair  market  value  of  such
                                    asset, as determined by the Manger.

                  (ii)              The Gross Asset Value of all Company  assets
                                    shall be adjusted to equal their  respective
                                    gross fair market  values,  as determined by
                                    the Manger,  as of the following  times: (A)
                                    the acquisition of an additional interest in
                                    the Company by any new or existing Member in
                                    exchange for more than a de minimis  Capital
                                    Contribution;  (B) the  distribution  by the
                                    Company  to  a  Member  of  more  than  a de
                                    minimis amount of property as  consideration
                                    for an interest in the Company;  and (C) the


                                       20
<PAGE>

                                    liquidation   of  the  Company   within  the
                                    meaning             of              Treasury
                                    Regulationss.1.7041(b)(2)(ii)(g);  provided,
                                    however,   that   adjustments   pursuant  to
                                    clauses (A) and (B) above shall be made only
                                    if the Manager  reasonably  determines  that
                                    such    adjustments    are    necessary   or
                                    appropriate to reflect the relative Economic
                                    Interests of the Members in the Company.

                  (iii)             The   Gross   Asset   Value  of  any   asset
                                    distributed  to any Member shall be adjusted
                                    to equal the gross fair market value of such
                                    asset  on  the  date  of   distribution   as
                                    determined   by   the   Members   Management
                                    Committee.

                  (iv)              The Gross  Asset  Values of  Company  assets
                                    shall be increased (or decreased) to reflect
                                    any  adjustments  to the  adjusted  basis of
                                    such  assets  pursuant  to  IRCss.734(b)  or
                                    IRCss.7  43(b),  but only to the extent that
                                    such  adjustments  are taken into account in
                                    determining  Capital  Accounts  pursuant  to
                                    Treasury  Regulationsss.1,304-1(b)(2)(iv)(m)
                                    and Sections 16.1(w)(vi) and 17.1(h) hereof,
                                    provided,  however,  that Gross Asset Values
                                    shall not be  adjusted  pursuant  to Section
                                    16.1  (k)(ii)  to  the  extent  the  Manager
                                    determines  that an  adjustment  pursuant to
                                    Section 16.1 (k)(iii) hereof is necessary or
                                    appropriate in connection with a transaction
                                    that  would   otherwise   result  in  an  ad
                                    adjustment    pursuant   to   this   Section
                                    16.1(k)(iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to
Section  16.1(k)(i),  Section 16.1 (k)(ii), or Section 16.1 (k)(iv) hereof, such
Gross Asset Value shall  thereafter be adjusted by the  Depreciation  taken into
account with respect to such asset for purposes of computing Profits and Losses.

                  (m) "IRC"  shall  mean the  Internal  Revenue  Code of 1986 or
corresponding provisions of subsequent superseding federal revenue laws.

                  (n) "Member  Nonrecourse Debt" shall mean the nonrecourse debt
of a Member computed in accordance with Treasury Regulationss.1.704-2(b)(4).

                  (o)  "Member  Nonrecourse  Debt  Minimum  Gain"  shall mean an
amount,  with  respect to each  Member  Nonrecourse  Debt,  equal to the Company

                                       21
<PAGE>

Minimum Gain that would result if such Member Nonrecourse Debt were treated as a
Nonrecourse Liability,  determined in accordance with Treasury Regulation ss. 1.
704-2(i)(3).

                  (p) "Member Nonrecourse Deductions" shall mean the nonrecourse
deductions computed in accordance with Treasury  Regulationsss.1.704-2(i)(1) and
ss.1.704-2(i)(2).

                  (q)  "Membership   Interest"  shall  mean  a  Member's  entire
interest in the Company  including the Member's  Economic Interest and the right
to  participate  in the  management  of the business and affairs of the Company,
including  the right to vote on,  consent to, or  otherwise  participate  in any
decision or action of or by the Members  granted  pursuant to this LLC Agreement
and the Act. The Membership Interest created hereunder shall be a single series,
without designation of separate classes or groups having relative rights, powers
or duties among the Members.

                  (r) "Net Cash Flow"  shall mean,  with  respect to any period,
the gross cash proceeds from Company  operations for such period less the sum of
(A)  all  Company  costs,   expenses,   debt  payments,   capital  improvements,
replacements,  and  contingencies  paid or  incurred  for such  period and (B) a
reserve  for  such  costs,  expenses,   debt  payments,   capital  improvements,
replacements,  and contingencies anticipated to become or be incurred during the
180 days next  succeeding  such period as determined  by the Manager.  "Net Cash
Flow"  shall  not  be  reduced  by  depreciation,  amortization,  cost  recovery
deductions,  or similar allowances,  but shall be increased by any reductions to
reserves  previously  established.  In the event  that the  Manager is unable to
approve the amount of said 180 days reserve, then on the first such occasion the
amount of the 180 day  reserve  shall be equal to the  average of the latest two
180 day  reserves  previously  approved.  With  respect  to the  second  and any
subsequent  occasions  on which  the  Manager  is  unable  to  approve a 180 day
reserve,  there shall be no further  quarterly  distributions  until the Manager
approves a 180 day reserve amount.

                  (s) "Nonrecourse Deductions" shall mean nonrecourse deductions
as defined in Treasury Regulationss.1. 704-2(b)(1).

                  (t) "Nonrecourse  Liability" shall mean nonrecourse  liability
as defined in Treasury Regulation ss. 1.704-2(b )(3).

                  (u)  "Percentage  Interest"  shall mean,  with  respect to any
Member, the Percentage Interest set forth opposite such Member's name on Exhibit
A attached  hereto.  In the event any  Membership  Interest  is  transferred  in
accordance  with the  provisions of this LLC  Agreement,  the transferee of such
interest  shall  succeed to the  Percentage  Interest of the  transferor  to the
extent it relates to the transferred interest.

                  (v)   "Person"   shall  mean  any   individual,   corporation,
partnership  (whether general or limited),  limited  liability  company,  trust,

                                       22
<PAGE>

estate,   association,   custodian  or  nominee,   and  the  heirs,   executors,
administrators,  legal representatives,  successors, and assigns of the "Person"
when the context so permits.

                  (w) "Profits" and "Losses"  shall mean,  for each Fiscal Year,
an amount equal to the  Company's  taxable  income or loss for such Fiscal Year,
determined in  accordance  with IRC  ss.703(a)  (for this purpose,  all items of
income, gain, loss or deduction required to be stated separately pursuant to IRC
ss.703(a)(1)  shall be  included in taxable  income or loss) with the  following
adjustments:

                  (i)               Any  income  of the  Company  that is exempt
                                    from  federal  income tax and not  otherwise
                                    taken into account in  computing  Profits or
                                    Losses  pursuant  to  this  Section  16.1(w)
                                    shall  be added to such  taxable  income  or
                                    loss;

                  (ii)              Any expenditures of the Company described in
                                    IRC   ss.705(a)(2)(B)   or  treated  as  IRC
                                    ss.705(a)(2)(B)   expenditures  pursuant  to
                                    Treasury    Regulation    ss.   1.704-1   (b
                                    )(2)(iv)(i),  and not  otherwise  taken into
                                    account  in  computing   Profits  or  Losses
                                    pursuant to this  Section  16.1(w)  shall be
                                    subtracted from such taxable income or loss;

                  (iii)             in the event the  Gross  Asset  Value of any
                                    Company   asset  is  adjusted   pursuant  to
                                    Section   16.1   (1)(ii)  or  Section   16.1
                                    (1)(iii)   hereof,   the   amount   of  such
                                    adjustment  shall be taken  into  account as
                                    gain or loss  from the  disposition  of such
                                    asset for purposes of  computing  Profits or
                                    Losses;

                  (iv)              Gain or loss resulting from any  disposition
                                    of  property  with  respect to which gain or
                                    loss is  recognized  for federal  income tax
                                    purposes  shall be computed by  reference to
                                    the  Gross  Asset  Value  of  the   property
                                    disposed   of,   notwithstanding   that  the
                                    adjusted tax basis of such property  differs
                                    from its Gross Asset Value;

                  (v)               In lieu of the  depreciation,  amortization,
                                    and other  cost  recovery  deductions  taken
                                    into  account  in  computing   such  taxable
                                    income or loss,  there  shall be taken  into
                                    account  Depreciation  for such Fiscal Year,
                                    computed in  accordance  with  Section 16. 1
                                    (h) hereof,

                                       23
<PAGE>

                  (vi)              To the extent an  adjustment to the adjusted
                                    tax basis of any Company  asset  pursuant to
                                    IRC  ss.734(b) or  IRCss.743(b)  is required
                                    pursuant     to     Treasury      Regulation
                                    ss.1.7041(b)(2)(iv)(m)(4)  to be taken  into
                                    account in determining Capital Accounts as a
                                    result  of  a  distribution  other  than  in
                                    complete liquidation of a Member's interest,
                                    the  amount  of  such  adjustment  shall  be
                                    treated   as  an  item   of  gain   (if  the
                                    adjustment increases the basis of the asset)
                                    or loss  (if the  adjustment  decreases  the
                                    basis of the asset) from the  disposition of
                                    the asset and  shall be taken  into  account
                                    for purposes of computing Profits or Losses;
                                    and

                  (vii)             Notwithstanding  any other provision of this
                                    Section  14(w),  a items which are specially
                                    allocated  pursuant  to Section  15.1 (other
                                    than  Section  15.1  (a))  or  Section  17.2
                                    hereof  shall not be taken  into  account in
                                    computing Profits or Losses.

The amounts of the items of Company income,  gain, loss, or deduction  available
to be  specially  allocated  pursuant to Sections  15.1 and 15.2 hereof shall be
determined by applying rules analogous to those set forth in Sections 14.1(w)(i)
through 14.1(w)(vii) above.

                  (x) "Treasury Regulations" shall mean the proposed, temporary,
and  final  regulations  promulgated  under  the IRC in effect as of the date of
filing the Company's Certificate of Formation, and the corresponding sections of
any regulations subsequently issued that amend or supersede those regulations.


                                   ARTICLE XV
                             SPECIAL TAX ALLOCATION

                  15.1 SPECIAL  ALLOCATIONS.  The following special  allocations
shall apply:

                  (a)  Limitation on Losses.  The Losses  allocated  pursuant to
Section 8.2 hereof shall not exceed the maximum  amount of Losses that can be so
allocated  without  causing any Member to have a Deficit  Capital Account at the
end of any Fiscal Year.  In the event some but not all of the Members would have
Deficit Capital Accounts as a consequence of an allocation of Losses pursuant to
Section  8.2  hereof,  the  limitation  set forth in this  Section  8.2 shall be
applied on a Member by Member  basis so as to allocate  the maximum  permissible
Losses to each Member under Treasury Regulation ss. 1.704-1 (b )(2)(ii)( d).

                                       24
<PAGE>

                  (b) Minimum Gain Chargeback.  Except as otherwise  provided in
Treasury  Regulationss.1.704-2(f),  notwithstanding  any other provision of this
LLC  Agreement,  if there is a net  decrease in Company  Minimum Gain during any
Fiscal Year,  each Member shall be specially  allocated  items of Company income
and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an
amount equal to such Member's share of the net decrease in Company Minimum Gain,
determined in accordance with Treasury  Regulation ss.  1.704-2(g).  Allocations
pursuant to the previous  sentence shall be made in proportion to the respective
amounts required to be allocated to each Member pursuant  thereto.  The items to
be so allocated  shall be  determined in  accordance  with  Treasury  Regulation
ss.1.704-2(f)(6) and ss.1.704-20)(2). This Section 17.1(b) is intended to comply
with the minimum gain chargeback  requirement in ss.  1.704-2(f) of the Treasury
Regulation and shall be interpreted consistently therewith.

                  (c)  Member  Minimum  Gain  Chargeback.  Except  as  otherwise
provided in Treasury  Regulation ss.1.  704-2(i)( 4),  notwithstanding any other
provision  of  this  LLC  Agreement,  if  there  is a  net  decrease  in  Member
Nonrecourse Debt Minimum Gain  attributable to a Member  Nonrecourse Debt during
any Company Fiscal Year,  each Member who has a share of the Member  Nonrecourse
Debt Minimum Gain attributable to such Member  Nonrecourse  Debt,  determined in
accordance  with  Treasury  Regulation  ss. 1.  704-2(i)( 5), shall be specially
allocated  items of  Company  income  and gain for such  Fiscal  Year  (and,  if
necessary, subsequent Fiscal Years) in an amount equal to such Member's share of
the net decrease in Member  Nonrecourse  Debt Minimum Gain  attributable to such
Member   Nonrecourse   Debt,   determined  in  accordance  with  Regulation  ss.
1.7042(i)(4).  Allocations  pursuant to the previous  sentence  shall be made in
proportion  to the  respective  amounts  required to be allocated to each Member
pursuant thereto. The items to be so allocated shall be determined in accordance
with Treasury Regulation  ss.1.704-2(i)(4) and ss.1.704-20)(2).  This Section 17
..1 (c) is intended to comply with the minimum  gain  chargeback  requirement  in
Treasury  Regulation  ss. 1. 7042(i)( 4) and shall be  interpreted  consistently
therewith.

                  (d)  Qualified   Income  Offset.   In  the  event  any  Member
unexpectedly receives any adjustments, allocations or distributions described in
ss.   1.   704-1   (b)(2)(ii)(d)(4),   ss.   1.7041(b)(2)(ii)(d)(5),    or   ss.
1.704-1(b)(2)(ii)(d)(6) of the Treasury Regulation,  items of Company income and
gain shall be  specially  allocated  to each such Member in an amount and manner
sufficient to eliminate, to the extent required by the Treasury Regulation,  the
Deficit Capital Account of such Member as quickly as possible,  provided that an
allocation  pursuant to this  Section 17 .1 (d) shall be made only if and to the
extent that such Member  would have a Deficit  Capital  Account  after all other
allocations  provided for in this Article XVII have been  tentatively made as if
this Section 17.1(d) were not in this LLC Agreement.

                  (e) Gross  Income  Allocation.  In the event any  Member has a
Deficit Capital Account at the end of any Fiscal Year, each such Member shall be
specially  allocated  items of  Company  income  and gain in the  amount of such
deficit as quickly as possible,  provided  that an  allocation  pursuant to this
Section  17.1 (e) shall be made only if and to the extent that such Member would

                                       25
<PAGE>

have a Deficit Capital Account after all other allocations  provided for in this
LLC  Agreement  have been made as if Section  17 .1 (d) hereof and this  Section
17.1 (e) were not in this LLC Agreement.

                  (f)  Nonrecourse  Deductions.  Nonrecourse  Deductions for any
Fiscal Year shall be specially allocated to the Members in accordance with their
Percentage Interests determined as of the first day of such Fiscal Year.

                  (g) Member  Nonrecourse  Deductions.  Any  Member  Nonrecourse
Deductions  for any Fiscal Year shall be  specially  allocated to the Member who
bears the economic risk of loss with respect to the Member  Nonrecourse  Debt to
which such Member  Nonrecourse  Deductions are  attributable  in accordance with
Treasury Regulation ss.1.704-2(i)(1).

                  (h) IRCss.754  Adjustment.  To the extent an adjustment to the
adjusted  tax  basis of any  Company  asset  pursuant  to IRC  ss.734(b)  or IRC
ss.743(b)     is     required,      pursuant     to     Treasury      Regulation
ss.1.704-1(b)(2)(iv)(m)(2)  or  ss.1.704-1(b)(2)(iv)(m)(4),  to  be  taken  into
account in determining  Capital  Accounts as the result of a  distribution  to a
Member in complete  liquidation  of such Member's  interest in the Company,  the
amount of such adjustment to the Capital Accounts shall be treated as an item of
gain  (if the  adjustment  increases  the  basis of the  asset)  or loss (if the
adjustment  decreases  such  basis)  and such  gain or loss  shall be  specially
allocated to the Members in  accordance  with their  interests in the Company in
the event Treasury  Regulation ss. 1.7041 (b )(2)(iv)(m)(2)  applies,  or to the
Members to whom such distribution was made in the event Treasury  Regulation ss.
1.704-1(b)(2)(iv)(m)(4) applies.

                  (i)  Allocations  Relating  to  Taxable  Issuance  of  Company
Interests.  Any income, gain, loss or deduction realized as a direct or indirect
result of the issuance of an interest in the Company to a Member (the  "Issuance
Items") shall be allocated  among the Members so that,  to the extent  possible,
the net amount of such Issuance Items, together with all other allocations under
this LLC  Agreement to each Member,  shall be equal to the net amount that would
have been  allocated  to each such  Member  if the  Issuance  Items had not been
realized.

                  15.2  CURATIVE  ALLOCATIONS.  The  allocations  set  forth  in
Sections 15.1(b), 15.1(c), 15.1(d), 15.1(e), 15.1(f), 15.1(g) and 15.1(h) hereof
(the "Regulatory  Allocations") are intended to comply with certain requirements
of the Treasury Regulations. It is the intent of the Members that, to the extent
possible,   all  Regulatory  Allocations  shall  be  offset  either  with  other
Regulatory  Allocations  or with special  allocations  of other items of income,
gain, loss or deduction pursuant to this Section 15.2.

                  15.3     OTHER ALLOCATION RULES.

                  (a) For purposes of determining  the Profits,  Losses,  or any
other items allocable to any period within a Fiscal Year,  Profits,  Losses, and
any such other items shall be determined on a daily, monthly, or other basis, as

                                       26
<PAGE>

determined by the Manager using any permissible  method under IRC ss.706 and the
Treasury Regulations thereunder,  which takes into account the varying interests
of the Members during each Fiscal Year.

                  (b) All  allocations  to the  Members  pursuant  to  this  LLC
Agreement  shall,  except  as  otherwise  provided,  be  divided  among  them in
proportion to their Percentage Interests.

                  (c) The  Members are aware of the income tax  consequences  of
the  allocations  made by this LLC Agreement and hereby agree to be bound by the
provisions hereof in reporting their shares of Profits and Losses for income tax
purposes.

                  (d)   Solely   for   purposes   of   determining   a  Member's
proportionate  share of the "excess  nonrecourse  liabilities"  of the  Company,
within the  meaning of  Treasury  Regulation  ss.  1.752-3(a)(3),  the  Members'
interests in Profits are in accordance with their Percentage Interests.

                  (e)  To  the  extent  permitted  by  Treasury  Regulationss.1.
704-2(h)(3),  the Manager shall endeavor not to treat  distributions of Net Cash
Flow as having  been made from the  proceeds  of a  Nonrecourse  Liability  or a
Member  Nonrecourse Debt, but only to the extent that such  distributions  would
cause or increase a Deficit Capital Account for any Member.

                  15.4     PRE-CONTRIBUTION GAIN ALLOCATIONS IRC SS.704(C)

                  (a)  In  accordance  with  IRC  ss.704(c)(1)(A)  and  Treasury
Regulation  ss.  1.704-3,  if a Member  contributes  property with a fair market
value that differs from its adjusted basis at the time of contribution,  income,
gain, loss, and deductions for the property shall, solely for federal income tax
purposes,  be allocated among the Members so as to take account of any variation
between the  adjusted  basis of the  property to the Company and its fair market
value at the time of contribution.

                  (b)  Pursuant  to  IRC  ss.704(c)(1)(B),  if  any  contributed
property is  distributed  by the Company other than to the  contributing  Member
within seven (7) years of being contributed, then, except as provided in IRC ss.
704(c)(2), the contributing Member shall, solely for federal income tax purposes
and not for Capital  Account  purposes,  be treated as recognizing  gain or loss
from the sale of the  property in an amount equal to the gain or loss that would
have been allocated to the Member under IRC  ss.704(c)(1)(A) if the property had
been sold at its fair market value at the time of the distribution.

                  (c) In  the  case  of any  distribution  by the  Company  to a
Member,  the Member  shall,  solely for federal  income tax purposes and not for
Capital Account  purposes,  be treated as recognizing gain in an amount equal to
the lesser of

                  (i)               The excess, if any, of the fair market value
                                    of the property  (other than money) received

                                       27
<PAGE>

                                    in the distribution  over the adjusted basis
                                    of the Member's  Membership  Interest in the
                                    Company  immediately before the distribution
                                    reduced  (but not below  zero) by the amount
                                    of money received in the distribution; or

                  (ii)              The Net Pre-Contribution Gain (as defined in
                                    IRCss.737(b))   of  the   Member.   The  Net
                                    Pre-Contribution Gain means the net gain, if
                                    any, which would have been recognized by the
                                    distributee Member under  IRCss.704(c)(1)(B)
                                    if all property  which had been  contributed
                                    to the Company within seven (7) years of the
                                    distribution,  and is  held  by the  Company
                                    immediately  before  the  distribution,  had
                                    been  distributed  by the Company to another
                                    Member.  If  any  portion  of  the  property
                                    distributed  consists of property  which had
                                    been  contributed by the distributee  Member
                                    to the Company,  then the property shall not
                                    be taken into  account  under  this  Section
                                    17.4(c)(ii)  and  shall  not be  taken  into
                                    account in determining the amount of the Net
                                    Pre-Contribution   Gain.   If  the  property
                                    distributed  consists  of an  interest in an
                                    entity,  the  preceding  sentence  shall not
                                    apply to the  extent  that the  value of the
                                    interest  is  attributable  to the  property
                                    contributed   to  the   entity   after  such
                                    interest   had  been   contributed   to  the
                                    Company.

                  (d) In  connection  with a  Capital  Contribution  of money or
other property  (other than a de minimis  amount) by a new or existing Member or
as  consideration  for  an  Economic  Interest  or  Membership  Interest,  or in
connection  with the  liquidation of the Company or a  distribution  of money or
other  property  (other  than a de minimis  amount) by the Company to a retiring
Member as consideration  for an Economic  Interest or Membership  Interest,  the
Capital  Accounts of the Members shall be adjusted to reflect a  revaluation  of
Company  property  (including  intangible  assets) in  accordance  with Treasury
Regulation ss.1.704-1(b)(2)(iv)(f).  If under Treasury Regulation ss. 1.704-1 (b
)(2)(iv)(f),  Company  property that has been revalued is properly  reflected in
the  Capital  Accounts  and on the books of the  Company  at a book  value  that
differs  from  the  adjusted  tax  basis  of the  property,  then  depreciation,
depletion,  amortization and gain or loss with respect to such property shall be
shared among the Members in a manner that takes account of the variation between
the adjusted tax basis of such  property and its book value,  in the same manner
as  variations  between the adjusted tax basis and fair market value of property
contributed  to the Company are taken into account in  determining  the Members'
shares of tax items under IRC ss. 704( c).

                                       28
<PAGE>

                                   ARTICLE XVI
                            MISCELLANEOUS PROVISIONS

                  16.1 NOTICES. Any notice, demand, or communication required or
permitted to be given by any provision of this LLC Agreement  shall be deemed to
have been sufficiently given or served for all purposes if delivered  personally
to the Person or to an officer of the Person to whom the same is directed or, if
sent by registered or certified mail, postage and charges prepaid,  addressed to
the Member's and/or  Company's  address,  as appropriate,  which is set forth in
this LLC Agreement or in Exhibit A hereto.

                  16.2  APPLICATION  OF  DELAWARE  LAW;  ENFORCEMENT.  This  LLC
Agreement,  and the application or interpretation  hereof,  shall be governed by
the laws of the State of Delaware  without regard to Delaware  conflicts of laws
principles. The Members agree that any action to interpret, apply or enforce the
provisions of this LLC Agreement,  or the duties,  obligations or liabilities of
the Company to the Members,  or the duties,  obligations  or  liabilities  among
Members  and of  Members  to the  Company,  or  the  rights  or  powers  of,  or
restrictions  on,  the  Company or its  Members,  may be brought in the Court of
Chancery of the State of Delaware.

                  16.3 WAIVER OF ACTION FOR PARTITION.  Each Member  irrevocably
waives  during the Term  hereof any right to maintain  any action for  partition
with respect to the property of the Company.

                  18.4 AMENDMENTS.  This LLC Agreement may not be amended except
by the unanimous written agreement of the Members.

                  16.5 EXECUTION OF ADDITIONAL  INSTRUMENTS.  Each Member hereby
agrees to execute such other and further  statements  of interest and  holdings,
designations, powers of attorney, and other instruments necessary to comply with
any laws, rules, or regulations.

                  16.6  CONSTRUCTION.  Whenever the  singular  number is used in
this LLC Agreement and when required by the context,  the same shall include the
plural and vice versa,  and the masculine  gender shall include the feminine and
neuter genders and vice versa. The use herein of the words "include," "includes"
and "including"  shall be by way of  illustration  only, and such words are used
without limitation to matters enumerated or specified thereafter. The use of the
words  "hereto,"  "herein,"  "hereinafter,"  and  "hereunder"  refer to this LLC
Agreement in its entirety.

                  16.7  HEADINGS.  The  headings in this LLC  Agreement  are for
convenience only and are in no way intended to describe,  interpret,  define, or
limit  the  scope,  extent,  or  intent  of  this  LLC  Agreement  or any of its
provisions.

                                       29
<PAGE>

                  16.8  WAIVERS.  The  failure of any party to seek  redress for
violation  of or to  insist  upon the  strict  performance  of any  covenant  or
condition of this LLC Agreement  shall not prevent a subsequent  act, that would
have originally  constituted a violation,  from having the effect of an original
violation.

                  16.9 RIGHTS AND REMEDIES  CUMULATIVE.  The rights and remedies
provided by this LLC  Agreement  are  cumulative  and the use of anyone right or
remedy by any  party  shall  not  preclude  or waive the right to use any or all
other  remedies.  Said  rights and  remedies  are given in addition to any other
rights the parties may have by law, statute, ordinance, or otherwise.

                  16.10 SEVERABILITY.  If any provision of this LLC Agreement or
its  application to any person or  circumstance  shall be invalid,  illegal,  or
unenforceable  to any  extent,  the  remainder  of this  LLC  Agreement  and its
application shall not be affected and shall be enforceable to the fullest extent
permitted by law.

                  16.11 SUCCESSORS,  AND ASSIGNS. Each and all of the covenants,
terms,  provisions,  and  agreements  contained in this LLC  Agreement  shall be
binding  upon  and  inure to the  benefit  of the  Members  and,  to the  extent
permitted by this LLC Agreement, their respective successors, and assigns.

                  16.12 CREDITORS.  None of the provisions of this LLC Agreement
shall be for the benefit of or enforceable by any creditors of the Company.

                  16.13  COUNTERPARTS.  This LLC  Agreement  may be  executed in
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.


                                       30
<PAGE>



                  IN WITNESS  WHEREOF,  the  undersigned  have executed this LLC
Agreement as of the date first written above.

                                        GENERON IGS, INC.


                                        By: ________________________________



                                        SUPERIOR ENERGY, LLC.


                                        By: ________________________________



















                                       31
<PAGE>



                                    EXHIBIT A
                      PERCENTAGE AND DISTRIBUTION INTERESTS


                          INTERNATIONAL SUPERIOR ENERGY



Member Name       Capital Account      Percentage Interest Distribution Interest
----------------- -------------------- ------------------- ---------------------

Superior              $80                       80                  80

Generon               $20                       20                  20





<PAGE>



                                 Schedule 2.1(a)


None



<PAGE>



                                 Schedule 2.1(b)

None