EMPLOYMENT AGREEMENT

     This  Employment  Agreement  ("Agreement")  between  Forman  Petroleum
Corporation (the "Company"), and McLain J. Forman (the "Employee") is dated
as of January 14, 2000 (the "Effective Date").

                           W I T N E S S E T H:


     WHEREAS, Employee was previously employed by the Company prior  to the
Effective Date;

     WHEREAS,  the  Company  is being restructured as of the Effective Date
(the "Restructuring");

     WHEREAS, as a condition to  the  closing  of  the  Restructuring,  the
agreements  governing  the  Restructuring  require  the  Company  to  offer
Employee employment, and Employee to accept employment with the Company; on
the terms and conditions set forth herein;

     WHEREAS,  during  the  course  of  his  employment  with  the Company,
Employee  has  had and will continue to have access to certain Confidential
Information  (as   hereinafter   defined)  relating  to  the  business  and
operations  of  the  Company  and  its  subsidiaries  that  is  non-public,
confidential or proprietary in nature and is particularly useful in the Oil
Exploration and Production Business; and

     WHEREAS,  in  view  of the Company's  need  to  be  protected  against
disclosures  by  Employee of  Confidential  Information,  the  Company  and
Employee desire, among  other  things, to prohibit Employee from disclosing
or  utilizing,  outside  the  scope   and   term  of  his  employment,  any
Confidential Information and to restrict Employee's ability to compete with
the Company for a limited period of time.

     NOW, THEREFORE, for and in consideration  of  the  foregoing premises,
the Company's employment of Employee, and the Company's payment  of  wages,
salary  and  other  compensation  to  Employee, the parties hereto agree as
follows:


                                ARTICLE I.
                       EMPLOYMENT CAPACITY AND TERM

     1.   PRIOR EMPLOYMENT AGREEMENT.   Effective as of the Effective Date,
this  Agreement  supersedes  any  prior employment  agreement  between  the
Company  and Employee.  Employee hereby  releases  the  Company,  from  any
further liability to Employee arising from or relating to Employee's former
employment  by  the  Company,  whether  known  or  unknown,  liquidated  or
contingent, contractual or imposed by law.

     2.   CAPACITY  AND  DUTIES  OF  EMPLOYEE.   The Company hereby employs
Employee  to render services on behalf of the Company  as  Chief  Executive
Officer and  Chief  Operating  Officer.  As the Chief Executive Officer and
the Chief Operating Officer, Employee  shall  perform  such  duties  as are
assigned  to  the  individual(s)  holding  such  title(s)  by  the Board of
Directors of the Company (the "Board").  Employee shall at all times report
directly  to the Board or to the Board's designee and discharge his  duties
under the direction,  control  and  supervision of the Board or the Board's
designee.  During the Employment Term  (defined below), Employee may not be
given a lesser title and shall report only  to  the  Board or to a party or
parties designated by the Board.

     3.   EMPLOYMENT  TERM.   The term of this Agreement  (the  "Employment
Term") shall commence on the Effective  Date and shall continue for twenty-
seven  (27) months and two (2) weeks thereafter,  subject  to  any  earlier
termination of Employee's status as an employee pursuant to this Agreement.

     4.   DEVOTION TO RESPONSIBILITIES.

          Employee  shall  devote  such  time  and  attention  to rendering
services on behalf of the Company as shall be necessary in order for him to
efficiently  perform   his duties under this Agreement; provided,  however,
that nothing contained herein shall prohibit Employee from (a) serving as a
volunteer member of the  board  of directors, board of trustees or the like
of any for-profit or non-profit entity  that  does  not  compete  with  the
Company,  or  performing  volunteer  services  of any type for any civic or
community entity, (b) investing his assets in such  form or manner as shall
require  no  more  than  nominal services on the part of  Employee  in  the
operation of the business  of  the entity in which such investment is made,
(c) serving in various capacities with, and attending meetings of, industry
or trade groups and associations;  or  (d)  engaging in the Oil Exploration
and  Production  Business  through  Forman  Petroleum   Corporation  II  as
permitted by Article V, Section 3 of this Agreement.

     5.   LOCATION.   Employee shall perform Employee's duties  under  this
Agreement at the Company's business office or elsewhere in the New Orleans,
Louisiana metropolitan  area  as directed by the Board.  Employee shall not
be required to relocate Employee's  residence more than 50 miles during the
Employment Term, but Employee shall be available for travel required by the
duties of Employee's position.


                                ARTICLE II.
                         COMPENSATION AND BENEFITS

     1.   SALARY. The Company shall pay  Employee  a salary ("Base Salary")
at  the rate of TWO HUNDRED TWENTY-FIVE THOUSAND AND  NO/100  ($225,000.00)
DOLLARS  per  calendar year, payable to Employee at such intervals as other
salaried employees  of  the  Company  are  paid.  The salary due during any
partial calendar year shall be prorated by multiplying the salary amount by
a fraction whose numerator is the number of  days  in  such  calendar  year
which fall during the Employment Term and whose denominator is 365.


     2.   BONUS.   In  addition  to  the  Base  Salary,  Employee  shall be
eligible to receive an annual incentive bonus, the amount of which shall be
determined based upon the achievement of certain goals set forth on Exhibit
"A"  to this Agreement (the "Incentive Bonus").  The Incentive Bonus  shall
be payable, with respect to each fiscal year of the Company, not later than
90 days following the end of such fiscal year.

     3.   WARRANTS.    On  the  Effective  Date,  as  consideration for the
execution  of  this  Agreement  by  Employee  and other good  and  valuable
consideration,  the Company shall grant Employee  up  to  33,700  Series  A
Warrants, 101,100  Series B Warrants, 101,100 Series C Warrants and 101,100
Series D Warrants (each  as defined in the Warrant Agreement), each warrant
entitling Employee to purchase  one  share  of  the Company's no par common
stock pursuant to the terms of the Company's Warrant  Agreement  dated  the
date hereof.  The actual number of warrants to be granted to Employee shall
be  determined  pursuant to the terms and provisions of the Company's Joint
Plan of Reorganization  confirmed  by  order  of  the  Bankruptcy  Court on
December  29,  1999.   Notwithstanding  anything  in  this Agreement to the
contrary, the warrants granted Employee are fully vested  as of the date of
this  Agreement  and  are  not  subject  to  cancellation, modification  or
amendment  in  any  manner  in the event of the termination  of  Employee's
status as an employee for any  reason whatsoever prior to the expiration of
the Employment Term.

     4.   STOCK OPTIONS.  If the Board of Directors of the Company adopts a
stock option plan for the benefit  of  executive  officers and directors of
the  Company while Employee is engaged by the Company,  Employee  shall  be
entitled  to  participate  in  such  plan  on the same terms provided other
senior executive officers of the Company.  Employee  acknowledges  that the
Board of Directors of the Company is not obligated to adopt such a plan  at
any time during the Employment Term.

     5.   BENEFITS.   In  addition  to  the  Base  Salary and the Incentive
Bonus,  the  Company  shall  provide  Employee  with  the following  fringe
benefits and perquisites.

          (a)  Group medical, dental, disability and life insurance benefit
package,  such  benefits  to  be  on the same terms provided  other  senior
executive officers of the Company;

          (b)  All other benefit programs  on the same terms provided other
senior executive officers  of the Company;

          (c)  Sick leave, such benefits to  be  on  the  same  terms other
senior executives of the Company;

          (d)  Four weeks (I.E., twenty (20) business days) of annual  paid
vacation; and

          (e)  Office  space,  office  equipment, and such other facilities
and  support services as are adequate for  the  performance  of  Employee's
duties hereunder.

     6.   D&O  INSURANCE.   The  Company  agrees  to maintain directors and
officers  liability  insurance  with  coverage  limits not  less  than  the
coverage in effect immediately prior to the Effective  Date  ("D&O Policy")
and  to  designate the Employee as a named insured on all of the  Company's
insurance policies.

     7.   EXPENSES.   The  Company  shall reimburse Employee for reasonable
out-of-pocket expenses incurred from  time to time on behalf of the Company
or any subsidiary in the performance of  his  duties  under this Agreement,
upon the presentation of such supporting invoices, documents  and  forms as
the Company reasonably requests.

                               ARTICLE III.
                         TERMINATION OF EMPLOYMENT

     1.   DEATH.    Employee's   status  as  an  employee  shall  terminate
immediately and automatically upon  Employee's  death during the Employment
Term.

     2.   DISABILITY.  Employee's status as an employee  may  be terminated
for "Disability" as follows:

          (a)  Employee's status as an employee shall terminate if Employee
has a disability and the disability insurer has determined that Employee is
entitled  to  receive  the  maximum  benefits under the Company's long-term
disability insurance policy in effect  at  the  time.  Any such termination
shall become effective on the first day on which  Employee  is  eligible to
receive payments under such policy (or on the first day that he would be so
eligible, if he had applied timely for such payments).

          (b)  If the Company has no long-term disability plan in effect or
if  the  disability  insurer  determines  that Employee is not entitled  to
receive the maximum benefits and (i) Employee has been incapable because of
physical or mental illness from discharging his duties and responsibilities
on a full time basis under this Agreement for  a  period  of 90 consecutive
calendar days and (ii) a duly qualified physician chosen by the Company and
acceptable  to  Employee  or  his  legal  representatives  so certifies  in
writing,  the  Board  shall  have the power to determine that Employee  has
become disabled.  If the Board  makes  such  a  determination,  the Company
shall  have  the  continuing right and option, during the period that  such
disability continues,  and  by  notice given in the manner provided in this
Agreement,  to  terminate Employee's  status  as  an  employee.   Any  such
termination shall  become  effective  10 calendar days after such notice of
termination is given, unless within such  10  calendar day period, Employee
becomes capable of rendering services of the character  contemplated hereby
(and a physician chosen by the Company and acceptable to  Employee  or  his
legal representatives so certifies in writing) and Employee in fact resumes
such services.

          (c)  The "Disability Effective Date" shall mean the date on which
termination of employment becomes effective due to Disability.

     3.   CAUSE.   The  Company  may  terminate  Employee's  status  as  an
employee  for  Cause.   As  used  herein,  termination  by  the  Company of
Employee's  status as an employee for "Cause" shall mean termination  as  a
result of (a)  Employee's  conviction for a felony or misdemeanor involving
fraud, dishonesty or moral turpitude, (b) Employee's willful or intentional
breach of this Agreement which results to the detriment of the Company, (c)
Employee's gross negligence  which  results to the detriment of the Company
or (d) Employee's violation of the rules  and regulations of the Company, a
copy of which is attached as Exhibit "B," which  violation  is not remedied
within ten (10) calendar days after the Company provides notice to Employee
of the breach of such rules and regulations.  Cause shall be  determined in
good faith by a vote of a majority of the entire membership of the Board of
Directors of the Company at a meeting of the Board called and held for such
purpose  (after  reasonable  notice  to  Employee  and  an opportunity  for
Employee, together with counsel, to be heard before the Board).

     4.   GOOD REASON.  Upon not less than 45 days prior  written notice to
the  Company,  Employee  may terminate his status as an employee  for  Good
Reason. As used herein, the term "Good Reason" shall mean the occurrence of
any of the following during the Employment Term:

          (a)  Assignment   to   Employee   of  any  additional  duties  or
responsibilities  inconsistent  with Employee's  current  position  without
Employee's consent;

          (b)  Reduction of Employee's Base Salary or benefits in violation
of this Agreement;

          (c)  Assignment of Employee  to  a  principal  place  of business
which  is  fifty  (50)  miles  or  more from Employee's principal place  of
business as of the Effective Date; or

          (d)  The Company's Failure  to  honor the terms and conditions of
this  Agreement  which is not cured within ten  (10)  calendar  days  after
Employee provides written notice to the Company of such failure.

     Good Reason will NOT include the voluntary resignation of Employee for
any reason not set forth in this Article III, Section 4.

     5.   VOLUNTARY  TERMINATION  BY  THE  COMPANY.   Upon not less than 45
calendar days prior written notice to Employee, the Company  may  terminate
Employee's status as an employee for other than death, Disability or Cause,
with or without reason.

     6.   VOLUNTARY  TERMINATION  BY  EMPLOYEE.   Upon  not  less  than  45
calendar  days  prior written notice to the Company, Employee may terminate
Employee's status  as  an  employee  for  other  than  Good Reason, with or
without reason.

     7.   NOTICE OF TERMINATION.  Any termination under  the  terms of this
Agreement  (other  than termination upon the death of Employee),  shall  be
communicated by Notice  of  Termination  to the other party hereto given in
accordance with Article VI, Section 2 of this  Agreement.   For purposes of
this Agreement, a "Notice of Termination" means a written notice  that  (a)
indicates the specific termination provision in this Agreement relied upon,
(b) to the extent applicable, sets forth in reasonable detail the facts and
circumstances  claimed  to  provide  a  basis for termination of Employee's
employment  under the provisions so indicated,  and  (c)  if  the  Date  of
Termination (as  defined  below)  is other than the date of receipt of such
notice, specifies the termination date.   The  failure  by  Employee or the
Company to set forth in the Notice of Termination any fact or  circumstance
that contributes to a showing of Good Reason, Disability or Cause shall not
negate  the  effect  of the notice nor waive any right of Employee  or  the
Company, respectively,  hereunder  or  preclude  Employee  or  the Company,
respectively,  from  asserting  such  fact  or  circumstance  in  enforcing
Employee's or the Company's rights hereunder.

     8.   DATE   OF  TERMINATION.   "Date  of  Termination"  means  (a)  if
Employee's employment  is  terminated by reason of his death or Disability,
the Date of Termination shall  be  the  date  of  death  of Employee or the
Disability Effective Date, as the case may be, (b) if Employee's employment
is terminated by the Company for Cause, ten (10) days following  the notice
contemplated by Article III, Section 3 of this Agreement, (c) in all  other
cases,  the  Date of Termination shall be 45 days after the delivery of the
Notice of Termination.


                                ARTICLE IV.
                       OBLIGATIONS UPON TERMINATION

     1.   GENERAL  OBLIGATIONS.   Upon the termination of Employee's status
as an employee of the Company pursuant to the terms of this Agreement, this
Agreement shall terminate without further  obligations  on  the part of the
Company, Employee and/or Employee's legal representatives other than:

          (a)  those  obligations  and  benefits  set forth in the  further
provisions of this Article IV;

          (b)  those  obligations  imposed by law on  either  the  Company,
Employee and/or Employee's legal representatives;

          (c)  the return by Employee, or, in the case of Employee's death,
Employee's  legal  representatives,  to   the   Company  of  any  materials
containing Confidential Information; and

          (d)  the obligations of the Company under  any  employee  benefit
plans  of  the  Company  which  apply  to  Employee  prior  to  the Date of
Termination.

     2.   TERMINATION BENEFITS.  Upon termination pursuant to the  terms of
this  Agreement,  Employee will be entitled to one or more of the following
benefits:

          (a)  TERMINATION BENEFIT A: accrued Base Salary as of the Date of
Termination (the "Accrued Salary Benefit");

          (b)  TERMINATION  BENEFIT B: annual Base Salary for the remaining
months of the  Employment Term (the "Remaining Salary Benefit"); and/or

          (c)  TERMINATION BENEFIT C: group medical, dental, disability and
life insurance benefits for Employee  and/or  Employee's family on the same
terms provided other senior executive officers  of   the  Company  for  the
period  commencing  on  the  Date of Termination and ending on the later to
occur of (i) the 18 month anniversary  of  the  Date of Termination or (ii)
the  original  expiration  date  of  the  Employment Term  (the  "Insurance
Benefit").

     3.   DEATH.   If Employee's status as an  employee  is  terminated  by
reason of Employee's death, Employee's heirs and legatees shall receive the
Accrued Salary Benefit  and the Remaining Salary Benefit in addition to any
other benefits due under Section 1 above.

     4.   DISABILITY.  If Employee's status as an employee is terminated by
reason of Employee's Disability,  Employee shall receive the Accrued Salary
Benefit and the Remaining Salary Benefit  in addition to any other benefits
due under Section 1 above.

     5.   TERMINATION BY COMPANY FOR REASONS  OTHER  THAN DEATH, DISABILITY
OR  CAUSE;  TERMINATION  BY  EMPLOYEE  FOR  GOOD  REASON.  If  the  Company
terminates Employee's status as an employee for reasons  other  than death,
Disability or Cause, or Employee terminates his employment for Good Reason,
Employee  shall  receive  the Accrued Salary Benefit, the Remaining  Salary
Benefit, and the Insurance  Benefit  in  addition to any other benefits due
under Section 1 above.

     6.   CAUSE.  If Employee's status as  an employee is terminated by the
Company for Cause, Employee shall receive the  Accrued  Salary  Benefit  in
addition to any other benefits due under Section 1 above PROVIDED, HOWEVER,
that  if  the  Company  terminates  Employee  for  Cause  after a Change of
Control, Employee shall also receive the Remaining Salary Benefit  and  the
Insurance  Benefit.  A "Change of Control" shall mean the occurrence of any
of the following  situations:  (i)  any person or other legal entity (other
than  the Company's shareholders as of  the  Effective  Date)  becomes  the
beneficial  owner  of  fifty percent (50%) or more of the securities of the
Company, (ii)  the merger  of  the Company into another corporate entity or
the consolidation of the Company  with  one  or  more corporations or (iii)
the  sale  by  the  Company of all or substantially all  of  its  operating
assets.

     7.   TERMINATION  BY  EMPLOYEE FOR REASONS OTHER THAN GOOD REASON.  If
Employee's status as an employee  is  terminated  by  Employee  for reasons
other  than Good Reason, Employee shall receive the Accrued Salary  Benefit
in addition to any other benefits due under Section 1 above.

     8.   EXCISE  TAX  REIMBURSEMENT.   If  the payment or provision of any
termination benefits pursuant to this Article  IV results in the imposition
of an excise tax under <section>4999 of the United  States Internal Revenue
Code,  the amount of the affected benefit to be paid to  Employee  will  be
grossed  up  to  an  amount  such  that the net amount received by Employee
following the imposition of such an  excise tax is equal to the amount that
Employee would have received had no such excise tax been imposed.

                                ARTICLE V.
           NONDISCLOSURE, NONCOMPETITION AND PROPRIETARY RIGHTS

     1.   CERTAIN  DEFINITIONS.   For  purposes   of  this  Agreement,  the
following terms shall have the following meanings:

          (a)  "Confidential Information" means any  data of any nature and
in  any form (including information that is electronically  transmitted  or
stored on any form of magnetic or electronic storage media) relating to the
past, current or prospective business or operations of the Company, and its
subsidiaries,  whether  produced by the Company and its subsidiaries or any
of its consultants, agents  or  independent contractors or by Employee, and
whether   or  not  marked  confidential,   including   without   limitation
information  relating  to the Company's, and its subsidiaries' products and
services, hydrocarbon reserves,  seismic  information,  drilling prospects,
production rates, business plans, business acquisitions, processes, product
or service research and development methods or techniques, training methods
and  other operational methods or techniques, quality assurance  procedures
or  standards,   operating   procedures,   files,   plans,  specifications,
proposals, drawings, charts, graphs, support data, trade  secrets, supplier
lists, supplier information, purchasing methods or practices,  distribution
and selling activities, consultants' reports, marketing and engineering  or
other technical studies, maintenance records, employment or personnel data,
marketing  data,  strategies  or  techniques,  financial  reports, budgets,
projections,  cost  analyses, price lists, formulae and analyses,  employee
lists, customer records, customer lists, customer source lists, proprietary
computer software, and  internal notes and memoranda relating to any of the
foregoing.  "Confidential  Information"  shall  not include any information
which, at the time of disclosure, was or becomes generally available to the
public other than as a result of a disclosure by Employee.

          (b)  "Oil  Exploration and Production Business"  shall  mean  the
exploration for, development of and the production of hydrocarbons, and all
activities reasonably and necessarily related thereto.

     2.   NONDISCLOSURE  OF  CONFIDENTIAL INFORMATION.   Until such time as
twenty-seven (27) months and two  (2)  weeks  shall  have  elapsed from the
Effective  Date, the  Employee shall hold in a fiduciary capacity  for  the
benefit of the  Company  all Confidential Information which shall have been
obtained by Employee during  Employee's  employment  with  the  Company and
shall  use  such  Confidential  Information solely within the scope of  his
employment with and for the exclusive benefit of the Company.  For time set
forth  in  the  preceding  sentence,   Employee  also  agrees  (a)  not  to
communicate, divulge or make available to  any person or entity (other than
the  Company)  any such Confidential Information,  except  upon  the  prior
written authorization  of the Company or as may be required by law or legal
process,  and (b) to deliver  promptly  to  the  Company  any  Confidential
Information  in  his  possession,  including any duplicates thereof and any
notes or other records Employee has  prepared with respect thereto.  If the
provisions of any applicable law or the  order  of  any  court (including a
subpoena  or  other  demand  for  information purporting to be  made  under
authority of any statute, regulation  or  order)  would require Employee to
disclose or otherwise make available any Confidential Information, Employee
shall  give  the  Company  prompt  prior written notice  of  such  required
disclosure and an opportunity to contest the requirement of such disclosure
or  apply  for  a  protective  order  with  respect  to  such  Confidential
Information by appropriate proceedings.

     3.   LIMITED COVENANT NOT TO COMPETE.  From the date of termination of
Employee's employment hereunder by the Company for Cause or by the Employee
without Good Reason until twenty-seven  months  and  two  weeks  shall have
elapsed from the Effective Date, Employee agrees that he will restrict  his
activities  in  the  Louisiana  Parishes  set  forth  in Exhibit "C" hereto
(collectively, the "Subject Areas"), as follows:

          (a)  Employee shall not, directly or indirectly,  for  himself or
others,  own,  manage,  operate,  control,  be  employed  in  an executive,
managerial  or  supervisory capacity by, or otherwise engage or participate
in or allow his skill,  knowledge,  experience  or reputation to be used in
connection with, the ownership, management, operation  or  control  of, any
company  or  other  business  enterprise engaged in the Oil Exploration and
Production Business within any  of  the  Subject  Areas; provided, however,
that nothing contained herein shall prohibit Employee  from  making passive
investments as long as Employee does not beneficially own more  than  2% of
the   equity  interests  of  a  business  enterprise  engaged  in  the  Oil
Exploration  and  Production Business within any of the Subject Areas.  For
purposes of this paragraph,  "beneficially own" shall have the same meaning
ascribed to that term in Rule 13d-3 under the Exchange Act.

          (b)  Employee shall  not call upon any customer of the Company or
its subsidiaries for the purpose  of soliciting, diverting or enticing away
the  business  of  such  person  or entity,  or  otherwise  disrupting  any
previously established relationship  existing between such person or entity
and the Company or its subsidiaries;

          (c)  Employee shall not solicit  any  supplier, lessor, licensor,
potential acquiree or any other person who has a business relationship with
the  Company  or  its subsidiaries, or who on the Date  of  Termination  is
engaged  in  discussions   or   negotiations   to  enter  into  a  business
relationship with the Company or its subsidiaries, to discontinue or reduce
the extent of such relationship with the Company or its subsidiaries; and

          (d)  Employee  shall  not  solicit any current  employee  of  the
Company or any of its subsidiaries for  hire,  whether  as  an  employee or
independent contractor.

     The Company acknowledges that Employee is the President and  the  sole
owner  and  director  of  Forman  Petroleum  Corporation  II,  a  Louisiana
corporation, and that Forman Petroleum Corporation II is engaged in the Oil
Exploration  and  Production  Business.  The Company agrees that Employee's
continuing relationship with Forman  Petroleum  Corporation  II  (as owner,
President, and director) and the conduct by Forman Petroleum Corporation II
of  Oil  Exploration  and Production Business outside of the Subject  Areas
will not constitute a violation  by  Employee  of this Agreement, including
but not limited to the provisions of Article I,  Section  4  or  Article V,
Section  3  of  this  Agreement.  In addition, the Company agrees that  the
conduct  by  Forman  Petroleum   Corporation  II  of  Oil  Exploration  and
Production  Business  in  the  Subject  Areas  with  respect  to  prospects
presented by Employee to Board and either (i) rejected by the Board or (ii)
not approved by the Board within  60  days, will not constitute a violation
by Employee of this Agreement, including  but not limited to the provisions
of Article I, Section 4 or Article V, Section 3 of this Agreement.

     4.   INJUNCTIVE RELIEF; OTHER REMEDIES.   Employee acknowledges that a
breach  by  Employee  of  Section  2  or 3 of this Article  V  would  cause
immediate  and  irreparable  harm  to the Company  for  which  an  adequate
monetary remedy does not exist; hence,  Employee  agrees that, in the event
of a breach or threatened breach by Employee of the  provisions of Sections
2 or 3 of this Article V during or after the Employment  Term,  the Company
shall  be  entitled  to  injunctive  relief restraining Employee from  such
violation without the necessity of proof of actual damage or the posting of
any  bond,  except as required by non-waivable,  applicable  law.   Nothing
herein, however,  shall  be  construed  as  prohibiting  the  Company  from
pursuing  any  other remedy at law or in equity to which the Company may be
entitled under applicable law in the event of a breach or threatened breach
of this Agreement by Employee, including without limitation the recovery of
damages and/or costs  and  expenses,  such  as  reasonable attorneys' fees,
incurred by the Company as a result of any such breach.

     5.   USE OF THE FORMAN NAME.  Upon the earlier to occur of (a) six (6)
months  from  the Effective Date or (b) the Date of  Termination,  Employee
will have the option  to require by written request that the Company remove
and discontinue use of  the  name  "Forman"  from  the  Company's  name and
registrations.   Employee  shall retain all rights to use the name "Forman"
in any existing or subsequent companies or organizations.

     6.   EMPLOYEE'S  UNDERSTANDING   OF  THIS  ARTICLE.   Employee  hereby
represents to the Company that he has read  and  understands, and agrees to
be  bound by, the terms of this Article.  Employee  acknowledges  that  the
geographic  scope  and  duration  of  the  covenants contained in Article V
Section 3 and Exhibit "C" are the result of arm's-length bargaining.


                                ARTICLE VI.
                               MISCELLANEOUS

     1.   BINDING EFFECT.

          (a)  This  Agreement  shall be binding  upon  and  inure  to  the
benefit of the Company and any of its successors or assigns.

          (b)  This Agreement is  personal  to  Employee  and  shall not be
assignable  by  Employee  without the prior written consent of the  Company
(there being no obligation  to give such consent) other than such rights or
benefits  as  are  transferred  by   will   or  the  laws  of  descent  and
distribution.

          (c)  The Company shall require any  successor  to  or assignee of
(whether  direct  or  indirect,  by  purchase,  merger,  consolidation   or
otherwise)  all  or  substantially  all  of the assets or businesses of the
Company (i) to assume unconditionally and expressly this Agreement and (ii)
to agree to perform all of the obligations under this Agreement in the same
manner and to the same extent as would have  been  required  of the Company
had no assignment or succession occurred, such assumption to be  set  forth
in a writing reasonably satisfactory to Employee.  In the event of any such
assignment  or  succession,  the  term  "Company" as used in this Agreement
shall refer also to such successor or assign.

     2.   NOTICES.  All notices hereunder  must  be in writing and shall be
deemed  to  have given upon receipt of delivery by:  (a)  hand  (against  a
receipt therefor),  (b)  certified  or  registered  mail,  postage prepaid,
return  receipt  requested,  (c) a nationally recognized overnight  courier
service or (d) telecopy transmission  with  confirmation  of  receipt.  All
such notices must be addressed as follows:

     If to the Company, to:

     Forman Petroleum Corporation
     650 Poydras Street, Suite 2200
     New Orleans, LA  70130-6101

     Attn:  Chairman of the Board

     If to Employee, to:

     McLain J. Forman
     650 Poydras Street, Suite 2200
     New Orleans, LA  70130-6101

or  such  other address as to which any party hereto may have notified  the
other in writing.

     3.   GOVERNING LAW.  This Agreement shall be construed and enforced in
accordance with and governed by the internal laws of the State of Louisiana
without regard to principles of conflict of laws.  The Company and Employee
each hereby  irrevocably consent to the exclusive jurisdiction of the state
and federal courts sitting in Louisiana.  Each party irrevocably waives any
objection he or  it  may  have  as to the venue of any such suit, action or
proceeding brought in such a court  or that such a court is an inconvenient
forum.

     4.   WITHHOLDING.  Subject to Article  IV,  Section,  Employee  agrees
that  the  Company  has  the  right  to  withhold, from the amounts payable
pursuant  to  this Agreement, all amounts required  to  be  withheld  under
applicable income  and/or  employment  tax  laws, or as otherwise stated in
documents granting rights that are affected by this Agreement.

     5.   SEVERABILITY.   If  any  term  or  provision  of  this  Agreement
(including without limitation those contained in Exhibits "A" through "C"),
or the application thereof to any person or circumstance, shall at any time
or to any extent be invalid, illegal or unenforceable  in  any  respect  as
written,  Employee  and  the  Company  intend for any court construing this
Agreement  to  modify  or  limit such provision  temporally,  spatially  or
otherwise so as to render it  valid  and  enforceable to the fullest extent
allowed  by  law.   Any  such provision that is  not  susceptible  of  such
reformation shall be ignored  so  as  to  not  affect  any  other  term  or
provision  hereof,  and the remainder of this Agreement, or the application
of such term or provision  to  persons or circumstances other than those as
to  which  it  is held invalid, illegal  or  unenforceable,  shall  not  be
affected thereby  and  each  term  and provision of this Agreement shall be
valid and enforced to the fullest extent permitted by law.

     6.   WAIVER OF BREACH.  The waiver  by either party of a breach of any
provision of this Agreement shall not operate  or  be construed as a waiver
of any subsequent breach thereof.

     7.   REMEDIES  NOT  EXCLUSIVE.  No remedy specified  herein  shall  be
deemed to be such party's exclusive remedy, and accordingly, in addition to
all of the rights and remedies  provided for in this Agreement, the parties
shall have all other rights and remedies  provided  to  them  by applicable
law, rule or regulation.

     8.   INDEMNITY FOR LEGAL FEES.  Should Employee prevail in  any  cause
of  action,  suit,  arbitration or other legal proceeding, which proceeding
was initiated in whole  or  in  part  to  enforce  the  provisions  of this
Agreement,  the  Company  shall indemnify Employee for all costs, including
reasonable attorneys' fees,  incurred  by  Employee in connection with such
cause of action, suit, arbitration or other legal proceeding.

     9.   COMPANY'S  RESERVATION  OF  RIGHTS.   Employee  acknowledges  and
understands that Employee serves at the  pleasure of the Board and that the
Company  has the right at any time to terminate  Employee's  status  as  an
employee of  the  Company,  or  to change or diminish his status during the
Employment Term, subject to the rights  of  Employee  to claim the benefits
conferred by this Agreement.

     10.  JURY TRIAL WAIVER.  THE PARIES HEREBY WAIVE TRIAL  BY JURY IN ANY
JUDICIAL  PROCEEDING  TO  WHICH  THEY  ARE  PARTIES INVOLVING, DIRECTLY  OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT  OF, RELATED TO, OR CONNECTED
WITH THIS AGREEMENT.

     11.  SURVIVAL.  The rights and obligations of the Company and Employee
contained in Article V of this Agreement shall survive  the  termination of
the  Agreement.  Following the Date of Termination, each party  shall  have
the right  to enforce all rights, and shall be bound by all obligations, of
such party that are continuing rights and obligations under this Agreement.

     12.  COUNTERPARTS.   This  Agreement  may  be  executed in one or more
counterparts, each of which shall be deemed to be an  original  but  all of
which together shall constitute one and the same instrument.

     IN  WITNESS  WHEREOF,  the  Company  and  Employee  have  caused  this
Agreement to be executed as of the Effective Date.

                              FORMAN PETROLEUM CORPORATION


                              By:  /s/ Marvin Gay
                                  --------------------------------
                              Name: Marvin Gay
                              Its: V.P. - Treasurer

                              EMPLOYEE:
                                /s/ McLain J. Forman
                              ------------------------------------
                              McLain J. Forman