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                                                                     EXHIBIT 2.2



                                     [LOGO]


                         FORTUNE PETROLEUM CORPORATION


                                December 7, 1995


VIA FACSIMILE TRANSMISSION
(405) 840-2528

Tony Viele, President
Northport Production Company
2601 N.W. Expressway Street, Suite 902-E
Oklahoma City, Oklahoma 73112

        Re:     Fortune Petroleum Corporation/PetroFina Acquisition: Our file 
                no. 552.18

Dear Tony:

        This letter will serve to confirm the agreement between Fortune and 
Northport whereby Fortune will acquire that undivided 16-2/3% working interest 
(12-1/2% net revenue interest) in South Timbalier Block 76, offshore Louisiana, 
currently owned by PetroFina but to be acquired by Northport. The purchase 
price is to be $2,900,000, subject to offsets attributable to production 
revenue and expenses subsequent to the effective date of July 1, 1995. This 
transaction is also subject to the retention by Northport of an overriding 
royalty interest which shall not reduce the net revenue interest to Fortune 
below that specified above.

        If the foregoing is consistent with your understanding of the terms of 
this transaction, please confirm that fact by signing and dating in the space 
below and return a copy of this letter to the undersigned by facsimile 
transmission at (310) 477-7663.


                                        Very truly yours,

                                        DEAN W. DRULIAS

                                        DEAN W. DRULIAS
                                        Secretary


ACCEPTED AND AGREED TO THIS
7TH day of December, 1995.

NORTHPORT PRODUCTION COMPANY


By: TONY VIELE
    ------------------------
    TONY VIELE