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                                                                     EXHIBIT 4.2

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement is dated as of _________, 2001 by
and between Torch Offshore, Inc., a Delaware corporation (together with its
successors and assigns, the "Company"), Friends of Lime Rock LP, a Delaware
limited partnership ("Friends of Lime Rock"), and Riverside Investments LLC, a
Delaware limited liability company ("Riverside").

         1. Background. The Company has agreed to issue to Friends of Lime Rock
and Riverside certain shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), pursuant to the transactions contemplated by the
Contribution Agreement dated as of __________ ____, 2001 among the Company,
Friends of Lime Rock, Riverside and Torch, Inc. (the "Contribution Agreement").

         2. Registration under Securities Act, etc.

         2.1. Registration on Request.

              (a) Concurrently with or from time to time after the date hereof,
         upon the written request of any Holder of a majority of the Registrable
         Securities (a "Requesting Holder"), requesting that the Company effect
         the registration under the Securities Act of all or a portion of such
         Requesting Holder's Registrable Securities and specifying the intended
         method of disposition thereof and whether or not such requested
         registration is to be an underwritten offering, subject to the
         limitations set forth in subsection (e) of this Section 2.1, the
         Company will use its best efforts to effect the registration under the
         Securities Act of the Registrable Securities which the Company has been
         so requested to register by the Requesting Holder and any other Holder
         joining in such request (which request shall specify the intended
         method of disposition of such Registrable Securities), to the extent
         requisite to permit the disposition (in accordance with the intended
         methods thereof as aforesaid) of the Registrable Securities so to be
         registered (a "Demand Registration").

              (b) Registration of Other Securities. Whenever the Company shall
         effect a Demand Registration pursuant to this Section 2.1 in connection
         with an underwritten offering, no securities other than Registrable
         Securities shall be included among the securities covered by such
         registration unless (i) the managing underwriter of such offering shall
         have advised the Requesting Holder in writing that the inclusion of
         such other securities would not adversely affect such offering or (ii)
         the Requesting Holder shall have consented in writing to the inclusion
         of such other securities.

              (c) Registration Statement Form. A Demand Registration under this
         Section 2.1 shall be on such appropriate registration form of the
         Commission (i) as shall be selected by the Company and as shall be
         reasonably acceptable to the Requesting Holder, and (ii) as shall
         permit the disposition of such Registrable Securities in accordance
         with the intended method or methods of disposition specified in the
         request for such
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         registration. The Company agrees to include in any such registration
         statement all information which the Requesting Holder shall reasonably
         request.

              (d) Expenses. The Company will pay all Registration Expenses in
         connection with any Demand Registration requested pursuant to this
         Section 2.1. Selling Expenses in connection with this Section 2.1 shall
         be incurred by the participating Holders.

              (e) Limitations on Requested Registrations. The Company's
         obligation to take or continue any action to effect a Demand
         Registration under this Section 2.1 shall be subject to the following:

                  (i) The Company shall not be required to effect more than
              three Demand Registrations pursuant to this Section 2.1.

                  (ii) The Company shall not be required to effect a Demand
              Registration pursuant to this Section 2.1 unless the Requesting
              Holder (together with any other Holder joining in such request)
              has requested the registration of a number of Registrable
              Securities the gross sale proceeds of which are reasonably
              expected to be at least $5 million.

                  (iii) The Company shall not be required to effect a Demand
              Registration pursuant to this Section 2.1 during the period of any
              lock-up agreement entered into pursuant to Section 2.4(c).

                  (iv) The Company shall not be required to effect a Demand
              Registration pursuant to this Section 2.1 after the expiration of
              10 years from the date hereof.

                  (v) The Company shall not be obligated to effect a Demand
              Registration within six months after the effective date of a
              previous Demand Registration.

                  (vi) The Company shall not be obligated to effect a Demand
              Registration if the Company shall furnish to the Requesting Holder
              a certificate signed by the Company's Chairman of the Board
              stating that in the good faith judgment of the Board of Directors
              of the Company, it would be materially harmful to the economic
              prospects of the Company for such Demand Registration to be
              effected at such time, in which event the Company shall have the
              right to defer such filing for a period of not more than 45 days
              after receipt of the initial request for the Demand Registration.

              (f) Selection of Underwriters. If a Demand Registration pursuant
         to this Section 2.1 involves an underwritten offering, the underwriter
         or underwriters thereof shall be selected by the Company, with the
         reasonable approval of the Requesting Holder.




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         2.2. Incidental Registration.

              (a) Right to Include Registrable Securities. If the Company at any
         time proposes to register any of its securities under the Securities
         Act (other than (i) in connection with a registration statement on Form
         S-8 or Form S-4 or any similar successor form and the registration form
         to be used may be used for the registration of Registrable Securities,
         or (ii) pursuant to Section 2.1) (an "Incidental Registration"),
         whether or not for sale for its own account, it will each such time
         give prompt written notice to the Holders of its intention to do so and
         of the Holders' rights under this Section 2.2. Upon the written request
         of the any Holder made within ten (10) days after the receipt of any
         such notice (which request shall specify the Registrable Securities
         intended to be disposed of and the intended method of disposition
         thereof), the Company will use its best efforts to effect the
         registration under the Securities Act of all Registrable Securities
         that the Company has been so requested to register, to the extent
         requisite to permit the disposition (in accordance with the intended
         methods thereof as aforesaid) of the Registrable Securities so to be
         registered, provided that if, at any time after giving written notice
         of its intention to register any securities and prior to the effective
         date of the registration statement filed in connection with such
         registration, the Company shall determine for any reason not to
         register or to delay registration of such securities, the Company may,
         at its election, give written notice of such determination to the
         Holders participating in such registration and, thereupon, (i) in the
         case of a determination not to register, shall be relieved of its
         obligation to register any Registrable Securities in connection with
         such registration (but not from its obligation to pay the Registration
         Expenses in connection therewith), without prejudice, however, to the
         rights of the Holders to request that such registration be effected as
         a Demand Registration under Section 2.1, and (ii) in the case of a
         determination to delay registering, shall be permitted to delay
         registering any Registrable Securities, for the same period as the
         delay in registering such other securities. No registration effected
         under this Section 2.2 shall be deemed to have been effected pursuant
         to Section 2.1 or shall relieve the Company of its obligation to effect
         any registration upon request under Section 2.1. The Company will pay
         all Registration Expenses in connection with each registration of
         Registrable Securities requested pursuant to this Section 2.2 and any
         Selling Expenses shall be incurred by the participating Holders.

              (b) Priority in Incidental Registrations.

                  (i) If (A) a registration pursuant to this Section 2.2
              involves an underwritten offering of the securities so being
              registered for sale for the account of a stockholder (other than
              the Holders) exercising a demand registration right pursuant to
              another registration rights agreement to be distributed by or
              through one or more underwriters of recognized standing under
              underwriting terms appropriate for such a transaction, and (B) the
              managing underwriter of such underwritten offering informs the
              Company and the Holders in writing of its opinion that the number
              of securities requested to be included in such registration will
              adversely affect the success of such offering, then the Company
              will include in such registration, to the extent of the number
              that the Company is so advised can be sold in (or during the time
              of) such offering: first, such securities proposed



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              by the stockholder exercising the demand registration right to be
              sold for its account; second, such securities requested to be
              included pursuant to incidental registration rights in such
              registration by the holder or holders, as the case may be,
              including the Holders, pro rata on the basis of the number of such
              securities so proposed to be sold by all such security holders and
              so requested to be included; and third, such securities proposed
              by the Company to be sold for its own account.

                  (ii) If (A) a registration pursuant to this Section 2.2
              involves an underwritten offering of the securities so being
              registered for sale for the account of the Company, to be
              distributed by or through one or more underwriters of recognized
              standing under underwriting terms appropriate for such a
              transaction, and (B) the managing underwriter of such underwritten
              offering shall inform the Company and the Holders in writing of
              its opinion that the number of securities requested to be included
              in such registration will adversely affect the success of such
              offering, then the Company will include in such registration, to
              the extent of the number that the Company is so advised can be
              sold in (or during the time of) such offering: first, securities
              proposed by the Company to be sold for its own account; and
              second, such securities requested to be included pursuant to
              incidental registration rights in such registration by the holder
              or holders, as the case may be, including the Holders, pro rata on
              the basis of the number of such securities so proposed to be sold
              by all such security holders and so requested to be included.

         2.3. Registration Procedures. If and whenever the Company is required
to use its best efforts to effect the registration of any Registrable Securities
under the Securities Act as provided in Sections 2.1 and 2.2, the Company will
as expeditiously as possible:

              (a) prepare and file with the Commission the requisite
         registration statement to effect such registration and thereafter use
         its best efforts to cause such registration statement to become
         effective, provided that the Company may discontinue any registration
         of its securities that are not Registrable Securities (and, under the
         circumstances specified in Section 2.2(a), its securities that are
         Registrable Securities) at any time prior to the effective date of the
         registration statement relating thereto;

              (b) prepare and file with the Commission such amendments and
         supplements to such registration statement and the prospectus used in
         connection therewith as may be necessary to keep such registration
         statement effective and to comply with the provisions of the Securities
         Act with respect to the disposition of all securities covered by such
         registration statement until the earlier of (i) 180 days following the
         effectiveness of such registration statement or (ii) such time as all
         of such securities have been disposed of in accordance with the
         intended methods of disposition by the seller or sellers thereof set
         forth in such registration statement;

              (c) furnish to the Holders such number of conformed copies of such
         registration statement and of each such amendment and supplement
         thereto (in each case including all exhibits), such number of copies of
         the prospectus contained in such



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         registration statement (including each preliminary prospectus and any
         summary prospectus) and any other prospectus filed under Rule 424 under
         the Securities Act, in conformity with the requirements of the
         Securities Act, and such other documents, as the Holders may reasonably
         request;

              (d) use its best efforts to register or qualify all Registrable
         Securities and other securities covered by such registration statement
         under such other securities or blue sky laws of such jurisdictions as
         the Holders shall reasonably request, to keep such registration or
         qualification in effect for so long as such registration statement
         remains in effect, and take any other action that may be reasonably
         necessary or advisable to enable the Holders to consummate the
         disposition in such jurisdictions of the securities owned by it, except
         that the Company shall not for any such purpose be required to qualify
         generally to do business as a foreign corporation in any jurisdiction
         wherein it would not but for the requirements of this subdivision (d)
         be obligated to be so qualified, to subject itself to taxation in any
         such jurisdiction or to consent to general service of process in any
         such jurisdiction;

              (e) use its best efforts to cause all Registrable Securities
         covered by such registration statement to be registered with or
         approved by such other governmental agencies or authorities as may be
         necessary to enable the seller or sellers thereof to consummate the
         disposition of such Registrable Securities;

              (f) in an underwritten offering, furnish to the Holders a signed
         counterpart, addressed to such seller (and underwriters, if any) of:

                  (i) an opinion of counsel for the Company, dated the effective
              date of such registration statement (and, if such registration
              includes an underwritten public offering, dated the date of the
              closing under the underwriting agreement), reasonably satisfactory
              in form and substance to such seller, and

                  (ii) a "comfort" letter, dated the effective date of such
              registration statement (and, if such registration includes an
              underwritten public offering, dated the date of the closing under
              the underwriting agreement), signed by the independent public
              accountants who have certified the Company's financial statements
              included in such registration statement,

         covering substantially the same matters with respect to such
         registration statement (and the prospectus included therein) and, in
         the case of the accountants' letter, with respect to events subsequent
         to the date of such financial statements, as are customarily covered in
         opinions of issuer's counsel and in accountants' letters delivered to
         the underwriters in underwritten public offerings of securities and, in
         the case of the accountants' letter, such other financial matters, and,
         in the case of the legal opinion, such other legal matters, as such
         seller may reasonably request;

              (g) notify the Holders, at any time when a prospectus relating
         thereto is required to be delivered under the Securities Act, upon
         discovery that, or upon the happening of any event as a result of
         which, the prospectus included in such registration



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         statement, as then in effect, includes an untrue statement of a
         material fact or omits to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading in
         the light of the circumstances under which they were made, and at the
         request of the Holders promptly prepare and furnish to the Holders a
         reasonable number of copies of a supplement to or an amendment of such
         prospectus as may be necessary so that, as thereafter delivered to the
         purchasers of such securities, such prospectus shall not include an
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in the light of the circumstances under which
         they were made;

              (h) otherwise use its best efforts to comply with all applicable
         rules and regulations of the Commission, and make available to its
         security holders, as soon as reasonably practicable, an earnings
         statement covering the period of at least twelve months, but not more
         than eighteen months, beginning with the first full calendar month
         after the effective date of such registration statement, which earnings
         statement shall satisfy the provisions of Section 11(a) of the
         Securities Act;

              (i) furnish to the Holders at least five (5) business days prior
         to the filing thereof a copy of any amendment or supplement to such
         registration statement or prospectus and shall not file any thereof to
         which the Holders shall have reasonably objected on the grounds that
         such amendment or supplement does not comply in all material respects
         with the requirements of the Securities Act or of the rules or
         regulations thereunder;

              (j) provide and cause to be maintained a transfer agent and
         registrar for all Registrable Securities covered by such registration
         statement from and after a date not later than the effective date of
         such registration statement;

              (k) use its best efforts to list all Registrable Securities
         covered by such registration statement on any securities exchange or
         automated quotation system on which any of the Registrable Securities
         is then listed; and

              (l) (enter into such agreements and take such other actions as the
         Holders shall reasonably request in order to expedite or facilitate the
         disposition of such Registrable Securities.

The Company may require the Holders participating in a registration to furnish
the Company such information regarding such Holder and the distribution of such
securities as the Company may from time to time reasonably request in writing.

         Each Holder agrees that upon receipt of any notice from the Company of
the happening of any event of the kind described in subdivision (g) of this
Section 2.3, the Holder will forthwith discontinue its disposition of
Registrable Securities pursuant to the registration statement relating to such
Registrable Securities until the Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by subdivision (g) of this
Section 2.3 and, if so directed by the Company, will deliver to the Company (at
the Company's expense) all copies, other than



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permanent file copies, then in the Holder's possession of the prospectus
relating to such Registrable Securities current at the time of receipt of such
notice.

         2.4. Underwritten Offerings; Lockup Agreements.

              (a) Requested Underwritten Offerings. If requested by the
         underwriters for any underwritten offering by a Holder pursuant to a
         Demand Registration requested under Section 2.1, the Company will enter
         into an underwriting agreement with such underwriters for such
         offering, such agreement to be reasonably satisfactory in substance and
         form to the Company, the Holder and the underwriters and to contain
         such representations and warranties by the Company and such other terms
         as are generally prevailing in agreements of this type, including,
         without limitation, indemnities to the effect and to the extent
         provided in Section 2.6 and customary contribution provisions, and a
         customary "lock-up" agreement not to sell or otherwise dispose of
         Common Stock or securities exercisable, exchangeable or convertible
         therefore or derivatives thereof for up to 180 days from the date of
         any prospectus used in such an offering, on the terms and to the extent
         reasonably requested by the underwriters with respect to such offering.
         The Holder shall be a party to such underwriting agreement and agrees
         to (a) sell its securities on the basis provided in any underwriting
         agreements and (b) complete and execute all customary questionnaires,
         underwriting agreements and other documents reasonably required under
         the terms of such underwriting agreements. The Holders shall not be
         required to make any representations or warranties to the Company or
         the underwriters other than representations, warranties regarding the
         Holders, its Registrable Securities and its intended method of
         distribution and any other representation required by law.

              (b) Incidental Underwritten Offerings. If the Company at any time
         proposes to register any of its securities under the Securities Act
         whether or not for sale for its own account as contemplated by Section
         2.2 and such securities are to be distributed by or through one or more
         underwriters, the Company will, if requested by the Holders as provided
         in Section 2.2 and subject to the provisions of Section 2.2(b), arrange
         for such underwriters to include all the Registrable Securities to be
         offered and sold by the Holders among the securities to be distributed
         by such underwriters. The participating Holders shall be a party to the
         underwriting agreement between the Company and such underwriters and
         agrees to (a) sell its securities on the basis provided in any
         underwriting agreements and (b) complete and execute all customary
         questionnaires, underwriting agreements and other documents reasonably
         required under the terms of such underwriting agreements. The Holders
         shall not be required to make any representations or warranties to the
         Company or the underwriters other than representations, warranties
         regarding the Holders, its Registrable Securities and its intended
         method of distribution and any other representation required by law.

              (c) Lockup by Holders. Each holder will, in connection with the
         Company's initial public offering of its Common Stock, agree to a
         customary lock-up agreement with respect to sales by it of Registrable
         Securities for up to 180 days following the pricing of such an
         offering, if and to the same extent as shall be agreed to by at least a
         majority of the other stockholders of the Company.




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         2.5. Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement under the Securities Act
pursuant to this Agreement, the Company will give the Holders, and their counsel
and accountants, the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the
Commission, and each amendment thereof or supplement thereto, and will give it
such access to its books and records and such opportunities to discuss the
business of the Company with its officers and the independent public accountants
who have certified its financial statements as shall be necessary, in the
opinion of the Holders' counsel, to conduct a reasonable investigation within
the meaning of the Securities Act.

         2.6. Indemnification.

              (a) Indemnification by the Company. In the event of any
         registration of any securities of the Company under the Securities Act,
         the Company will, and hereby does, in the case of any registration
         statement filed pursuant to Section 2.1 or 2.2, indemnify and hold
         harmless the Holders, its directors and officers, and each other
         Person, if any, who controls any Holder within the meaning of the
         Securities Act against any losses, claims, damages or liabilities,
         joint or several, to which the Holders or any such director or officer
         or controlling person may become subject under the Securities Act or
         otherwise, insofar as such losses, claims, damages or liabilities (or
         actions or proceedings, whether commenced or threatened, in respect
         thereof) arise out of or are based upon any untrue statement or alleged
         untrue statement of any material fact contained in any registration
         statement under which such securities were registered under the
         Securities Act, any preliminary prospectus, final prospectus or summary
         prospectus contained therein, or any amendment or supplement thereto,
         or any omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and the Company will reimburse the Holders and
         each such director, officer, and controlling person for any legal or
         any other expenses reasonably incurred by them in connection with
         investigating or defending any such loss, claim, liability, action or
         proceeding; provided that the Company shall not be liable in any such
         case to the extent that any such loss, claim, damage, liability (or
         action or proceeding in respect thereof) or expense arises out of or is
         based upon an untrue statement or alleged untrue statement or omission
         or alleged omission made in such registration statement, any such
         preliminary prospectus, final prospectus, summary prospectus, amendment
         or supplement in reliance upon and in conformity with written
         information furnished to the Company by a Holder specifically stating
         that it is for use in the preparation thereof. Such indemnity shall
         remain in full force and effect regardless of any investigation made by
         or on behalf of any Holder or any such director, officer, underwriter
         or controlling person and shall survive the transfer of such securities
         by such Holder.

              (b) Indemnification by the Holders. The Company may require, as a
         condition to including any Registrable Securities in any registration
         statement filed pursuant to Section 2.6, that the Company shall have
         received an undertaking satisfactory to it from each participating
         Holder, to indemnify and hold harmless (in the same manner and to the
         same extent as set forth in subdivision (a) of this Section 2.6) the
         Company, each director of the Company, each officer of the Company and
         each other Person, if any,



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         who controls the Company within the meaning of the Securities Act, with
         respect to any statement or alleged statement in or omission or alleged
         omission from such registration statement, any preliminary prospectus,
         final prospectus or summary prospectus contained therein, or any
         amendment or supplement thereto, if such statement or alleged statement
         or omission or alleged omission was made in reliance upon and in
         conformity with written information furnished to the Company by the
         Holder specifically stating that it is for use in the preparation of
         such registration statement, preliminary prospectus, final prospectus,
         summary prospectus, amendment or supplement. Such indemnity shall
         remain in full force and effect, regardless of any investigation made
         by or on behalf of the Company or any such director, officer or
         controlling Person and shall survive the transfer of such securities by
         any Holder.

              (c) Notices of Claims, etc. Promptly after receipt by an
         indemnified party of notice of the commencement of any action or
         proceeding involving a claim referred to in the preceding subdivisions
         of this Section 2.6, such indemnified party will, if a claim in respect
         thereof is to be made against an indemnifying party, give written
         notice to the latter of the commencement of such action, provided that
         the failure of any indemnified party to give notice as provided herein
         shall not relieve the indemnifying party of its obligations under the
         preceding subdivisions of this Section 2.6, except to the extent that
         the indemnifying party is actually prejudiced by such failure to give
         notice. In case any such action is brought against an indemnified
         party, unless in such indemnified party's reasonable judgment a
         conflict of interest between such indemnified and indemnifying parties
         may exist in respect of such claim, the indemnifying party shall be
         entitled to participate in and to assume the defense thereof, jointly
         with any other indemnifying party similarly notified to the extent that
         it may wish, with counsel reasonably satisfactory to such indemnified
         party, and after notice from the indemnifying party to such indemnified
         party of its election so to assume the defense thereof, the
         indemnifying party shall not be liable to such indemnified party for
         any legal or other expenses subsequently incurred by the latter in
         connection with the defense thereof other than reasonable costs of
         investigation. No indemnifying party shall, without the consent of the
         indemnified party, consent to entry of any judgment or enter into any
         settlement that does not include as an unconditional term thereof the
         giving by the claimant or plaintiff to such indemnified party of a
         release from all liability in respect to such claim or litigation.

              (d) Indemnification Payments. The indemnification required by this
         Section 2.6 shall be made by periodic payments of the amount thereof
         during the course of the investigation or defense, as and when bills
         are received or expense, loss, damage or liability is incurred.

         3. Definitions. As used herein, unless the context otherwise requires,
the following terms have the following respective meanings:

              COMMISSION: The Securities and Exchange Commission or any other
         federal agency at the time administering the Securities Act.




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              COMPANY: As defined in the introductory paragraph of this
         Agreement. For purposes of this Agreement, all references to the
         Company shall be deemed to include any successor entity or transferee.

              EXCHANGE ACT: The Securities Exchange Act of 1934, or any similar
         federal statute, and the rules and regulations of the Commission
         thereunder, all as the same shall be in effect from time to time.
         Reference to a particular section of the Exchange Act shall include a
         reference to the comparable section, if any, of any other similar
         federal statute.

              FRIENDS OF LIME ROCK: As defined in the introductory paragraph of
         this Agreement.

              HOLDER: Friends of Lime Rock, Riverside and any Person to which
         either of such Persons transfers Registrable Securities.

              PERSON: A corporation, an association, a partnership, a business,
         an individual, a governmental or political subdivision thereof or a
         governmental agency.

              REGISTRABLE SECURITIES: Any of the Company's Common Stock issued
         to the Holders pursuant to the Contribution Agreement, and any
         securities issued to issuable with respect to any such Common Stock by
         way of distribution or in connection with any reorganization,
         recapitalization, merger, consolidation or otherwise. As to any
         particular Registrable Securities, once issued such securities shall
         cease to be Registrable Securities when (a) a registration statement
         with respect to the sale of such securities shall have become effective
         under the Securities Act and such securities shall have been disposed
         of in accordance with such registration statement, (b) they shall have
         been distributed to the public pursuant to Rule 144 (or any successor
         provision) under the Securities Act, (c) with respect to any Holder,
         the Registrable Securities held by such Holder represent less than 1%
         of the then issued and outstanding shares of Common Stock, such Holder
         is not an "affiliate" of the Company, and such shares may be sold
         freely by such Holder without restriction under Rule 144(k) (or any
         successor provision), or (d) they shall have ceased to be outstanding.

              REGISTRATION EXPENSES: All expenses incident to the Company's
         performance of or compliance with Section 2.1 or 2.2, including,
         without limitation, all salaries of Company personnel or general
         overhead expenses of the Company, auditing fees, premiums or other
         expenses relating to liability insurance required by underwriters of
         the Company, or other expenses for the preparation of financial
         statements, all registration, filing and National Association of
         Securities Dealers fees, all fees and expenses of complying with
         securities or blue sky laws, all word processing, duplicating and
         printing expenses, messenger and delivery expenses, the fees and
         disbursements of counsel for the Company and of its independent public
         accountants, including the expenses of any special audits or "cold
         comfort" letters required by or incident to such performance and
         compliance, the reasonable fees and disbursements of not more than one
         special counsel selected by the holders of a majority of the
         Registrable Securities included in such



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         registration, and any fees and disbursements of underwriters
         customarily paid by issuers or sellers of securities, but excluding
         Selling Expenses.

              RIVERSIDE: As defined in the introductory paragraph of this
         Agreement.

              SECURITIES ACT: The Securities Act of 1933, or any similar federal
         statute, and the rules and regulations of the Commission thereunder,
         all as of the same shall be in effect from time to time. References to
         a particular section of the Securities Act shall include a reference to
         the comparable section, if any, of any other similar federal statute.

              SELLING EXPENSES: Underwriting discounts and commissions and stock
         transfer taxes relating to securities registered by the Holders.

         4. Rule 144: The Company will file the reports required to be filed by
it under the Securities Act and the Exchange Act and the rules and regulations
adopted by the Commission thereunder and will take such further action as the
Holders may reasonably request, all to the extent required from time to time to
enable the Holders to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule 144
under the Securities Act, as such rule may be amended from time to time or (b)
any similar rule or regulation hereafter adopted by the Commission. Upon the
request of any Holder, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements. After any sale
of Registrable Securities pursuant to this Section 4, the Company will, to the
extent allowed by law, cause any restrictive legends to be removed and any
transfer restrictions to be rescinded with respect to such Registrable
Securities.

         5. Amendments and Waivers. This Agreement may be amended and the
Company may take any action herein prohibited or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act, of the Holders of
a majority of the Registrable Securities. The Holders of any Registrable
Securities at the time or thereafter outstanding shall be bound by any consent
authorized by this Section 5, whether or not such Registrable Securities shall
have been marked to indicate such consent.

         6. Nominees for Beneficial Holders. In the event that any Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election, be treated as the holder of such
Registrable Securities for purposes of this Agreement. If the beneficial owner
of any Registrable Securities so elects, the Company may require assurances
reasonably satisfactory to it of such owner's beneficial ownership of such
Registrable Securities.

         7. Notices. All communications provided for hereunder shall be sent by
first-class mail and (a) if addressed to Riverside or Friends of Lime Rock, at
Lime Rock Management, LP, 518 Riverside Avenue, Bldg. 2, 2nd Floor, Westport,
Connecticut 06880, Attn: John Reynolds, (b) if addressed to any other Holder, to
the address specified by such Holder upon its receipt of Registrable Securities,
or (c) if addressed to the Company, at _________________________ or at such
other address, or to the attention of such other officer, as the Company shall
have furnished to the Holders at the time outstanding; provided, however, that
any such



                                      -11-
<PAGE>   12

communication to the Company may also, at the option of any Holder, be either
delivered to the Company at its address set forth above or to any officer of the
Company.

         8. Assignment. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and assigns. In addition, and whether or not any express assignment
shall have been made, the provisions of this Agreement that are for the benefit
of any Holder shall also be for the benefit of and enforceable by any subsequent
holder of any Registrable Securities, subject to the provisions respecting the
minimum numbers or percentages of shares of Registrable Securities required in
order to be entitled to certain rights, or take certain actions, contained
herein.

         9. Descriptive Headings. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.

         10. Specific Performance. The parties hereto recognize and agree that
money damages may be insufficient to compensate the Holders for breaches by the
Company of the terms hereof and, consequently, that the equitable remedy of
specific performance of the terms hereof will be available in the event of any
such breach.

         11. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF
THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

         12. Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

         13. Other Agreements. For as long as there are any Registrable
Securities outstanding, the Company will not grant any registration rights more
favorable to the holder thereof than those granted to the Holders by this
Agreement, or that reduce or conflict with or are inconsistent with the rights
given to the Holders, in each case without the consent of the Holders of a
majority of the Registrable Securities.




                                      -12-
<PAGE>   13

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.

                                COMPANY:

                                TORCH OFFSHORE, INC.


                                By:
                                   ---------------------------------------------
                                Name:
                                     -------------------------------------------
                                Title:
                                      ------------------------------------------


                                FRIENDS OF LIME ROCK LP
                                By:  Lime Rock Partners, LLC
                                        its general partner


                                By:
                                   ---------------------------------------------
                                Name:
                                     -------------------------------------------
                                Title:
                                      ------------------------------------------

                                RIVERSIDE INVESTORS LLC
                                By:  The Beacon Group Investment Fund II,
                                        its sole member
                                By:  Beacon Energy Investors II, L.P.,
                                        its general partner


                                By:
                                   ---------------------------------------------
                                Name:
                                     -------------------------------------------
                                Title:
                                      ------------------------------------------





                                      -13-