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                               FIRST AMENDMENT TO
                  SECURED REDUCING REVOLVING CREDIT AGREEMENT
                           DATED DECEMBER 17, 1997
                                 BY AND AMONG
                           MIDLAND RESOURCES, INC.,
                MIDLAND RESOURCES OPERATING COMPANY, INC.,   
                         SUMMIT PETROLEUM CORPORATION
                                     AND
                                 COMPASS BANK
                                       
          This First Amendment ("FIRST AMENDMENT") by and between MIDLAND 
RESOURCES, INC. ("MRI"), a Texas corporation, MIDLAND RESOURCES OPERATING 
COMPANY, INC., a Texas corporation, and SUMMIT PETROLEUM CORPORATION, a 
Colorado corporation (individually and collectively, "BORROWER") and COMPASS 
BANK, a Texas state chartered bank ("BANK") is executed on this 26th day of 
March, 1998, to be effective, however, as of December 31, 1997.

                              W I T N E S S E T H:

          Borrower and Bank entered into a Secured Reducing Revolving Credit 
Agreement dated December 17, 1997 (the "Credit Agreement").

          Borrower has requested that Bank amend the definition of Tangible 
Net Worth, as set forth in the Credit Agreement, and Bank is willing to enter 
into the requested amendment, subject to and conditioned upon the provisions 
set forth herein.  

          NOW, THEREFORE, in consideration of the promises herein contained, 
and each intending to be legally bound hereby, the parties agree as follows:

     I.   AMENDMENTS TO CREDIT AGREEMENT.

          ARTICLE I of the Credit Agreement is hereby amended by replacing 
the following defined terms:

          "TANGIBLE NET WORTH" means the total assets of Borrower exclusive of
     (a) those assets classified as intangible, including, without limitation,
     goodwill, patents, trademarks, trade names, copyrights, franchises and
     deferred charges, (b) treasury stock and minority interests in any Person,
     (c) cash set apart and held in a sinking or other analogous fund
     established for the purpose of redemption or other retirement of capital
     stock, (d) to the extent not already deducted from total assets, allowances
     for depreciation, depletion, obsolescence and/or amortization of
     properties, uncollectible accounts, and contingent but probable liabilities
     as to which an amount can be established, and (e) all assets arising from
     advances to officers, former officers or sales representatives of Borrower
     made outside of the ordinary course of business; less total liabilities of
     Borrower; all of the above being determined in accordance with GAAP;
     PROVIDED, HOWEVER, that notwithstanding any of the foregoing categories of

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     assets that are excluded from the calculation of Tangible Net Worth, the
     following items are hereby expressly INCLUDED in Tangible Net Worth: (x)
     deferred taxes, and (y) those certain contracts and leases owned by
     Borrower and reflected on its consolidated balance sheet as the contracts
     and leases acquired in connection with MRI's acquisition in 1993 of Midland
     Resources Operating Company, Inc.
          
     II.  REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES.  To induce the 
Bank to enter into this First Amendment, Borrower hereby reaffirms, as of the 
date hereof, its representations and warranties contained in Article IV of 
the Credit Agreement and in all other documents executed pursuant thereto, 
and additionally represents and warrants as follows:

     A.   The execution and delivery of this First Amendment and the performance
     by the Borrower of its obligations under this First Amendment are within
     Borrower's power, have been duly authorized by all necessary corporate
     action, have received all necessary governmental approval (if any shall be
     required), and do not and will not contravene or conflict with any
     provision of law or of the charter or by-laws of the Borrower or of any
     agreement binding upon Borrower.

     B.   This First Amendment represents the legal, valid and binding
     obligations of Borrower enforceable against Borrower in accordance with its
     terms subject as to enforcement only to bankruptcy, insolvency,
     reorganization, moratorium or other similar laws affecting the enforcement
     of creditors' rights generally.

     C.   Since the date of the Credit Agreement, no change, event or state of
     affairs has occurred and is continuing which would constitute an Event of
     Default or an Unmatured Event of Default.

     III. DEFINED TERMS.  Terms used herein that are defined in the Credit 
Agreement shall have the same meanings herein, unless the context otherwise 
requires.

     IV.  REAFFIRMATION OF CREDIT AGREEMENT.  This First Amendment shall be 
deemed to be an amendment to the Credit Agreement, and the Credit Agreement, 
as amended hereby, is hereby ratified, adopted and confirmed in each and 
every respect.  

     V.   GOVERNING LAW.  THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE 
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.  This First Amendment has 
been entered into in Harris County, Texas, and it shall be performable for 
all purposes in Harris County, Texas.  Courts within the State of Texas shall 
have jurisdiction over any and all disputes between the Borrower and the 
Bank, whether in law or equity, including, but not limited to, any and all 
disputes arising out of or relating to this First Amendment or any other Loan 
Documents; and venue in any such dispute whether in federal or state court 
shall be laid in Harris County, Texas.

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     VI.   SEVERABILITY.  Whenever possible each provision of this First 
Amendment shall be interpreted in such manner as to be effective and valid 
under applicable law, but if any provision of this First Amendment shall be 
prohibited by or invalid under applicable law, such provision shall be 
ineffective to the extent of such prohibition or invalidity, without 
invalidating the remainder of such provision or the remaining provisions of 
this First Amendment.

     VII.  EXECUTION IN COUNTERPARTS.  This First Amendment may be executed 
in any number of counterparts and by the different parties on separate 
counterparts on different dates, and each such counterpart shall be deemed to 
be an original, but all such counterparts shall together constitute but one 
and the same agreement.

     VIII. SECTION CAPTIONS.  Section captions used in this First Amendment 
are for convenience of reference only, and shall not affect the construction 
of this First Amendment.

     IX.   SUCCESSORS AND ASSIGNS.  This First Amendment shall be binding 
upon the Borrower, the Bank and its respective successors and assigns, and 
shall inure to the benefit of the Borrower, the Bank and the respective 
successors and assigns of the Bank.

     X.    NON-APPLICATION OF CHAPTER 15 OF TEXAS CREDIT CODE.  The 
provisions of Chapter 15 of the Texas Credit Code (Vernon's Texas Civil 
Statutes, Article 5069-15) are specifically declared by the parties hereto 
not to be applicable to this First Amendment or any of the other Loan 
Documents or to the transactions contemplated hereby.

     XI.   NOTICE OF FINAL AGREEMENT.  THE WRITTEN CREDIT AGREEMENT, AS 
HEREBY AMENDED, REPRESENTS THE FINAL AGREEMENT AMONG THE BANK, BORROWER AND 
ANY GUARANTOR OR OTHER OBLIGOR, IF ANY, AND MAY NOT BE CONTRADICTED BY 
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE 
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment 
to be duly executed as of the day and year first above written.

                                   BORROWER:

                                   MIDLAND RESOURCES, INC.


                                   By: /s/ D. H. Warley, III
                                      ---------------------------------------
                                           D. H. Warley, III
                                           President


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                                   MIDLAND RESOURCES OPERATING COMPANY, INC.

                                   By: /s/ D. H. Warley, III
                                      ---------------------------------------
                                           D. H. Warley, III
                                           President



                                   SUMMIT PETROLEUM CORPORATION

                                   By: /s/ D. H. Warley, III
                                      ---------------------------------------
                                           D. H. Warley, III
                                           President



                                   BANK:

                                   COMPASS BANK

                                   By: /s/ Kathleen J. Bowen
                                      ---------------------------------------
                                           Kathleen J. Bowen
                                           Vice President



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