#### FIRST AMENDMENT TOOFFICE LEASE AGREEMENT

This
First Amendment to Office Lease Agreement (First Amendment), by and
between PARKWAY PROPERTIES, LP, a Delaware limited partnership
(Landlord), and FORTUNE NATURAL RESOURCES CORPORATION,a
Delaware corporation (Tenant), is dated as of the 12th
day of April 2001 (Effective Date).

WITNESSETH:

WHEREAS, Brookdale Investors,
L.P. ("Former  Landlord")  and Fortune Petroleum  Corporation ("Former Tenant")
heretofore entered into that certain Lease Agreement dated January 4, 1996
("Lease"); and

WHEREAS,
Landlord and Tenant have succeeded all of the rights, title and interest of
Former Landlord and Former Tenant as successors in interest under the Lease; and

WHEREAS,
under and pursuant to the terms of the Lease, Tenant has leased from Landlord
certain office space located on the seventh (7th) floor and
containing approximately 5,427 square feet of Rentable Area, as more
particularly described in the Lease (Premises) in that certain
office building commonly known as One Commerce Green which is located at 515
West Greens Road, Houston, Harris County, Texas, as more particularly described
in the Lease; and

WHEREAS,
the Lease Term is scheduled to expire on May 31, 2001 and Landlord and Tenant
desire that the Lease Term be extended as and upon the terms and conditions
hereinafter specified; and

WHEREAS,
Landlord and Tenant desire to amend and modify the Lease in certain respects,
and to make certain additional agreements, as more particularly set forth
hereinbelow;

NOW,
THEREFORE, in consideration of the Premises, the mutual agreements of the
parties herein contained and other good and valuable consideration, the receipt
and sufficiency of all of which is hereby acknowledged and confessed, Landlord
and Tenant hereby agree as follows:

1.    
    Defined Terms and
References.   All capitalized terms used herein that are not defined herein
shall have the same meanings ascribed to such terms in the Lease, except to the
extent that the meaning of such term is specifically modified by the provisions
hereof. In addition, other terms not defined in the Lease but defined herein
will, when delineated within initial capital letters, have the meaning ascribed
thereto in this First Amendment. Terms and phrases which are not delineated by
initial capital letters shall have the meaning commonly ascribed thereto.

2.   
     Lease Term.   The Lease Term for the Premises
shall be extended by sixty (60) full  calendar  months from June 1, 2001 and shall  expire on
May 31, 2006 ("Lease Term").

3.   
     Base  Rent.   From
and after  June 1,  2001,  Annual  Base Rent per
square foot for the  Premises,  subject to adjustment as provided in the
Lease, shall be as follows:

|06/01/2001 - 05/31/2002: | $17.00 per square  foot of  Rentable Area
|------------------------ | -----------------------------------------
|06/01/2002 - 05/31/2003: | $17.50 per square  foot of  Rentable Area
|06/01/2003 - 05/31/2004: | $18.00 per square  foot of  Rentable Area
|06/01/2004 - 05/31/2005: | $18.50 per square  foot of  Rentable Area
|06/01/2005 - 05/31/2006: | $19.00 per square  foot of  Rentable Area

4.   
     Additional Rental.   From
June 1, 2001 through the expiration of the Lease
Term, Expense Stop shall mean the basic Costs (as defined in Exhibit
C of the Lease) per square foot of Rentable Area in the Building for
the calendar year 2001.

5.   
     Condition of Premises.   Tenant
agrees that, except as expressly stated
herein, no representations or warranties with respect to the condition of the
Premises and no promises to decorate, alter, repair or improve the Premises have
been made by Landlord, and Tenant agrees to accept the Premises in an AS
IS WHERE IS condition as tendered by Landlord.

6.   
     Parking.   The terms and conditions
contained in Exhibit "F", Parking, shall be extended throughout the Lease Term.

7.   
     Renewal  Option.   Landlord
shall  extend to Tenant the right
to renew the Lease for an  additional  five (5) year term ("Third  Lease
Term") in accordance  with the terms and conditions set forth in Exhibit
G of the Lease.

8.   
     Security  Deposit.   Landlord
acknowledges that a Security Deposit in the amount of $7,104.00 is being held
in  accordance  with  Paragraph 34 of the Lease.

9.   
     Default.   Tenant
hereby confirms and ratifies the Lease, as amended hereby, and acknowledges that
Landlord is not in default under said Lease as of the Effective Date hereof.
Landlord hereby confirms and ratifies the Lease, as amended hereby, and
acknowledges that Tenant is not in default under said Lease as of the Effective
Date hereof.

10.   
     Brokerage
Services.   Tenant warrants and represents that it has had
no dealings with any broker or agent other than CB Richard Ellis (Broker) in
connection with the negotiations or execution of this First Amendment and
Landlord will not be responsible for and Tenant will indemnify, defend and hold
Landlord harmless against any brokerage commission, leasing commission or
finders fee claimed by any other party (other than Broker) in connection
with this First Amendment. Parkway Realty Services, an affiliate of Landlord,
represents the Landlords interest and shall be paid by the Landlord.

11.   
     Miscellaneous.   
Except as expressly amended and modified by this First Amendment, all terms,
conditions and agreements set forth in the Lease shall remain in full force and
effect. In the event of a conflict in the terms, conditions or agreements of the
First Amendment and those set forth in the Lease, the terms, conditions and
agreements set forth in this First Amendment shall control.

|a. | This First Amendment shall
bind and benefit the parties hereto and their respective successors, assigns,
heirs and legal representatives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | This First Amendment
supersedes and cancels any and all previous statements,
negotiations, arrangements, brochures, agreements and understandings, if any,
between Landlord and Tenant with respect to the subject matter of this First
Amendment. The Lease and this First Amendment constitute the entire agreement of
the parties with respect to the subject matter of the Lease and this First
Amendment. There are no representations, understandings, stipulations,
agreements, warranties or promises (express or implied, oral or written) between
Landlord and Tenant with respect to the subject matter of this First Amendment
or the Lease. It is likewise agreed that the Lease and this First Amendment may
not be altered, amended, modified or extended except by an instrument in writing
signed by both Landlord and Tenant.

IN
WITNESS WHEREOF, this First Amendment has been executed (in multiple
counterparts if necessary) as of the Effective Date.

| | LANDLORD:PARKWAY PROPERTIES LP                                                                                                              
| | --------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                             
| | By:         Parkway Properties General Partners, Inc.,
               a Delaware limited partnership
               its sole general partner

| | By:         /s/ Mitch Mattingly
Name:    Mitch Mattingly
Title:      Senior Vice President
| | ------------------------------------------------------------------------------------------

| | TENANT:FORTUNE PETROLEUM CORPORATION,A Delaware corporation                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                             
| | By:         Parkway Properties General Partners, Inc.,
               a Delaware limited partnership
               its sole general partner

| | By:         /s/ Tyrone J. Fairbanks
Name:    Tyrone J. Fairbanks
Title:      President and C.E.O.
| | -------------------------------------------------------------------------------------------------