FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT  AGREEMENT (the  "AMENDMENT") is entered
into  as of  November  3,  1997  among  Fortune  Natural  Resources  Corporation
(formerly Fortune Petroleum Corporation),  a Delaware corporation  ("Borrower"),
Credit  Lyonnais  New York Branch,  as Agent (in such  capacity,  "AGENT"),  and
certain  LENDERS  (herein so  called)  named on  SCHEDULE  2.1 (as  amended  and
supplemented  from  time  to  time)  of the  Credit  Agreement  (as  hereinafter
defined).

                                 R E C I T A L S
                                 - - - - - - - -

         A. Borrower,  Lenders,  and Agent  entered  into that  certain  Credit
Agreement dated as of July 11, 1997 (the "CREDIT  AGREEMENT").  Unless otherwise
indicated herein,  all terms used with their initial letter capitalized are used
herein with their  meaning as defined in the Credit  Agreement,  and all Section
references are to Sections in the Credit Agreement.

         B. Borrower has  requested  that the Lenders  permit  Borrower to incur
certain additional Debt in an aggregate  principal amount of up to $4,500,000.00
which Debt shall be subordinate and junior in all respects to the Obligation.

         C. The Lenders are willing to amend the Credit Agreement, as requested,
to permit such additional  subordinated  Debt but only upon the condition,  that
Borrower and the Lenders shall have executed and  delivered  this  Amendment and
that Borrower shall have fully satisfied the terms and conditions hereof.

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged, Borrower, Agent and the Lenders hereby agree, as follows:

PARAGRAPH 1.  AMENDMENTS  TO CREDIT  AGREEMENT.  The Credit  Agreement is hereby
amended, as follows:

         1.1   Definitions.

               (a) The definition of  "SUBORDINATED  DEBT"  appearing in SECTION
         1.1 is amended, in its entirety, to read as follows:


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<PAGE>

                           SUBORDINATED   DEBT  means,  at  any  time,  (a)  the
                           Subordinated    Debentures    (10-1/2%),    (b)   the
                           Subordinated  Notes (12%),  and (c) any Debt that (i)
                           is used solely for the  redemption  and repurchase of
                           (and may never exceed) the  Subordinated  Notes (12%)
                           and related,  customary  transactional expenses, (ii)
                           is subject to subordination,  payment  blockage,  and
                           standstill   provisions  at  least  as  favorable  to
                           Lenders as those applicable to the Subordinated Notes
                           (12%)  under the terms  thereof,  this  agreement  or
                           otherwise,   (iii)  is  subject  to  representations,
                           covenants, events of default and other provisions not
                           significantly  more  onerous to  Borrower  than those
                           applicable to the Subordinated  Notes (12%), and (iv)
                           does not have a net effective  interest rate which is
                           greater than that of the Subordinated  Notes (12%) or
                           any scheduled or mandatory  principal or sinking fund
                           payment due before the Stated-Termination Date.

         (b)  SECTION  1.1 is  further  amended  by  adding  the  following  new
definitions  thereto,  such  definitions to appear in  appropriate  alphabetical
order therein:

                           APPROVED  ACQUISITION  means the  acquisition  by any
                           Restricted Company of Mineral Interests in which such
                           Restricted  Company  shall acquire from the seller(s)
                           thereof indefeasible title to such Mineral Interests,
                           subject to no Liens other than Permitted  Liens,  and
                           with  respect  to which  (i)  written  notice of such
                           acquisition,  together  with  copies of all  material
                           documents,   instruments,   reports  and   agreements
                           entered  or  to  be  entered   into  or  prepared  in
                           connection therewith or relating thereto,  including,
                           without limitation, all material engineering reports,
                           environmental reports, title reports or opinions, and
                           other  due  diligence  information  related  to  such
                           acquisition    (collectively,     the    "Acquisition
                           Documents") shall have been delivered to the Agent at
                           least  fifteen (15)  Business  Days prior to the date
                           that the transactions contemplated by the Acquisition
                           Documents  are to be  consummated  (the  "ACQUISITION
                           DATE"),   and  (ii)  such  Mineral  Interests  to  be
                           acquired  and  the  terms  and   provisions   of  the
                           Acquisition  Documents  shall have been approved,  in
                           writing,  on or prior to the Acquisition  Date by the
                           Determining  Lenders,  in the  exercise of their sole
                           discretion.

                           APPROVED  DEVELOPMENT  PROJECT means the  development
                           for the production of oil, gas or other  hydrocarbons
                           by  any   Restricted   Company  of  certain   Mineral
                           Interests  in  which  such  Restricted  Company  owns
                           indefeasible  title,  subject to no Liens  other than
                           Permitted  Liens,  and  with  respect  to  which  (i)
                           written notice of such development project,  together
                           with copies of all material  documents,  instruments,
                           reports and agreements  entered or to be entered into
                           or  prepared  in  connection  therewith  or  relating
                           thereto,    including,    without   limitation,   all
                           working-interest owner proposals,  authorizations for
                           expenditure,  cost  estimates,  material  engineering
                           reports, and other due diligence  information related
                           to  such  development  project   (collectively,   the
                           "Development  Project  Documents")  shall  have  been
                           delivered to the Agent at least fifteen (15) Business
                           Days prior to the date that such development  project
                           commences (the "Development  Commencement Date"), and
                           (ii) such  Development  Project  Documents shall have
                           been  approved,  in  writing,  on  or  prior  to  the
                           Development  Commencement  Date  by  the  Determining
                           Lenders, in the exercise of their sole discretion.

                           SUBORDINATED  DEBENTURES  (10-1/2%) means the 10-1/2%
                           Convertible  Subordinated Debentures due December 31,
                           1997 issued by  Borrower,  not to exceed an aggregate
                           principal amount outstanding of $1,028,000.00.

                           SUBORDINATED   NOTES   (12%)   means   (a)   the  12%
                           Convertible Subordinated Promissory Notes dated as of
                           November 3, 1997 in the aggregate  original principal
                           amount of $1,350,000.00, due December 31, 2007 issued
                           by Borrower,  and (b) any additional Debt incurred by
                           Borrower  on or  before  December  31,  1997,  not to
                           exceed an aggregate  principal amount  outstanding of
                           $3,150,000.00,   the  terms  and  provisions  of  the
                           instruments  and  agreements  governing such Debt are
                           the  same  as  those  contained  in  the  instruments
                           described in the immediately preceding clause (a).


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<PAGE>


         1.2 Amendment  to SECTION  2.1(C)  SECTION  2.1(C) is amended,  in its
entirety, to read as follows:

                  The Commitment Usage may never exceed the lesser of either the
                  total Commitments for the Revolving  Facility or the Borrowing
                  Base.

         1.3 Amendment to SECTION 2.6(B). SECTION 2.6(B) is amended by replacing
the first sentence contained therein, in its entirety, with the following:

                  The  Borrowing  Base  shall  be  redetermined  by the  Lenders
                  semi-annually  through the Termination  Date,  within four (4)
                  months after each December 31 and June 30, with the first such
                  Borrowing Base redetermination under this Agreement to be made
                  on or before October 31, 1997 for the Mortgaged  Properties as
                  of June 30, 1997, in accordance with the standard  engineering
                  and lending policies and practices customary for loans of this
                  nature  and  on  the  basis  of  information  supplied  by the
                  Borrower in compliance  with the provisions of this Agreement,
                  including,  without limitation,  the Reserve Reports,  and all
                  other information available to the Lenders.

         1.4  Amendment to SECTION  3.2(C).  SECTION  3.2(C) is amended,  in its
entirety, to read as follows:

                           (c)      Revolving Facility-Mandatory Prepayments.
                                    (1) At any time a Borrowing-Base  Deficiency
                  exists,  Borrower  shall make  prepayments  to Agent (with any
                  related Funding Loss) under the Revolving Facility so that (i)
                  such  Borrowing  Base  Deficiency has been reduced by at least
                  50% within 30 days after notice from Agent of the existence of
                  such Borrowing Base Deficiency,  and (ii) such  Borrowing-Base
                  Deficiency no longer  exists by the sixtieth  (60th) day after
                  notice from the Agent of the existence of such  Borrowing Base
                  Deficiency.

                                    (2) Borrower shall make prepayments to Agent
                  (with any related  Funding Loss) under the Revolving  Facility
                  in an amount equal to the lesser of (i) the excess, if any, of
                  (x) the aggregate gross proceeds received from the issuance of
                  the  Subordinated   Notes  (12%),   less  all  reasonable  and
                  customary out-of-pocket fees and expenses incurred by Borrower
                  in connection therewith, over (y) $2,500,000.00,  and (ii) the
                  Principal  Debt   outstanding   on  October  31,  1997;   such
                  prepayments,  if any,  being due and payable from time to time
                  within  one  Business  Day of  Borrower's  receipt of any such
                  proceeds from the issuance of the Subordinated  Notes (12%) in
                  excess of $2,500,000.00.

         1.5  Amendment  to  SECTION  7.1.  SECTION  7.1(A) is  amended,  in its
entirety, to read as follows:

                           (a)  Borrower  will  use  LCs for  general  corporate
                  purposes and the proceeds of  Borrowings  under the  Revolving
                  Facility  for  financing  (i) the  purchase  price of Approved
                  Acquisitions,  and  (ii) the  development  costs  incurred  in
                  connection with Approved Development Projects.

                                       3
<PAGE>

         1.6 Amendment to SECTIONS  9.2(B) and (C).  SECTION  9.2(B) and SECTION
9.2(C) are amended, in their entirety, to read, respectively, as follows:

                           (b)        Pay or cause to be paid any  principal of,
                  or any interest on, any of its Debt except (i) the Obligation,
                  (ii) any of its other  Senior Debt if no Default or  Potential
                  Default exists, (iv) the Subordinated  Debentures (10-1/2%) if
                  no Default or Potential Default exists and regular,  scheduled
                  payments of accrued interest on any other Subordinated Debt if
                  no  Default  or  Potential  Default  exists  or  would  result
                  therefrom,   and  (v)  conversions  of  Subordinated  Debt  in
                  accordance with its terms to equity issued by Borrower.

                           (c)        Amend,  modify,  renew or extend the terms
                  of the Subordinated  Debentures (10-1/2%),  or amend or modify
                  the terms of any other  Subordinated  Debt to any extent  that
                  (i) any of the applicable subordination,  payment blockage, or
                  standstill provisions are less favorable to Lenders than exist
                  for such Subordinated  Debt on the date of its issuance,  (ii)
                  the applicable representations,  covenants, events of default,
                  and  other  provisions  are  significantly   more  onerous  to
                  Borrower than exist for such  Subordinated Debt on the date of
                  its  issuance,  or  (iii)  the  net  effective  interest  rate
                  applicable to such Subordinated Debt is increased or scheduled
                  or mandatory  principal  or sinking  fund payment  obligations
                  before the Stated-Termination Date are made applicable to such
                  Subordinated Debt.

         1.7  Amendment  to  SECTION  10.3.  SECTION  10.3  is  amended,  in its
entirety, to read as follows:

                           10.3 Coverage of Subordinated  Debentures  (10-1/2%).
                  The value of all investments of Borrower permitted pursuant to
                  paragraphs  1-8 on Schedule  9.8, plus all cash on hand, to be
                  less  than   $1,028,000.00   at  any  time  during  which  any
                  Subordinated Debentures (10-1/2%) remain outstanding.

         1.8  Amendment to  Compliance  Certificate.  The last  section  (headed
"Section  10.3  Coverage  of  Subordinated  Debt*") of EXHIBIT D-4 to the Credit
Agreement is amended, in its entirety, to read as follows:

                                       4
<PAGE>
<TABLE>
<CAPTION>


               COVENANT                                 AT END OF SUBJECT PERIOD
================================================================================
  <S>                                               <C>            <C> 

  Section 10.3  COVERAGE OF SUBORDINATED DEBENTURES
                               (10-1/2%)*
  ------------------------------------------------  -------------  -------------
  (a)           Investments (permitted pursuant     $
                    to 1- 8 of Schedule 9.8 to
                    Credit Agreement) at the end
                    of the Subject Period           -------------  -------------
 
  (b)           Cash Balance at the end of          $
                    the Subject Period              -------------  -------------
 
  (c)           SUM of Line (a) plus Line (b)       $
                                                    -------------  -------------
  (d)           MINIMUM                                            $1,028,000.00
================================================================================
</TABLE>

                 *  Covenant  applicable  only  if any  Subordinated  Debentures
(10-1/2%) remain outstanding.

PARAGRAPH 2. AMENDMENT  EFFECTIVE DATE. This Amendment shall be binding upon all
parties  to the Loan  Documents  on the last day upon  which the  following  has
occurred:

                  (a)         Borrower  shall have  delivered  to Agent true and
         correct  copies of (i) all  documents  evidencing  or  relating  to the
         issuance of that portion of the  Subordinated  Notes (12%) described in
         CLAUSE (A) of the definition thereof,  together with evidence that such
         documents have been filed with all  Governmental  Authorities as may be
         required under applicable Laws and that the  transactions  contemplated
         thereby have been consummated; and

                  (b)         Counterparts  of this  Amendment  shall have been
         executed and delivered to Agent by Borrower,  Agent, and the Lenders or
         when Agent shall have received  telecopied,  telexed, or other evidence
         satisfactory  to it  that  all  such  parties  have  executed  and  are
         delivering to Agent counterparts thereof.

Upon  satisfaction of the foregoing  conditions,  this Amendment shall be deemed
effective  on and as of  November  3, 1997  (the  "AMENDMENT  EFFECTIVE  DATE");
provided,  however, that if no portion of the Subordinated Notes (12%) have been
issued,  or the foregoing  conditions  shall not have been fully  satisfied,  by
November 15, 1997,  this Amendment shall be null and void ab initio and shall be
of no further effect.

PARAGRAPH 3. REPRESENTATIONS AND WARRANTIES. As a material inducement to Lenders
to execute and deliver this Amendment,  Borrower hereby  represents and warrants
to Lenders (with the knowledge and intent that Lenders are relying upon the same
in entering into this  Amendment) the  following:  (a) the  representations  and
warranties in the Credit  Agreement and in all other Loan Documents are true and
correct on the date hereof in all material respects,  as though made on the date
hereof;  (b) except for matters  being waived in this  Amendment,  no Default or
Potential  Default  exists under the Loan  Documents;  and (c) the  transactions
regarding the issuance,  amount,  terms and use of proceeds of the  Subordinated
Notes (12%) have been  accurately  and  completely  described  in the  documents
provided to the Agent pursuant to PARAGRAPH 2(A) above.

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<PAGE>


PARAGRAPH 4.  MISCELLANEOUS.

         4.1          EFFECT ON LOAN  DOCUMENTS.  The Credit  Agreement  and all
related  Loan  Documents  shall remain  unchanged  and in full force and effect,
except as provided in this Amendment,  and are hereby ratified and confirmed. On
and after the Amendment Effective Date, all references to the "Credit Agreement"
shall be to the Credit Agreement as herein amended. The execution, delivery, and
effectiveness of this Amendment shall not, except as expressly  provided herein,
operate as a waiver of any Rights of the Lenders  under the Credit  Agreement or
any Loan  Documents,  nor constitute a waiver under the Credit  Agreement or any
other provision of the Loan Documents.

         4.2         REFERENCE TO MISCELLANEOUS  PROVISIONS.  This Amendment and
the other  documents  delivered  pursuant to this Amendment are part of the Loan
Documents  referred to in the Credit Agreement,  and the provisions  relating to
Loan Documents set forth in SECTION 14 are incorporated  herein by reference the
same as if set forth herein verbatim.

         4.3         COSTS AND  EXPENSES.  Borrower  agrees to pay  promptly the
reasonable  fees and  expenses  of counsel  to Agent for  services  rendered  in
connection  with the  preparation,  negotiation,  reproduction,  execution,  and
delivery of this Amendment.

         4.4  COUNTERPARTS.  This  Amendment  may be  executed  in a  number  of
identical  counterparts,  each of which  shall be  deemed  an  original  for all
purposes,  and all of which  constitute,  collectively,  one agreement;  but, in
making proof of this Amendment,  it shall not be necessary to produce or account
for more than one such counterpart. It is not necessary that all parties execute
the same counterpart so long as identical counterparts are executed by Borrower,
each Lender, and Agent.

         4.5 THIS WRITTEN  AGREEMENT  REPRESENTS THE FINAL  AGREEMENT  AMONG THE
PARTIES AND MAY NOT BE  CONTRADICTED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS,  OR
SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
AMONG THE PARTIES.

      [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.]

                                       6
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment in
multiple counterparts effective as of the Amendment Effective Date.


                                       FORTUNE NATURAL RESOURCES 
                                       CORPORATION, as Borrower

                                       By      /s/ Tyrone J. Fairbanks
                                               ---------------------------------
                                       Name    Tyrone J. Fairbanks
                                               ---------------------------------
                                       Title   President and CEO
                                               ---------------------------------


                                       CREDIT LYONNAIS NEW YORK BRANCH,
                                       as Agent

                                       By      /s/ Philippe Soustra
                                               ---------------------------------
                                       Name    Philippe Soustra
                                               ---------------------------------
                                       Title   Senior Vice President
                                               ---------------------------------

                                       LENDERS:


                                       CREDIT LYONNAIS NEW YORK BRANCH,
                                       as a Lender

                                       By      /s/  Philippe Soustra
                                               ---------------------------------
                                       Name    Philippe Soustra
                                               ---------------------------------
                                       Title   Senior Vice President
                                               ---------------------------------

                                      7