[Letterhead of Fortune Natural Resources Corporation]



November 2, 1998



Ronald Nowak
President and Chief Executive Officer
3DX Technologies Inc.
12012 Wickchester, Suite 250
Houston, TX 77079

Dear Ron:

      This  letter of intent  shall set  forth the  current  understandings  and
initial  agreements  which have been reached  between our respective  companies,
pursuant to which Fortune will acquire 3DX via a tax-free merger transaction.

      We have agreed that, in consideration  for the acquisition of 3DX, Fortune
will, at the closing of the transaction  contemplated  herein,  (i) issue to the
shareholders  of 3DX  three-quarters  (0.75)  of a share of the  $.01 par  value
common stock of Fortune (the "Fortune Common") for each share of the outstanding
common stock of 3DX, not to exceed 6,865,431 shares of Fortune common stock plus
an  additional  100,000  shares  of  Fortune  common  stock  to  be  issued  for
obligations undertaken by 3DX in the normal course of business prior to the date
of this agreement,  (ii) reserve an additional  923,778 shares of Fortune common
stock to be issued upon the exercise of outstanding 3DX options and warrants and
(iii) provide for an incentive,  up to a maximum aggregate  additional 3,862,605
shares of Fortune  Common,  to be earned and  distributed  on or about two years
from closing,  if certain  disproportionate  contributions  to Fortune's  proved
reserves are made in future years, as established by its  independent  petroleum
engineers, in accordance with the following formula.

      In  the  event  that  proved  reserves  attributable  to  the  exploration
properties  acquired by Fortune from 3DX are booked by Fortune  during or at the
end of the  two-year  period and such proved  reserves  exceed  proved  reserves
booked by Fortune and  attributable to exploration  properties  other than those
exploration  properties  acquired from 3DX, the difference (the "3DX Exploration
Reserves")  will be used to  calculate  the  number of  additional  shares to be
issued.  Such shares shall be issued at the rate of one (1) share for every nine
(9) MCFE of 3DX Exploration Reserves. No such shares, however, will be issued in
the event the closing price of Fortune Common averages $3.50 for any consecutive
thirty-day period prior to December 31, 2000.

      In addition to the additional  contingencies  discussed below, such merger
shall be subject to approval by the boards of directors of both Fortune and 3DX,
the filing by Fortune and  effectiveness  of a registration  statement under the
Securities   Act  of   1933,   clearance   for   the   transaction   under   the
Hart-Scott-Rodino  Antitrust  Improvements Act of 1976 ("HSR"), and the approval
of this transaction by the shareholders of Fortune and 3DX.


<PAGE>


Mr. Ronald Nowak
November 2, 1998
Page 2 of 4



      Concurrently  with  the  execution  of  the  definitive  merger  agreement
contemplated  hereby,  all officers and directors of 3DX and any entities  which
such officers and directors  control or represent shall execute (i) stock voting
agreements  binding each to vote in favor of this  proposal and (ii) a "lock-up"
agreement,  whereby  the  ability  of each to trade  the  Fortune  common  stock
received by each in consideration of this merger shall be restricted  during the
six-month period following the closing of the transaction  contemplated  hereby.
All such  stock  shall  bear  appropriate  legends  regarding  the  terms of the
lock-up.

      The parties hereto contemplate that,  following approval of this letter of
intent,  they will enter in good faith into a period of completing due diligence
reviews  and  will  commence  the  preparation  of  the  documents,  agreements,
applications,  proxies,  and other documents necessary to implement their mutual
intent hereunder. The parties contemplate that this transaction will require the
approval  of the  shareholders  of  both  Fortune  and  3DX  pursuant  to  proxy
statements calling special meetings of shareholders.  Such proxy statements will
be included in the  registration  statement to be filed with the  Securities and
Exchange  Commission covering the shares of Fortune common stock to be issued in
connection with this transaction. Each party will bear and pay its own costs and
expenses  incurred by it in  connection  with this  transaction,  including  the
preparation of all documents and agreements associated therewith.

      The parties further  contemplate that each will move forward in good faith
toward  finalizing  their  respective  due  diligence,  preparing the definitive
merger agreement and other necessary closing documents, obtaining HSR clearance,
and  obtaining  the  approval  of  their  respective  boards  of  directors  and
shareholders. Upon approval of the transaction contemplated hereby by each board
of directors,  the parties shall  endeavor,  not later than December 1, 1998, to
enter  into the  definitive  merger  agreement  and,  as quickly  thereafter  as
possible,   file  the  proposed   registration   statement  with  the  SEC.  The
registration  statement  shall  include  the  recommendation  of each  board  of
directors  to their  respective  shareholders  for  approval of the  transaction
contemplated  hereby. It is anticipated that the shareholders of each party will
be asked on or before February 1, 1999 to approve this transaction.

      The definitive  merger  agreement  covering the  transaction  contemplated
hereby will include standard form representations and warranties,  substantially
alike for  Fortune  and 3DX in those  instances  where  necessary  or  required,
appropriate for transactions of a similar nature, including, but not limited to,
disclosure  of all  material  liabilities  and  existence  of good  title to all
assets.  3DX  recognizes,  however,  that the nature of the  merger  transaction
contemplated hereby may dictate that not all provisions of the definitive merger
agreement be reciprocal.  The definitive merger agreement shall also provide for
the integration  into Fortune's  benefit plans of all 3DX employees  retained by
Fortune, counting the tenure of such employees with 3DX as tenure with Fortune.


<PAGE>

Mr. Ronald Nowak
November 2, 1998
Page 3 of 4


      As an inducement to Fortune to proceed with the  preparation of definitive
agreements to implement the arrangements  contemplated by this letter of intent,
3DX will not, directly or indirectly,  through any employee,  officer, director,
agent or  otherwise,  (i)  solicit or  initiate,  or  encourage  submission  of,
inquiries,  proposals or offers from any potential acquiror relating to any sale
of all or substantially all of the assets of 3DX or any merger, consolidation or
other similar transaction  involving 3DX, or (ii) participate in any discussions
or  negotiations  regarding,  or furnish to any person or entity any information
with respect to, any such transaction.  In the event that 3DX, at any time after
the  execution  of this  letter of intent and its  approval by the board of 3DX,
breaches the provisions of the preceding  sentence or is involuntarily  acquired
by a third party, then Fortune shall be entitled to the payment, within five (5)
days,  of the  sum of  $1,000,000  as  liquidated  damages.  If,  following  the
execution of the definitive merger agreement,  the merger contemplated hereby is
not  consummated  due to the  failure or  inability  of either  party to proceed
(except as provided in the preceding portion of this paragraph),  the failure of
the  representations or warranties made by either party, or the breach by either
party of any of the terms or provisions  of the  agreement  between the parties,
the  non-breaching  party  shall be  entitled  to the  immediate  payment by the
breaching party of the sum of $500,000 as liquidated damages.

      Each  party   agrees   that  it   remains   bound  by  the  terms  of  the
confidentiality  agreements  previously  entered  into by each.  Each party will
issue a press  release  acceptable  in form  and  substance  to the  other  upon
approval  of this  letter  of intent by their  respective  boards of  directors.
Further,  each party shall file a Form 8-K with the SEC  disclosing the material
terms of this transaction.

      The parties will each continue to operate their  businesses and operations
from the date hereof through the closing of the transaction  contemplated hereby
in a reasonable  and prudent  manner so as to not cause or allow a material loss
or decline in the value, use, or contemplated benefit of their respective assets
or any portion  thereof.  Further,  neither party shall take any action to enter
into any agreement prior to the closing of the transaction  contemplated  hereby
for the  issuance  of a  significant  number  of  additional  shares of stock or
securities convertible into stock or otherwise take steps to alter their capital
structure  without the prior written consent of the other. 3DX shall not sell or
encumber,  or  enter  into  any  agreement  to  sell  or  encumber,  any  of its
properties,  leases,  prospects,  or other  assets  without  the  prior  written
approval  of  Fortune.  Fortune  shall,  prior  to  the  sale,  acquisition,  or
encumbrance of any assets, advise 3DX of its intention and shall provide it with
the details of the transaction.

      This letter of intent may be  terminated  either by the mutual  consent of
3DX and Fortune or by either party if a definitive merger agreement has not been
entered into prior to December 31, 1998  (unless  extended by mutual  agreement)
and the failure to do so was not the result of the  terminating  party's failure
to negotiate in good faith.  In the event the failure to reach such agreement is
the result of bad faith by one party hereto,  the  non-breaching  party shall be
entitled to recover from the breaching  party as liquidated  damages,

<PAGE>


Mr. Ronald Nowak
November 2, 1998
Page 4 of 4


following  termination of this letter of intent,  the greater of $100,000 or the
actual costs incurred by the non-breaching  party in attempting to negotiate the
terms of the definitive merger agreement.

      The parties  understand  that the merger  agreement to be prepared will be
the definitive  agreement and hereby  stipulate that this letter is not intended
to be and shall not be  construed  as a binding  agreement  between the parties.
Notwithstanding  the foregoing,  the parties  acknowledge that each, by entering
into this letter of intent, will begin to expend considerable sums in commencing
due diligence,  preparing and negotiating the definitive merger  agreement,  and
preparing  and  filing  appropriate  documents  with the SEC.  The terms of this
letter of intent  shall not  survive  the  execution  of the  definitive  merger
agreement and, except for the specific provisions concerning confidentiality and
the payment of liquidated damages, neither party hereto shall be bound to any of
the terms or provisions herein set forth until the formal agreements  reflecting
this  transaction are prepared and are duly approved by each party's  respective
board of directors and shareholders, as necessary.

      Fortune has received a commitment from a third party investor for funds to
be used by Fortune for the  acquisition of 3DX and to facilitate the exploration
and  development  of the  acquired  3DX  properties.  However,  Fortune  and 3DX
acknowledge  that  Fortune,  after the merger,  shall  exercise  prudence in all
decisions   concerning  the  acquisition  of  properties  and  their  subsequent
exploration and development.

      If this letter correctly sets forth our discussions to date and you accept
the offer which has presented by Fortune, please date, sign, and return one copy
of it to the undersigned immediately.

Very truly yours,


/s/ Tyrone J. Fairbanks
-------------------------------------
Tyrone J. Fairbanks
President and Chief Executive Officer


ACCEPTED AND AGREED TO
this 2nd day of November, 1998

3DX TECHNOLOGIES INC.


By: /s/ Ronald Nowak
    --------------------------------                          
    Ronald Nowak
    President and Chief Executive Officer