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                             SUBSCRIPTION AGREEMENT

                               IN CONNECTION WITH

                      FORTUNE NATURAL RESOURCES CORPORATION





                                   Offering of
                               up to $3.5 Million
                             in Principal Amount of
                    Subordinated Convertible Promissory Notes



                                 Placement Agent



                          J. ROBBINS SECURITIES, L.L.C.
                           1345 AVENUE OF THE AMERICAS
                                   22ND FLOOR
                            NEW YORK, NEW YORK 10105




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                             SUBSCRIPTION AGREEMENT
                              AND INVESTMENT LETTER

October 14, 1997


To the Board of Directors
Fortune Natural Resources Corporation
One Commerce Green
515 West Greens Road
Suite 720
Houston, Texas 77067

Re:     Subscription to Purchase Notes of
        Fortune Natural Resources Corporation

Gentlemen:

This will acknowledge that the undersigned hereby agrees to irrevocably purchase
from Fortune  Natural  Resources  Corporation  (the "Company" or " Fortune"),  a
corporation  organized  under the laws of the State of Delaware,  a  convertible
subordinated note (the "Note") in the principal amount of $__________ . The Note
to be purchased by the undersigned is part of a private  placement of securities
(the  "Offering")  by the Company of up to $3.5 million in  aggregate  principal
amount of Notes.  The Offering is being made only to  "accredited  investors" as
defined herein on a $1.25 million aggregate  principal amount minimum or none to
a $3.5 million  aggregate  principal  amount  maximum best efforts basis through
October 31, 1997. Based thereon,  if $1.25 million in aggregate principal amount
of Notes is not sold and  paid  for on or  prior to  October  31,  1997  (unless
extended as provided below), the Offering will terminate and all funds collected
from subscribers  will be promptly  returned to them without interest thereon or
deduction  therefrom.  The  Notes  will be  issued  only in  registered  form in
denominations  of $10,000 or integral  multiples  thereof and in such  principal
amounts as shall be determined by the Company.

All funds collected from subscribers pending  consummation or termination of the
Offering as set forth herein will be held in the escrow account described below.
The Company is required to obtain the permission of its primary  lender,  Credit
Lyonnais  New York  Branch  (the  "Bank"),  in order to  effect  this  Offering.
Accordingly,  no funds will be released  from the escrow  account to the Company
unless the Bank's  written  permission is obtained or the Company  determines to
repay the Bank in full with the proceeds of this  Offering.  As of September 30,
1997, the Company owed the Bank $865,000.

If all of the Notes are sold, the Company will receive  aggregate gross proceeds
of $3.5 million less the expenses of this Offering  which  management  estimates
will approximate $485,000, including the fee and expense allowance payable to J.
Robbins  Securities,  LLC (the "Placement Agent") described below. The Placement
Agent,  a member of the National  Association of Securities  Dealers,  Inc. (the
"NASD"),  is acting as the  placement


                                       1
<PAGE>

agent for the Company in placing this  Offering.  The Offering will terminate on
the sooner to occur of the sale of all of the Notes or October 31, 1997,  unless
extended  through  December 1, 1997 by the mutual consent of the Company and the
Placement Agent.

THE UNDERSIGNED UNDERSTANDS THAT THE INFORMATION PROVIDED TO HIM WITH RESPECT TO
THE  COMPANY  HAS  NOT  BEEN  INDEPENDENTLY  VERIFIED  BY THE  PLACEMENT  AGENT.
ACCORDINGLY,  THERE  IS NO  REPRESENTATION  BY  THE  PLACEMENT  AGENT  AS TO THE
COMPLETENESS OR ACCURACY OF SUCH INFORMATION.

The  Placement  Agent  will  receive  a fee  equal to 10% and a  non-accountable
expense  allowance  equal to 3% of the aggregate  principal  amount of the Notes
sold. It will also be granted, for nominal consideration, the right, exercisable
over a five year period commencing on the last closing date of the Offering,  to
purchase a number of shares of the Common  Stock  equal to 10% of the  aggregate
gross proceeds of the Offering proceeds received by the Company, divided by 3.6.
The exercise price, subject to adjustment, will be $3.60 per share.

Barry W. Blank,  who currently owns 279,200 shares of the Company's common stock
and  warrants  to  purchase  an  additional  432,113  shares,  is  a  registered
representative  employed by the  Placement  Agent as the manager of its Phoenix,
Arizona branch  office.  Mr. Blank is  participating  in marketing the Offering.
Neither the Company nor the Placement Agent has obtained any independent opinion
relating to the fairness of the terms of this Offering or the compensation to be
paid to the  Placement  Agent for the  services  it will  render  in  connection
herewith.

Barry Feiner, a director of Fortune, is acting as counsel to the Placement Agent
with respect to this  Offering.  Mr. Feiner has also  represented  Mr. Blank for
approximately ten years. Because of the possibility that allegations of conflict
of interest could be raised in this  situation,  Mr. Feiner has recused  himself
from  voting on all  Fortune  board of  director  matters  associated  with this
Offering.

PAYMENT FOR THE UNITS SHALL BE MADE BY CHECK PAYABLE TO "FORTUNE ESCROW ACCOUNT"
and  delivered to the  Placement  Agent,  together with an executed copy of this
Subscription  Agreement and  Investment  Letter and the Purchaser  Questionnaire
appended  hereto as EXHIBIT A. Payment may be made by wire transfer  pursuant to
instructions available on request from the Placement Agent.

The Notes will mature on December  31, 2007.  They will bear annual  interest at
the rate of 12%,  payable  quarterly,  commencing  January 1, 1998. The interest
will be computed  on the basis of a 360 day year of twelve  30-day  months.  The
Notes will be subordinated to "Senior Debt" as defined therein.  As of September
30, 1997,  Senior Debt aggregated  $1,893,000.  The Notes will not be personally
guaranteed and there will be no sinking fund,  trustee or indenture with respect
thereto.

                                       2
<PAGE>

Each Note will be convertible,  unless previously  redeemed,  into the Company's
common stock,  par value $0.01,  (the "Common Stock") after April 30, 1999, at a
price  equal to the lower of (i) the higher of $3.00 per share or the average of
the daily "Closing  Price" of the Common Stock,  as defined in the Note, for the
20 consecutive trading days prior to the first closing date of the Offering,  or
(ii) 110% above the average  daily  Closing Price of the Common Stock for the 60
calendar day period  immediately  preceding  May 1, 1999.  Each Note holder will
also have, on one occasion only, an "Alternate  Conversion Right," as defined in
the Note, in the event that the Company should issue shares below the conversion
price prior to May 1, 1999. The conversion rate will be subject to adjustment in
accordance  with  appropriate   anti-dilution   provisions.   Notes  called  for
redemption  will be  convertible  to the close of business on the day before the
date fixed for  redemption.  Note holders will forfeit the accrued  interest for
the  then-current  period  on  Notes  surrendered  for  conversion.  No  cash or
fractional shares will be issued on conversion.

The Notes will be non-redeemable  prior to May 1, 1999.  Thereafter they will be
redeemable  in whole or part on 30 days  notice  at the  option  of the  Company
commencing at 110% of par, plus accrued  interest,  and declining at the rate of
 .056% per month to par on November 1, 2000, plus accrued interest.

For a complete  description of the terms of the Notes,  reference is made to the
form of Note attached hereto as EXHIBIT B.

The holders of a majority of the shares of Common Stock into which the Notes may
be converted (the  "Underlying  Shares")  shall have the right,  on one occasion
only  commencing on January 1, 1999 and  terminating  one year after the date on
which all of the Notes have been  repaid  and/or  converted,  to demand that the
Company  register  the  Underlying  Shares  with  the  Securities  and  Exchange
Commission (the "Commission") and use its best efforts to have such registration
statement  declared  effective.  The Company will also grant the Note purchasers
certain "piggy back" registration  rights with respect to the Underlying Shares.
Anything to the contrary not withstanding,  the Company shall not be required to
register any Underlying Shares which, in the reasonable opinion of the Company's
counsel,  may be sold pursuant to the exemption  from  registration  provided by
Section (k) of Rule 144.

The  undersigned  acknowledges  that the Note he is  purchasing,  as well as any
Underlying Shares into which the Note may be converted, have not been registered
under the  Securities  Act of 1933 (the  "Securities  Act") or  qualified  under
applicable  state  securities  laws  and  that the  transferability  thereof  is
restricted by the registration  provisions of the Securities Act as well as such
state laws.  Based upon the  representations  and  agreements  being made by him
herein,  the  Note is being  sold to him  pursuant  to an  exemption  from  such
registration  provided  by Section 4 (2) of the  Securities  Act and  applicable
state  securities  law  qualification   exemptions.   The  undersigned   further
acknowledges  that the basis  for  these  exemptions  may not be  available  if,
notwithstanding  such   representations,   he  intends  merely  acquiring  these
securities  for a fixed or  determinable  period in the future,  or for a market
rise, or for sale if the market does not rise.  The  undersigned

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<PAGE>

represents  and  warrants  that  he  does  not  have  any  such  intention.  The
undersigned  agrees that the documentation  representing the Note to be received
by him, as well as the  certificates  representing any Underlying  Shares,  will
bear a legend  indicating  that  transfer of these  securities  is restricted by
reason of the fact that they have not been so registered or qualified.

The  undersigned  represents that he is acquiring the Note, and will acquire the
Underlying  Shares if he should convert the Note,  solely for his own account as
principal and not as a nominee or agent,  for  investment  purposes only and not
with a view to resale or other distribution or  fractionalization  thereof,  nor
with the intention of selling, transferring or otherwise disposing of all or any
part of such  securities  for  any  particular  event  or  circumstance,  except
selling,  transferring  or  disposing  of them  upon  full  compliance  with all
applicable provisions of the Securities Act, the Securities Exchange Act of 1934
(the "Exchange  Act"),  the Rules and Regulations  promulgated by the Commission
thereunder,  and any applicable state  securities laws. The undersigned  further
understands  and  agrees  that (i) the  securities  may be sold only if they are
subsequently  registered  under  the  Securities  Act and  qualified  under  any
applicable state securities laws or, in the opinion of the Company's counsel, an
exemption  from such  registration  and  qualification  is  available;  (ii) any
routine sales of  securities  made in reliance upon Rule 144 can be made only in
the  amounts  set  forth in and  pursuant  to the other  terms  and  conditions,
including  applicable  holding  periods,  of that Rule; and (iii) the Company is
under  no  obligation  to  assist  him in  complying  with  any  exemption  from
registration under the Securities Act, or, except as otherwise set forth herein,
to register the Note or Underlying Shares on his behalf.

The  undersigned  represents and warrants that he has received (i) a copy of the
Form of the Note appended hereto as EXHIBIT B; (ii) a copy of the Company's Form
10-K for the fiscal year ended  December 31, 1996 appended  hereto as EXHIBIT C;
(iii) a copy of the Company's  Form 8-K dated March 24, 1997 appended  hereto as
EXHIBIT D; (iv) a copy of the  Company's  Form 8-K dated  April 7 1997  appended
hereto as EXHIBIT E; (v) a copy of the  Company's  Form 8-K dated  April 18 1997
appended  hereto as  EXHIBIT F; (vi) a copy of the  Company's  Form 10-Q for the
quarter ended March 31, 1997  appended  hereto as EXHIBIT G; (vii) a copy of the
Company's  Form 8-K dated June 16, 1997  appended  hereto as EXHIBIT H; (viii) a
copy of the  Company's  Form 10-Q for the quarter  ended June 30, 1997  appended
hereto as EXHIBIT I; (ix) a Description of Risk Factors  relating to the Company
and this  Offering  appended  hereto as EXHIBIT J; (x) a Schedule  of the Use of
Proceeds of this Offering  appended  hereto as EXHIBIT K; and (xi) a Description
of the Company appended hereto as EXHIBIT L, (all of the foregoing documents and
the  Subscription  Agreement  collectively  are  hereinafter  referred to as the
"Information  Documents")  and  that he has  read  and  understood  all of these
documents.

The undersigned also represents and warrants that he (i) has reviewed such other
documents  and  obtained  such other  information  from the  Company as he deems
necessary in order for him to make an informed investment decision; (ii) has had
access

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<PAGE>

to  all  relevant  documents,  instruments,  books,  and  other  records  of  or
pertaining  to the Company and has had the  opportunity  to ask questions of and
receive answers from management and other  representatives  of the Company;  and
(iii) is fully aware of the current business prospects, financial condition, and
operating history as set forth herein and in the Information  Documents relating
to the Company.  Except as may be provided in this  Subscription  Agreement  and
Investment  Letter  and  in the  Information  Documents,  he  warrants  that  no
representations,  statements  or  inducements  were made to him to purchase  the
Note.

The  undersigned  understands  that this  Subscription  agreement and Investment
Letter and the other Information  Documents contain  forward-looking  statements
within  the  meaning  of  Section  27A of the  Securities  Act.  Forward-looking
statements  include  statements  regarding:  future oil and gas  production  and
prices,  future  exploration  and  development  spending,  future  drilling  and
operating plans,  reserve and production  potential of the Company's  properties
and prospects and the Company's business strategy. They are based largely on the
Company's  current  expectations  and are  subject  to a  number  of  risks  and
uncertainties.  Accordingly,  actual events or results  could differ  materially
from those  discussed in the  forward-looking  statements as a result of various
factors  including,  without  limitation,  the  risk  factors  set  forth in the
Description of Risk Factors appended hereto as EXHIBIT J.

THE UNDERSIGNED  UNDERSTANDS  THAT,  BECAUSE OF THE SIGNIFICANT RISK FACTORS SET
FORTH  HEREIN  OR IN  THE  OTHER  INFORMATION  DOCUMENTS,  IF  THE  OFFERING  IS
CONSUMMATED, HE COULD LOSE HIS ENTIRE INVESTMENT.

The undersigned also understands the following:

THE  NOTES  HAVE NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OR ANY  STATE
SECURITIES  LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON  EXEMPTIONS  FROM
THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE NOTES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES  REGULATORY  AUTHORITY NOR
HAS THE COMMISSION OR ANY SUCH  AUTHORITY  PASSED UPON OR ENDORSED THE MERITS OF
THE  OFFERING OR THE  ACCURACY OR ADEQUACY OF THIS  SUBSCRIPTION  AGREEMENT  AND
INVESTMENT LETTER AND/OR THE INFORMATION  DOCUMENTS.  ANY  REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

IN MAKING AN INVESTMENT  DECISION,  INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE PERSON OR ENTITY  CREATING THE  SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING  THE  MERITS  AND  RISKS  INVOLVED.  THESE  SECURITIES  HAVE  NOT BEEN
RECOMMENDED  BY  ANY  FEDERAL  OR  STATE  SECURITIES  COMMISSION

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OR  REGULATORY  AUTHORITY.   FURTHERMORE  THE  FOREGOING  AUTHORITIES  HAVE  NOT
CONFIRMED THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.  ANY  REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY  AND  RESALE  AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT, AND THE APPLICABLE  STATE  SECURITIES  LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT
THEY  WILL  BE  REQUIRED  TO BEAR  THE  FINANCIAL  RISKS  OF  INVESTMENT  FOR AN
INDEFINITE PERIOD OF TIME.

FLORIDA  RESIDENTS ARE ADVISED THAT THESE  SECURITIES  HAVE NOT BEEN  REGISTERED
WITH THE STATE OF FLORIDA. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

PURSUANT TO SECTION  517.061  (11) (A) OF THE FLORIDA  SECURITIES  AND  INVESTOR
PROTECTION  ACT, THE SALE OF SHARES TO A FLORIDA  RESIDENT  SHALL BE VOIDABLE BY
THE  PURCHASER   EITHER  (I)  WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF
CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER,  AN AGENT OF THE ISSUER OR
AN ESCROW  AGENT,  OR (II)  WITHIN  THREE  DAYS AFTER THE  AVAILABILITY  OF THAT
PRIVILEGE  HAS BEEN  COMMUNICATED  TO THE  PURCHASER,  WHICHEVER  OCCURS  FIRST,
PROVIDED,  HOWEVER,  THAT  THERE  ARE MORE  THAN  FIVE  FLORIDA  PURCHASERS.  TO
ACCOMPLISH  SUCH  WITHDRAWAL,  A FLORIDA  RESIDENT  NEED ONLY SEND A LETTER OR A
TELEGRAM TO THE COMPANY AT 515 WEST GREENS ROAD, SUITE 720, HOUSTON, TEXAS 77067
INDICATING  HIS OR HER  INTENTION TO WITHDRAW.  SUCH LETTER OR TELEGRAM  MUST BE
SENT AND POSTMARKED PRIOR TO THE END OF THE APPLICABLE  PERIOD NOTED ABOVE. IF A
LETTER IS SENT,  IT IS  PRUDENT TO SEND IT BY  CERTIFIED  MAIL,  RETURN  RECEIPT
REQUESTED,  TO INSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME AND DATE
OF MAILING.  IF A FLORIDA  RESIDENT MAKES THIS REQUEST ORALLY,  HE OR SHE SHOULD
ASK FOR WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED.

THIS SUBSCRIPTION  AGREEMENT AND INVESTMENT LETTER AND THE INFORMATION DOCUMENTS
HAVE NOT BEEN FILED WITH OR REVIEWED BY THE NEW JERSEY  BUREAU OF  SECURITIES OR
THE  DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY PRIOR TO ITS
ISSUANCE AND USE.  NEITHER THE ATTORNEY  GENERAL NOR THE BUREAU OF SECURITIES OF
THE STATE OF NEW JERSEY HAS PASSED ON OR ENDORSED  THE MERITS OF THIS  OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

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<PAGE>

THIS SUBSCRIPTION  AGREEMENT AND INVESTMENT LETTER AND THE INFORMATION DOCUMENTS
HAVE NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO
THEIR  ISSUANCE AND USE.  THE ATTORNEY  GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS  OFFERING.  ANY  REPRESENTATION  TO THE
CONTRARY IS UNLAWFUL.

THE UNDERSIGNED MAY NOT CONSTRUE THE INFORMATION DOCUMENTS OR ANY COMMUNICATIONS
IN CONNECTION THEREWITH AS LEGAL, TAX OR FINANCIAL ADVICE AND, ACCORDINGLY, MUST
CONSULT HIS OWN LEGAL,  ACCOUNTING  AND/OR  FINANCIAL  ADVISERS  WITH RESPECT TO
LEGAL, TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT.

NOTES SHOULD NOT BE  PURCHASED BY ANY  INVESTORS  SEEKING TAX  ADVANTAGES.  THIS
INVESTMENT IS NOT A TAX SHELTER SINCE IT DOES NOT PROVIDE DEDUCTIONS WHICH WOULD
BE AVAILABLE TO REDUCE  INCOME FROM OTHER  SOURCES.  ACCORDINGLY,  A DECISION TO
PURCHASE THE NOTES SHOULD BE BASED SOLELY ON THE UNDERSIGNED'S EVALUATION OF THE
ECONOMIC CONSIDERATIONS OF THE TRANSACTION.

In  connection  with the  subscription  being made hereby the  undersigned  also
warrants and represents that:

       (a) He has not received any general solicitation or advertising regarding
the Offering or been furnished with any oral  representation or oral information
in  connection  with  the  Offering  which  is not set  forth  herein  or in the
Information Documents;

       (b) He has sufficient  knowledge and experience of financial and business
matters so that he is able to evaluate  the merits and risks of  purchasing  the
Note and has determined that the Note is a suitable investment for him;

       (c) He has the means to provide for his  personal  needs,  possesses  the
ability  to bear the  economic  risk  hereunder  indefinitely,  and can afford a
complete loss of his investment;

       (d) He has carefully  read and reviewed this  Subscription  Agreement and
Investment  Letter, the form of Note, and the other Information  Documents,  and
has asked such questions of the Company's management and received from them such
information as he deems necessary in order for him to make an informed  decision
with respect to the purchase of the Note;

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       (e) He  understands  the meaning of the 12th and 13th  paragraphs of this
Subscription  Agreement and Investment Letter and that the Company will prohibit
the  transfer  of the  undersigned's  Note and  Underlying  Shares  absent  full
compliance  with the Securities  Act, the Exchange Act and all applicable  state
securities laws;

       (f) He has had  substantial  experience  in  previous  private and public
purchases  of  speculative  securities  and is not relying on the  Company,  the
Placement  Agent and/or any of their  respective  affiliates  or attorneys  with
respect to economic or other considerations involved in this investment; and

       (g) He has reviewed carefully the definition of "accredited  investor" as
set forth below and is an  "accredited  investor"  within that  definition.  The
particular  subparagraph or subparagraphs by which the undersigned  qualifies as
such is (are) filled in by him below.

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<PAGE>

                        DEFINITION OF ACCREDITED INVESTOR

The undersigned  represents that he is an "accredited  investor" as that term is
defined in Rule 501 (a) of Regulation D promulgated  under the Securities Act as
follows (CHECK APPLICABLE BOXES):

| |               (a)   Certain   banks,    savings   and   loan   institutions,
                  broker-dealers,   investment   companies  and  other  entities
                  including an employee benefit plan within the meaning of Title
                  I of the Employee  Retirement Income Security Act of 1974 with
                  total  assets in excess of  $5,000,000;  any private  business
                  development  company as defined in Section 202 (a) (22) of the
                  Investment Advisers Act of 1940; any organization described in
                  Section 501 (c) (3) of the Internal  Revenue Code,  not formed
                  for the specific  purpose of acquiring  the Units,  with total
                  assets  in  excess  of  $5,000,000;  any  director,  executive
                  officer  or general  partner  of the issuer of the  securities
                  being offered or sold, or any director,  executive  officer or
                  general  partner of a general  partner of that issuer;  or any
                  trust with total assets in excess of $5,000,000 not formed for
                  the specific  purpose of  acquiring  the  securities  offered,
                  whose  purchase  is  directed  by a  sophisticated  person  as
                  described in Section 230.506 (b) (2) (ii) of Regulation D

| |               (b) Any natural person whose  individual  net worth,  or joint
                  net  worth  with  that  person's  spouse,  at the  time of his
                  purchase exceeds $1,000,000;

| |               (c) Any natural person who had an individual  income in excess
                  of $200,000  or, with that  person's  spouse a joint income in
                  excess of $300,000  in each of the two most  recent  years and
                  who  reasonably  expects an income in excess of  $200,000,  or
                  $300,000 with that person's spouse, in the current year; or

| |              (d)  Any  entity  in  which  all  of  the  equity  owners  are
                  accredited investors under any of the paragraphs above.

In connection  with the foregoing  representations  the undersigned has appended
hereto as  EXHIBIT  A, a  Purchaser  Questionnaire  which he has  completed  and
executed.  He represents and warrants that the  information set forth therein as
well as all other information which he is furnishing to the Company with respect
to his financial  condition and business  experience is accurate and complete as
of the date hereof and he covenants  that, in the event a material change should
occur in such  information,  he will  immediately  provide the Company with such
revised or corrected information.

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<PAGE>

All notices,  requests, demands and other communications under this Subscription
Agreement  shall be in writing  and shall be deemed to have been given only when
delivered in person or, if mailed,  when mailed by certified or registered  mail
prepaid,  to the parties at their respective  addresses set forth herein,  or at
such other  address  as my be given in writing in future by either  party to the
other.

The undersigned acknowledges and agrees that:

         (a) He has full power and authority to enter into this Agreement which,
upon his execution,  will constitute a valid and legally  binding  obligation by
him;

         (b)  The  Company  may,  in  its  sole   discretion   (i)  reject  this
Subscription  Agreement  in  whole  or in part;  and  (ii)  accept  subscription
agreements other than in the order received;

         (c) If for any reason this Offering does not close or the undersigned's
subscription  is not  accepted by the  Company,  the  undersigned  shall have no
claims against the Company,  the Placement Agent, or their respective  officers,
directors,  employees  or  affiliates  and shall have no  interest in the Notes,
Underlying Shares or the Company;

         (d) Neither he nor any affiliate of his is an officer,  director,  
employee or affiliate of any member of the NASD;

         (e) He shall  indemnify  and hold  harmless the Company,  the Placement
Agent  and their  respective  officers,  directors,  employees,  affiliates  and
attorneys against any loss, liability, claim, damage or expense, (including, but
not  limited to, any and all  expenses  reasonably  incurred  in  investigating,
preparing or defending  against any  litigation  commenced or  threatened or any
claim)  arising  out of or based upon any false  representation  or  warranty or
breach or failure by the  undersigned  to comply with any  covenant or agreement
made  by him  herein  or in any  other  document  provided  by him to any of the
foregoing in connection with this transaction;

         (f)  The  representations,   warranties  and  agreements  made  by  the
undersigned set forth herein shall survive the closing of the Offering;

         (g) Neither this Subscription Agreement nor any provisions hereof shall
be modified,  discharged or terminated except by an instrument in writing signed
by the party  against  whom any waiver,  change,  discharge  or  termination  is
sought;

         (h) The laws of the State of Texas shall govern the  interpretation and
enforcement  of this  Subscription  Agreement.  In the event of a  dispute,  the
undersigned  agrees  that any law suit  brought  to  enforce  or  interpret  the
provisions  hereof shall be brought in state or federal courts,  as appropriate,
in Harris County,  Texas,  and the undersigned  agrees to submit to the personal
jurisdiction of such court;

                                       10
<PAGE>

         (i) This Subscription  Agreement may be executed in counterparts,  each
of which shall be deemed an original, but all of which shall constitute the same
instrument; and

         (j) This Subscription Agreement constitutes the entire agreement of the
parties  hereto,  and  supersedes all prior  understandings  with respect to the
subject matter hereof.

THE UNDERSIGNED  ACKNOWLEDGES THAT THIS SUBSCRIPTION AGREEMENT CONSISTS OF PAGES
AND INCLUDES EXHIBITS A THROUGH L.


                                       11
<PAGE>

A.     SUBSCRIPTION;


Principal amount of Notes $_________________


B.     MANNER IN WHICH TITLE IS TO BE HELD  (Please check One):



1.    | |  Individual                     7.    | |   Trust/Estate/Pension or
                                                      Profit Sharing Plan, and
                                                      date Opened:______________

2.    | |  Joint Tenants with Right of    8.    | |   As a Custodian for________
                    Survivorship                      __________________________
                                                      UGMA __________(State)

3.    | |  Community Property

4.    | |  Tenants in Common               9.   | |   Married with 
                                                      Separate Property

5.    | |  Corporation/Partnership        10.   | |   Keogh

6.    | |  IRA                            11.   | |   Tenants by the Entirety

12.     Other  _________________________________________________________________


                                       12
<PAGE>

C.     TITLE:

PLEASE  GIVE THE EXACT AND  COMPLETE  NAME IN WHICH TITLE TO THE NOTES ARE TO BE
HELD:





IN WITNESS WHEREOF, the Subscriber has executed this Agreement on the ________
day of ________________, 1997.



Signature:  ____________________       Signature:  _____________________



Name: __________________________       Name:  __________________________


Title (if applicable): _________________________________________________

Street Address:  _______________________________________________________

City:  ______________________    State:  ___________    ZIP:  __________

Telephone:  (___) _____________________

Social Security or Federal Tax ID Number:  _____________________________

                      ***DO NOT WRITE BELOW DOTTED LINE***
--------------------------------------------------------------------------------

ACCEPTED ON BEHALF OF THE COMPANY:

FORTUNE NATURAL RESOURCES CORPORATION

BY:  ________________________________        No. of Notes:  ____________
     Name:  Tyrone J. Fairbanks              Aggregate Principal
     Title: President and Chief              Amount of Note:  __________
            Executive Officer