FORM OF NOTE



                      FORTUNE NATURAL RESOURCES CORPORATION
                           10% SECURED PROMISSORY NOTE



$_________________                                     __________________, 2002



FOR VALUE RECEIVED, the undersigned, FORTUNE NATURAL RESOURCES CORPORATION, a
Delaware corporation with offices at One Commerce Green, 515 West Greens Road,
Suite 720, Houston, Texas 77067 ("Maker"), promises to pay to
___________________________ with an address at _____________________________
("Payee"), on ______________, 2002 except as otherwise provided herein (the
"Maturity Date"), the principal amount of ___________________ Dollars
($___________) in lawful money of the United States of America (the "Principal)
together with all accrued interest.

This Note is one of a series of notes (collectively, the "Notes"), all with the
same terms and conditions as those set forth herein, which may be issued by
Maker up to the aggregate principal amount of Two Hundred Sixty Thousand
($260,000) Dollars.

The Note is secured by property of the Maker as provided herein. It bears simple
interest (the "Interest") at the annual rate of ten percent (10%), payable, in
arrears, on the Interest Payment Dates (as defined in Section 1 below), until
the Principal and all accrued Interest thereon (collectively the "Obligations")
shall be paid in full.

1.    Interest.
      --------

Maker will pay Interest on the first day of each January, April, July and
October (the "Interest Payment Dates") commencing on April 1, 2002. Interest on
the Note will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of delivery of the Note.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

2.    Method of Payment.
      -----------------

Maker will pay Principal and Interest in money of the United States that at the
time of payment is legal tender for the payment of public and private debts.
Maker may, however, pay Principal and Interest by its check, subject to
collection, payable in such money. It may mail an Interest check to Payee's
address as it first appears on this Note or such other address as Payee shall
give by notice to Maker. Payee must surrender this Note to Maker to collect
Principal payments.


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3.    Designation of Collateral.
      -------------------------

To secure payment of this Note, and of any other current or future liabilities
of Maker to Payee, Maker has given a security interest in and to Maker's
ownership interest in the oil and gas production from the leaseholds more fully
described on Exhibit "A", attached hereto and incorporated herein, together with
the personal property and fixtures located thereon (the "Collateral"). Such
security interest has been provided to C.K. Cooper & Company, Inc. ("Cooper"),
as representative of each holder of the Notes.

In the event of the default of Maker under any of the Notes, Cooper shall notify
Maker of its desire to levy on the Collateral. Maker and Payee shall thereafter
immediately take steps necessary to liquidate the Collateral in an orderly
fashion as directed by Maker until such time as all amounts due and owing under
all Notes have been repaid. In the event such amounts have not been repaid
within ninety (90) days of such default (the "Post-Default Date"), Cooper may
take all further steps as it, acting in its sole discretion, may seem necessary
or desirable.

4.    Warrants.
      --------

In further consideration of the value received from Payee, Maker hereby
covenants to issue to Payee, at the earlier of the date this Note is repaid in
full or the Maturity Date, three-year common stock purchase warrants in
accordance with the following table:

Date of issuance of       Number of warrants to be           Exercise price as
 of warrants after    issued expressed as percentage of     percentage of market
   date hereof      dollar value of amount due hereunder   price of common stock
------------------- ------------------------------------   ---------------------

  Less than 76 days                 20%                            150%
     76-105 days                    30%                            140%
    106-140 days                    40%                            130%
    141-170 days                    50%                            120%
 More than 170 days                 60%                            110%

"Market price of common stock" shall mean the last reported sales price on the
date hereof or, in the event no reported sale takes place on such day, the last
previously reported sales price, in either case on the over-the-counter bulletin
board, principal exchange on which the common stock is listed, or as reported by
the National Association of Securities Dealers, Inc. through NASDAQ or similar
organization.

5.    Registration.
      ------------

Maker shall use its best efforts to file with the Securities and Exchange
Commission as promptly as practicable after the issuance of the warrants
referred to in paragraph 4, above, a registration statement covering the shares
of common stock underlying such warrants, and will use its best efforts to have
such registration statement declared effective and remain effective for a period
of two years. Maker will provide Payee with a copy of such registration
statement and any amendments thereto and copies of the final prospectus


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included therein in such quantities as may be reasonably required to permit
Payee to sell such shares of common stock after the registration statement is
declared effective. Maker will bear all expenses necessary and incidental to the
performance of its obligations hereunder.

6.    Covenants.
      ---------

Maker covenants and agrees that from and after the date hereof and until the
date of repayment in full of the Obligations it shall comply with the following
conditions:

      (i)   Maintenance of Existence and Conduct of Business. Maker shall, and
      shall cause each of its subsidiaries, if any, to (A) do or cause to be
      done all things necessary to preserve and keep in full force and effect
      its corporate existence and rights; and (B) continue to conduct its
      business so that the business carried on in connection therewith may be
      properly and advantageously conducted at all times.

      (ii)  Books and Records. Maker shall, and shall cause each of its
      subsidiaries, if any, to keep adequate books and records of account with
      respect to its business activities.

      (iii) Insurance. Maker shall, and shall cause each of its subsidiaries, if
      any, to maintain insurance policies insuring such risks as are customarily
      insured against by companies engaged in businesses similar to those
      operated by Maker or such subsidiaries, as the case may be. All such
      policies are to be carried with reputable insurance carriers and shall be
      in such amounts as are customarily insured against by companies with
      similar assets and properties engaged in a similar business.

      (iv)  Compliance with Law. Maker shall, and shall cause each of its
      subsidiaries, if any, to comply in all material respects with all federal,
      state and local laws and regulations applicable to it or such
      subsidiaries, as the case may be, which if breached would have a material
      adverse effect on Maker's or such subsidiaries', as the case may be,
      business or financial condition.

7.    Representations and Warranties of Maker.
      ---------------------------------------

Maker represents and warrants that it: (i) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power to carry on its business as now conducted
and to own its properties and assets it now owns; (ii) is duly qualified or
licensed to do business as a foreign corporation in good standing in the
jurisdictions in which ownership of property or the conduct of its business
requires such qualification except jurisdictions in which the failure to qualify
to do business will have no material adverse effect on its business, prospects,
operations, properties, assets or condition (financial or otherwise); (iii) has
full power and authority to execute and deliver this Note, and that the
execution and delivery of this Note will not result in the breach of or default
under, with or without the giving of notice and/or the passage of time, any
other agreement, arrangement or indenture to which it is a party or by which it
may be bound, or the violation of any law, statute, rule, decree, judgment or
regulation binding upon it; and (iv) has taken and will take all acts


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required, including but not limited to authorizing the signatory hereof on its
behalf to execute this Note, so that upon the execution and delivery of this
Note, it shall constitute the valid and legally binding obligation of Maker
enforceable in accordance with the terms thereof.

8.    Maker's Right to Prepay.
      -----------------------

Maker may prepay this Note at any time.

9.    Acknowledgment of Payee's Investment Representations.
      ----------------------------------------------------

By accepting this Note, Payee acknowledges that this Note has not been and will
not be registered under the Securities Act of 1933 (the "Act") or qualified
under any state securities laws and that the transferability thereof is
restricted by the registration provisions of the Act as well as such state laws.
Based upon the representations and agreements being made by Payee herein, this
Note is being issued to Payee pursuant to an exemption from such registration
provided by Section 4 (2) of the Act and applicable state securities law
qualification exemptions. Payee represents that the acquisition of this Note is
for investment purposes only and not with a view to resale or other distribution
thereof, nor has it been acquired with the intention of selling, transferring or
otherwise disposing of all or any part of it for any particular event or
circumstance, except selling, transferring or disposing of it only upon full
compliance with all applicable provisions of the Act, the Securities Exchange
Act of 1934, the Rules and Regulations promulgated by the Commission thereunder,
and any applicable state securities laws. Payee further understands and agrees
that no transfer of this Note shall be valid unless made in compliance with the
restrictions set forth on the front of this Note, effected on Maker's books by
the registered holder hereof, in person or by an attorney duly authorized in
writing, and similarly noted hereon. Maker may charge Payee a reasonable fee for
any re- registration, transfer or exchange of this Note.

10.   Limitation of Liability.
      -----------------------

No director, officer, employee or stockholder, as such, of Maker shall have any
liability for any obligations of Maker under this Note or for any claim based
on, in respect or by reason of such obligations or their creation. Payee, by
accepting this Note, waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Note.

11.   Limitation of Interest Payments.
      -------------------------------

Nothing contained in this Note or in any other agreement between Maker and Payee
requires Maker to pay or Payee to accept Interest in an amount which would
subject Payee to any penalty or forfeiture under applicable law. In no event
shall the total of all charges payable hereunder, whether of Interest or of such
other charges which may or might be characterized as interest, exceed the
maximum rate permitted to be charged under the laws of the States of New York or
Texas. Should Payee receive any payment which is or would be in excess of that
permitted to be charged under such laws, such


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payment shall have been and shall be deemed to have been made in error and shall
automatically be applied to reduce the Principal outstanding on this Note.

12.   Waiver of Presentment
      ---------------------

Maker and all endorsers, sureties, and guarantors of this instrument jointly and
severally waive, as of the Post-Default Date but not before, presentment and
notice of dishonor.

13.   Miscellaneous.
      -------------

(a) Effect of Forbearance. No forbearance, indulgence, delay or failure to
exercise any right or remedy by Payee with respect to this Note shall operate as
a waiver or as an acquiescence in any default.

(b) Effect of Single or Partial Exercise of Right. No single or partial exercise
of any right or remedy by Payee shall preclude any other or further exercise
thereof or any exercise of any other right or remedy by Payee.

(c) Governing Law. This Note shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the internal laws of the
State of Texas applicable to contracts made and to be performed entirely within
such State.

(d) Headings. The headings and captions of the various paragraphs herein are for
convenience of reference only and shall in no way modify any of the terms or
provisions of this Note.

(e) Loss, Theft, Destruction or Mutilation. Upon receipt by Maker of evidence
reasonably satisfactory to it of loss, theft, destruction or mutilation of this
Note, Maker shall make and deliver or caused to be made and delivered to Payee a
new Note of like tenor in lieu of this Note.

(f) Modification of Note or Waiver of Terms Thereof Relating to Payee. No
modification or waiver of any of the provisions of this Note shall be effective
unless in writing and signed by Payee and then only to the extent set forth in
such writing, nor shall any such modification or waiver be applicable except in
the specific instance for which it is given. This Note may not be discharged
orally but only in writing duly executed by Payee.

(g) Notice. All offers, acceptances, notices, requests, demands and other
communications under this Note shall be in writing and, except as otherwise
provided herein, shall be deemed to have been given only when delivered in
person, via facsimile transmission if receipt thereof is confirmed by the
recipient, or, if mailed, when mailed by certified or registered mail prepaid,
to the parties at their respective addresses first set forth above, or at such
other address as may be given in writing in future by either party to the other.


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(h) Successors and Assigns. This Note shall be binding upon Maker, its
successors, assigns and transferees, and shall inure to the benefit of and be
enforceable by Payee and its successors and assigns.

(i) Severability. If one or more of the provisions or portions of this Note
shall be deemed by any court or quasi-judicial authority to be invalid, illegal
or unenforceable in any respect, the invalidity, illegality or unenforceability
of the remaining provisions, or portions of provisions contained herein shall
not in any way be affected or impaired thereby, so long as this Note still
expresses the intent of the parties. If the intent of the parties cannot be
preserved, this Agreement shall either be renegotiated or rendered null and
void.


IN WITNESS WHEREOF, Maker has caused this Note to be executed on its behalf by
an officer thereunto duly authorized as of the date set forth above.


                                  Fortune Natural Resources Corporation
                                  a Delaware corporation

        [SEAL]

                                  By: /s/ Tyrone J. Fairbanks
                                      ---------------------------------------
                                      Tyrone J. Fairbanks, Chairman
                                      and Chief Executive Officer



ATTEST: /s/ Dean W. Drulias
        ------------------------------
        Dean W. Drulias, Secretary


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