Consulting Agreement
                         (Superior Oil and Gas - Kenan)

     This agreement is entered into on December 6, 2005 by and between  Superior
Oil and Gas Co. ("Superior") of Yukon, Oklahoma and Thomas J. Kenan ("Kenan") of
Oklahoma City, Oklahoma.

     In consideration of the following recitals, promises and undertakings,  the
parties agree as follows:

          1.   Recitals by the Parties.  Superior is an oil and gas  exploration
               and development company and has a public market for its shares of
               common stock on the OTC Bulletin Board. Kenan is an attorney with
               decades of experience as a general  corporate and  securities law
               attorney  and  counselor.  He has  represented  Superior in these
               capacities for almost ten years for no monetary compensation but,
               from  time to time,  for  compensation  in the form of  shares of
               common  stock of  Superior.  The parties  intend that Kenan shall
               continue to provide  counseling  to Superior in the form of legal
               opinions  and general  legal advice on a  day-to-day  basis,  for
               which services he shall be  compensated  in accordance  with this
               Consulting  Agreement,  and in the form of reviewing and drafting
               legal documents, for which he shall be compensated with cash.

          2.   Employment  of Kenan as a legal  counselor.  Until  terminated by
               either party,  Superior shall employ Kenan to provide  counseling
               to  Superior  in the form of legal  opinions  and  general  legal
               advice on a  day-to-day,  as-needed  basis in the legal  areas of
               general corporate law and state and federal securities laws ("the
               Consulting  Services")  and in the form of reviewing and drafting
               legal documents.

          3.   Compensation   for  Kenan.  As  compensation  for  providing  the
               Consulting  Services,  the directors of Superior shall compensate
               Kenan by granting him options to purchase  one million  shares of
               common stock of Superior at $0.10 a share exercisable at any time
               or from time to time on and after December 7, 2005.

          4.   Controlling law. The  interpretation and effect of this agreement
               shall be governed by Nevada law.

                     Superior Oil and Gas Co.


                     By: /s/ Daniel H. Lloyd           /s/ Thomas J. Kenan
                        ---------------------         ---------------------
                        Daniel H. Lloyd, CEO          Thomas J. Kenan











                                                                     Exhibit 4.1
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