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                        RUTHERFORD-MORAN OIL CORPORATION

                   10 3/4% Senior Subordinated Notes due 2004

                         REGISTRATION RIGHTS AGREEMENT

                                                              September 29, 1997

Credit Suisse First Boston Corporation
Bear, Stearns & Co. Inc.
Chase Securities Inc.
NationsBanc Capital Markets, Inc.
c/o Credit Suisse First Boston Corporation
         Eleven Madison Avenue
         New York, New York  10010-3629

Ladies and Gentlemen:

                 Rutherford-Moran Oil Corporation, a Delaware corporation (the
"Issuer" or "Company"), proposes to issue and sell to Credit Suisse First
Boston Corporation, Bear, Stearns & Co. Inc., Chase Securities Inc. and
NationsBanc Capital Markets, Inc. (collectively, the "Initial Purchasers"),
upon the terms set forth in a purchase agreement of even date herewith (the
"Purchase Agreement"), $120,000,000 aggregate principal amount of its 10 3/4%
Senior Subordinated Notes due 2004 (the "Notes") to be unconditionally
guaranteed on a senior subordinated basis (the "Subsidiary Guaranties") by
Rutherford-Moran Exploration Company, Thai Romo Holdings, Inc., and Thai Romo
Limited and each Restricted Subsidiary (as defined in the Indenture described
below) hereafter existing (collectively, the "Subsidiary Guarantors" and
together with the Issuer, the "Company").  The Notes will be issued pursuant to
an Indenture, dated as of September 29, 1997 (the "Indenture") among the
Issuer, the Subsidiary Guarantors and Bank of Montreal Trust Company, as
Trustee (the "Trustee").  As an inducement to the Initial Purchasers, the
Company agrees with the Initial Purchasers, for the benefit of the holders of
the Notes (including, without limitation, the Initial Purchasers), the Exchange
Notes (as defined below) and the Private Exchange Notes (as defined below)
(collectively the "Holders"), as follows:

                 1.  Registered Exchange Offer.  The Company shall, at its
cost, prepare and, not later than 60 days after (or if the 60th day is not a
business day, the first business day thereafter) the date of original issue of
the Notes (the "Issue Date"), file with the Securities and Exchange Commission
(the "Commission") a registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act of 1933, as amended
(the "Securities Act"), with

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respect to a proposed offer (the "Registered Exchange Offer") to the Holders of
Transfer Restricted Notes (as defined in Section 6(d) hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange
for the Notes, a like aggregate principal amount of debt securities (the
"Exchange Notes") of the Issuer issued under the Indenture and identical in all
material respects to the Notes (except for the transfer restrictions relating
to the Notes) that would be registered under the Securities Act.  The Company
shall use its best efforts to cause such Exchange Offer Registration Statement
to become effective under the Securities Act within 180 days (or if the 180th
day is not a business day, the first business day thereafter) after the Issue
Date of the Notes and shall keep the Exchange Offer Registration Statement
effective for not less than 30 days (or longer, if required by applicable law)
after the date notice of the Registered Exchange Offer is mailed to the Holders
(such period being called the "Exchange Offer Registration Period").

                 If the Issuer effects the Registered Exchange Offer, the
Issuer will be entitled to close the Registered Exchange Offer 30 days after
the commencement thereof provided that the Company has accepted all the Notes
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer.

                 Following the declaration of the effectiveness of the Exchange
Offer Registration Statement, the Company shall promptly commence the
Registered Exchange Offer, it being the objective of such Registered Exchange
Offer to enable each Holder of Transfer Restricted Notes electing to exchange
the Notes for Exchange Notes (assuming that such Holder is not an affiliate of
the Company within the meaning of the Securities Act, acquires the Exchange
Notes in the ordinary course of such Holder's business and has no arrangements
with any person to participate in the distribution of the Exchange Notes and is
not prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such Exchange Notes from and after their
receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the several states
of the United States.

                 The Company acknowledges that, pursuant to current
interpretations by the Commission's staff of Section 5 of the Securities Act,
in the absence of an applicable exemption therefrom, (i) each Holder which is a
broker dealer electing to exchange Notes, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing
the information set forth in Annex A hereto on the cover, in Annex B hereto in
the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer"
section, and in Annex C hereto in the "Plan of Distribution"
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section of such prospectus in connection with a sale of any such Exchange Notes
received by such Exchanging Dealer pursuant to the Registered Exchange Offer
and (ii) an Initial Purchaser that elects to sell Exchange Notes acquired in
exchange for Notes constituting any portion of an unsold allotment is required
to deliver a prospectus containing the information required by Items 507 or 508
of Regulation S-K under the Securities Act, as applicable, in connection with
such sale.

                 The Company shall use its best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Notes; provided, however, that (i)
in the case where such prospectus and any amendment or supplement thereto must
be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall
be the lesser of 180 days and the date on which all Exchanging Dealers and the
Initial Purchasers have sold all Exchange Notes held by them (unless such
period is extended pursuant to Section 3(j) below) and (ii) the Company shall
make such prospectus and any amendment or supplement thereto, available to any
broker-dealer for use in connection with any resale of any Exchange Notes for a
period not less than 90 days after the consummation of the Registered Exchange
Offer.

                 If, upon consummation of the Registered Exchange Offer, any
Initial Purchaser holds Notes acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Notes pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Notes held by such Initial Purchaser,
a like principal amount of debt securities of the Company issued under the
Indenture and identical in all material respects (including the existence of
restrictions on transfer under the Securities Act and the securities laws of
the several states of the United States) to the Notes (the "Private Exchange
Notes").  The Notes, the Exchange Notes and the Private Exchange Notes are
herein collectively called the "Securities".

                 In connection with the Registered Exchange Offer, the Company
shall:

                 (a)  mail to each Holder a copy of the prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;
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                 (b)  keep the Registered Exchange Offer open for not less than
         30 days (or longer, if required by applicable law) after the date
         notice thereof is mailed to the Holders;

                 (c)  utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City
         of New York, which may be the Trustee or an affiliate of the Trustee;

                 (d)  permit Holders to withdraw tendered Notes at any time
         prior to the close of business, New York time, on the last business
         day on which the Registered Exchange Offer shall remain open; and

                 (e)  otherwise comply with all applicable laws.

                 As soon as practicable after the close of the Registered
Exchange Offer or the Private Exchange, as the case may be, the Company shall:

              (i)  accept for exchange all the Notes validly tendered and not 
         withdrawn pursuant to the Registered Exchange Offer and the Private 
         Exchange;

             (ii)  deliver to the Trustee for cancellation all the Notes so
         accepted for exchange; and

            (iii)  cause the Trustee to authenticate and deliver promptly to
         each Holder of the Notes, Exchange Notes or Private Exchange Notes, as
         the case may be, equal in principal amount to the Notes of such Holder
         so accepted for exchange.

                 The Indenture will provide that the Exchange Notes will not be
subject to the transfer restrictions set forth in the Indenture and that all
the Securities will vote and consent together on all matters as one class and
that none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

                 Interest on each Exchange Note and Private Exchange Note
issued pursuant to the Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on which interest was paid on
the Notes surrendered in exchange therefor or, if no interest has been paid on
the Notes, from the date of original issue of the Notes.

                 Each Holder participating in the Registered Exchange Offer
shall be required to represent to the Company that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Notes received
by such Holder will be acquired in the ordinary course of business, (ii) such
Holder will have no arrangements or understanding with any person to
participate in
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the distribution of the Notes or the Exchange Notes within the meaning of the
Securities Act, (iii) such Holder is not an "affiliate", as defined in Rule 405
of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Notes and (v) if such Holder is a broker-dealer,
that it will receive Exchange Notes for its own account in exchange for Notes
that were acquired as a result of market-making activities or other trading
activities and that it will be required to acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes.

                 Notwithstanding any other provisions hereof, the Company will
ensure that (i) any Exchange Offer Registration Statement and any amendment
thereto and any prospectus forming part thereof and any supplement thereto
complies in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and any
amendment thereto does not, when it becomes effective, contain 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 and
(iii) any prospectus forming part of any Exchange Offer Registration Statement,
and any supplement to such prospectus, does not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

                 2.  Shelf Registration.  If, (i) because of any change in law
or in applicable interpretations thereof by the staff of the Commission, the
Company is not permitted to effect a Registered Exchange Offer, as contemplated
by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated
within 180 days of the Issue Date, (iii) any Initial Purchaser so requests with
respect to the Notes (or the Private Exchange Notes) not eligible to be
exchanged for Exchange Notes in the Registered Exchange Offer and held by it
following consummation of the Registered Exchange Offer or (iv) any Holder
(other than an Exchanging Dealer) is not eligible to participate in the
Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Notes on the date of the
exchange, the Company shall take the following actions:

                 (a)  The Company shall, at its cost, as promptly as
         practicable (but in no event more than 30 days after so required or
         requested pursuant to this Section 2) file with the Commission and
         thereafter shall use its best efforts to
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         cause to be declared effective a registration statement (the "Shelf
         Registration Statement" and, together with the Exchange Offer
         Registration Statement, a "Registration Statement") on an appropriate
         form under the Securities Act relating to the offer and sale of the
         Transfer Restricted Notes by the Holders thereof from time to time in
         accordance with the methods of distribution set forth in the Shelf
         Registration Statement and Rule 415 under the Securities Act
         (hereinafter, the "Shelf Registration"); provided, however, that no
         Holder (other than an Initial Purchaser) shall be entitled to have the
         Securities held by it covered by such Shelf Registration Statement
         unless such Holder agrees in writing to be bound by all the provisions
         of this Agreement applicable to such Holder.

                 (b)  The Company shall use its best efforts to keep the Shelf
         Registration Statement continuously effective in order to permit the
         prospectus included therein to be lawfully delivered by the Holders of
         the relevant Securities until the expiration of the holding period
         with respect to the Securities set forth in clause (k) of Rule 144
         promulgated under the Securities Act (or for such longer period if
         extended pursuant to Section 3(j) below) or such shorter period that
         will terminate when all the Securities covered by the Shelf
         Registration Statement have been sold pursuant thereto. The Company
         shall be deemed not to have used its best efforts to keep the Shelf
         Registration Statement effective during the requisite period if it
         voluntarily takes any action that would result in Holders of
         Securities covered thereby not being able to offer and sell such
         Securities during that period, unless such action is required by
         applicable law.

                 (c)  Notwithstanding any other provisions of this Agreement to
         the contrary, the Company shall cause the Shelf Registration Statement
         and the related prospectus and any amendment or supplement thereto, as
         of the effective date of the Shelf Registration Statement, amendment
         or supplement, (i) to comply in all material respects with the
         applicable requirements of the Securities Act and the rules and
         regulations of the Commission and (ii) not to contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading.

                 3.  Registration Procedures.  In connection with any Shelf
Registration contemplated by Section 2 hereof and, to the extent applicable,
any Registered Exchange Offer contemplated by Section 1 hereof, the following
provisions shall apply:

                 (a)  The Company shall (i) furnish to each Initial Purchaser,
         prior to the filing thereof with the Commission,
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         a copy of the Registration Statement and each amendment thereof and
         each supplement, if any, to the prospectus included therein and, in
         the event that an Initial Purchaser (with respect to any portion of an
         unsold allotment from the original offering) is participating in the
         Registered Exchange Offer or the Shelf Registration Statement, shall
         use its best efforts to reflect in each such document, when so filed
         with the Commission, such comments as such Initial Purchaser
         reasonably may propose; (ii) include the information set forth in
         Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
         Procedures" section and the "Purpose of the Exchange Offer" section
         and in Annex C hereto in the "Plan of Distribution" section of the
         prospectus forming a part of the Exchange Offer Registration Statement
         and include the information set forth in Annex D hereto in the Letter
         of Transmittal delivered pursuant to the Registered Exchange Offer;
         (iii) if requested by an Initial Purchaser, include the information
         required by Items 507 or 508 of Regulation S-K under the Securities
         Act, as applicable, in the prospectus forming a part of the Exchange
         Offer Registration Statement; (iv) include within the prospectus
         contained in the Exchange Offer Registration Statement a section
         entitled "Plan of Distribution" reasonably acceptable to the Initial
         Purchasers, which shall contain a summary statement of the positions
         taken or policies made by the staff of the Commission with respect to
         the potential "underwriter" status of any broker-dealer that is the
         beneficial owner (as defined in Rule 13d-3 under the Securities
         Exchange Act of 1934, as amended (the "Exchange Act")) of Exchange
         Notes received by such broker-dealer in the Registered Exchange Offer
         (a "Participating Broker-Dealer"), whether such positions or policies
         have been publicly disseminated by the staff of the Commission or such
         positions or policies, in the reasonable judgment of the Initial
         Purchasers based upon advice of counsel (which may be in-house
         counsel), represent the prevailing views of the staff of the
         Commission; and (v) in the case of a Shelf Registration Statement,
         include the names of the Holders, who propose to sell Securities
         pursuant to the Shelf Registration Statement, as selling security
         holders.

                 (b)  The Company shall give written notice to the Initial
         Purchasers, the Holders of the Securities and any Participating
         Broker-Dealer from whom the Company has received prior written notice
         that it will be a Participating Broker-Dealer in the Registered
         Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall
         be accompanied by an instruction to suspend the use of the prospectus
         until the requisite changes have been made):

                          (i)  when the Registration Statement or any amendment
                 thereto has been filed with the Commission
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                 and when the Registration Statement or any post-effective
                 amendment thereto has become effective;

                     (ii)  of any request by the Commission for amendments or
                 supplements to the Registration Statement or the prospectus
                 included therein or for additional information;

                    (iii)  of the issuance by the Commission of any stop order
                 suspending the effectiveness of the Registration Statement or
                 the initiation of any proceedings for that purpose;

                     (iv)  of the receipt by the Company or its legal counsel
                 of any notification with respect to the suspension of the
                 qualification of the Securities for sale in any jurisdiction
                 or the initiation or threatening of any proceeding for such
                 purpose; and

                      (v)  of the happening of any event that requires the
                 Company to make changes in the Registration Statement or the
                 prospectus in order that the Registration Statement or the
                 prospectus do not contain an untrue statement of a material
                 fact nor omit to state a material fact required to be stated
                 therein or necessary to make the statements therein (in the
                 case of the prospectus, in light of the circumstances under
                 which they were made) not misleading.

                 (c)  The Company shall make every reasonable effort to obtain
         the withdrawal at the earliest possible time, of any order suspending
         the effectiveness of the Registration Statement.

                 (d)  The Company shall furnish to each Holder of Securities
         included within the coverage of the Shelf Registration, without
         charge, at least one copy of the Shelf Registration Statement and any
         post-effective amendment thereto, including financial statements and
         schedules, and, if the Holder so requests in writing, all exhibits
         thereto (including those, if any, incorporated by reference).

                 (e)  The Company shall deliver to each Exchanging Dealer and
         each Initial Purchaser, and to any other Holder who so requests,
         without charge, at least one copy of the Exchange Offer Registration
         Statement and any post-effective amendment thereto, including
         financial statements and schedules, and, if any Initial Purchaser or
         any such Holder requests, all exhibits thereto (including those
         incorporated by reference).

                 (f)  The Company shall, during the Shelf Registration Period,
         deliver to each Holder of Securities included within
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         the coverage of the Shelf Registration, without charge, as many copies
         of the prospectus (including each preliminary prospectus) included in
         the Shelf Registration Statement and any amendment or supplement
         thereto as such person may reasonably request. The Company consents,
         subject to the provisions of this Agreement, to the use of the
         prospectus or any amendment or supplement thereto by each of the
         selling Holders of the Securities in connection with the offering and
         sale of the Securities covered by the prospectus, or any amendment or
         supplement thereto, included in the Shelf Registration Statement.

                 (g)  The Company shall deliver to each Initial Purchaser, any
         Exchanging Dealer, any Participating Broker-Dealer and such other
         persons required to deliver a prospectus following the Registered
         Exchange Offer, without charge, as many copies of the final prospectus
         included in the Exchange Offer Registration Statement and any
         amendment or supplement thereto as such persons may reasonably
         request.  The Company consents, subject to the provisions of this
         Agreement, to the use of the prospectus or any amendment or supplement
         thereto by any Initial Purchaser, if necessary, any Participating
         Broker-Dealer and such other persons required to deliver a prospectus
         following the Registered Exchange Offer in connection with the
         offering and sale of the Exchange Notes covered by the prospectus, or
         any amendment or supplement thereto, included in such Exchange Offer
         Registration Statement.

                 (h)  Prior to any public offering of the Securities, pursuant
         to any Registration Statement, the Company shall register or qualify
         or cooperate with the Holders of the Securities included therein and
         their respective counsel in connection with the registration or
         qualification of the Securities for offer and sale under the
         securities or "blue sky" laws of such states of the United States as
         any Holder of the Securities reasonably requests in writing and do any
         and all other acts or things necessary or advisable to enable the
         offer and sale in such jurisdictions of the Securities covered by such
         Registration Statement; provided, however, that the Company shall not
         be required to (i) qualify generally to do business in any
         jurisdiction where it is not then so qualified or (ii) take any action
         which would subject it to general service of process or to taxation in
         any jurisdiction where it is not then so subject.

                 (i)  The Company shall cooperate with the Holders of the
         Securities to facilitate the timely preparation and delivery of
         certificates representing the Securities to be sold pursuant to any
         Registration Statement free of any restrictive legends and in such
         denominations and registered in such names as the Holders may request
         a reasonable period
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         of time prior to sales of the Securities pursuant to such Registration
         Statement.

                 (j)  Upon the occurrence of any event contemplated by
         paragraphs (ii) through (v) of Section 3(b) above during the period
         for which the Company is required to maintain an effective
         Registration Statement, the Company shall promptly prepare and file a
         post-effective amendment to the Registration Statement or a supplement
         to the related prospectus and any other required document so that, as
         thereafter delivered to Holders of the Notes or purchasers of
         Securities, the prospectus will not contain an untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading.  If the
         Company notifies the Initial Purchasers, the Holders of the Securities
         and any known Participating Broker-Dealer in accordance with
         paragraphs (ii) through (v) of Section 3(b) above to suspend the use
         of the prospectus until the requisite changes to the prospectus have
         been made, then the Initial Purchasers, the Holders of the Securities
         and any such Participating Broker-Dealers shall suspend use of such
         prospectus, and the period of effectiveness of the Shelf Registration
         Statement provided for in Section 2(b) above and the Exchange Offer
         Registration Statement provided for in Section 1 above shall each be
         extended by the number of days from and including the date of the
         giving of such notice to and including the date when the Initial
         Purchasers, the Holders of the Securities and any known Participating
         Broker-Dealer shall have received such amended or supplemented
         prospectus pursuant to this Section 3(j).

                 (k)  Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for
         the Notes, the Exchange Notes or the Private Exchange Notes, as the
         case may be, and provide the applicable trustee with printed
         certificates for the Notes, the Exchange Notes or the Private Exchange
         Notes, as the case may be, in a form eligible for deposit with The
         Depository Trust Company.

                 (l)  The Company will comply with all rules and regulations of
         the Commission to the extent and so long as they are applicable to the
         Registered Exchange Offer or the Shelf Registration and will make
         generally available to its security holders (or otherwise provide in
         accordance with Section 11(a) of the Securities Act) an earnings
         statement satisfying the provisions of Section 11(a) of the Securities
         Act, no later than 45 days after the end of a 12-month period (or 90
         days, if such period is a fiscal year) beginning with the first month
         of the Company's first fiscal quarter commencing after the effective
         date of the
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         Registration Statement, which statement shall cover such 12-month
         period.

                 (m)  The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act of 1939, as amended, in a timely manner
         and containing such changes, if any, as shall be necessary for such
         qualification.  In the event that such qualification would require the
         appointment of a new trustee under the Indenture, the Company shall
         appoint a new trustee thereunder pursuant to the applicable provisions
         of the Indenture.

                 (n)  The Company may require each Holder of Securities to be
         sold pursuant to the Shelf Registration Statement to furnish to the
         Company such information regarding the Holder and the distribution of
         the Securities as the Company may from time to time reasonably require
         for inclusion in the Shelf Registration Statement, and the Company may
         exclude from such registration the Securities of any Holder that
         unreasonably fails to furnish such information within a reasonable
         time after receiving such request.  No Holder of Securities shall be
         entitled to receive additional interest pursuant to Section 6 unless
         and until such Holder shall have provided all such reasonable
         requested information.

                 (o)  The Company shall enter into such customary   agreements
         (including if requested an underwriting agreement in customary form)
         and take all such other action, if any, as any Holder of the
         Securities shall reasonably request in order to facilitate the
         disposition of the Securities pursuant to any Shelf Registration.

                 (p)  In the case of any Shelf Registration, the Company shall
         (i) make reasonably available for inspection by the Holders of the
         Securities, any underwriter participating in any disposition pursuant
         to the Shelf Registration Statement and any attorney, accountant or
         other agent retained by the Holders of the Securities or any such
         underwriter all relevant financial and other records, pertinent
         corporate documents and properties of the Company and (ii) cause the
         Company's officers, directors, employees, accountants and auditors to
         supply all relevant information reasonably requested by the Holders of
         the Securities or any such underwriter, attorney, accountant or agent
         in connection with the Shelf Registration Statement, in each case, as
         shall be reasonably necessary to enable such persons, to conduct a
         reasonable investigation within the meaning of Section 11 of the
         Securities Act; provided, however, that the foregoing inspection and
         information gathering shall be coordinated on behalf of the Initial
         Purchasers by you and on behalf of the other parties, by one counsel
         designated by and on behalf of such other parties as described in
         Section 4 hereof.
<PAGE>   12
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                 (q)  In the case of any Shelf Registration, the Company, if
         requested by any Holder of Securities covered thereby, shall cause (i)
         its counsel to deliver an opinion and updates thereof relating to the
         Securities in customary form addressed to such Holders and the
         managing underwriters, if any, thereof and dated, in the case of the
         initial opinion, the effective date of such Shelf Registration
         Statement (it being agreed that the matters to be covered by such
         opinion shall include, without limitation, the due incorporation and
         good standing of the Company and its subsidiaries; the qualification
         of the Company and its subsidiaries to transact business as foreign
         corporations; the due authorization, execution and delivery of the
         relevant agreement of the type referred to in Section 3(o) hereof; the
         due authorization, execution, authentication and issuance, and the
         validity and enforceability, of the applicable Securities; the absence
         of material legal or governmental proceedings involving the Company
         and its subsidiaries; the absence of governmental approvals required
         to be obtained in connection with the Shelf Registration Statement,
         the offering and sale of the applicable Securities, or any agreement
         of the type referred to in Section 3(o) hereof; the compliance as to
         form of such Shelf Registration Statement and any documents
         incorporated by reference therein and of the Indenture with the
         requirements of the Securities Act and the Trust Indenture Act,
         respectively; and, as of the date of the opinion and as of the
         effective date of the Shelf Registration Statement or the most recent
         post- effective amendment thereto, as the case may be, the absence
         from such Shelf Registration Statement and the prospectus included
         therein, as then amended or supplemented, and from any documents
         incorporated by reference therein of an untrue statement of a material
         fact or the omission to state therein a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading (in the case of any such documents, in the light of the
         circumstances existing at the time that such documents were filed with
         the Commission under the Exchange Act); (ii) its officers to execute
         and deliver all customary documents and certificates and updates
         thereof requested by any underwriters of the applicable Securities;
         and (iii) its independent public accountants and the independent
         public accountants with respect to any other entity for which
         financial information is provided in the Shelf Registration Statement
         to provide to the selling Holders of the applicable Securities and any
         underwriter therefor a comfort letter in customary form and covering
         matters of the type customarily covered in comfort letters in
         connection with primary underwritten offerings, subject to receipt of
         appropriate documentation as contemplated, and only if permitted, by
         Statement of Auditing Standards No. 72.
<PAGE>   13
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                 (r)  In the case of the Registered Exchange Offer, if
         requested by any Initial Purchaser or any known Participating
         Broker-Dealer, the Company shall cause (i) its counsel to deliver to
         such Initial Purchaser or such Participating Broker-Dealer a signed
         opinion in the form set forth in Sections 6(c) and 6(d) of the
         Purchase Agreement with such changes as are customary in connection
         with the preparation of a Registration Statement and (ii) its
         independent public accountants and the independent public accountants
         with respect to any other entity for which financial information is
         provided in the Registration Statement to deliver to such Initial
         Purchaser or such Participating Broker-Dealer a comfort letter, in
         customary form, meeting the requirements as to the substance thereof
         as set forth in Section 6(a) of the Purchase Agreement, with
         appropriate date changes.

                 (s)  If a Registered Exchange Offer or a Private Exchange is
         to be consummated, upon delivery of the Notes by Holders to the
         Company (or to such other Person as directed by the Company) in
         exchange for the Exchange Notes or the Private Exchange Notes, as the
         case may be, the Company shall mark, or caused to be marked, on the
         Notes so exchanged that such Notes are being canceled in exchange for
         the Exchange Notes or the Private Exchange Notes, as the case may be;
         in no event shall the Notes be marked as paid or otherwise satisfied.

                 (t)  The Company will use its best efforts to (a) if the Notes
         have been rated prior to the initial sale of such Notes, confirm such
         ratings will apply to the Securities covered by a Registration
         Statement, or (b) if the Notes were not previously rated, cause the
         Securities covered by a Registration Statement to be rated with the
         appropriate rating agencies, if so requested by Holders of a majority
         in aggregate principal amount of Securities covered by such
         Registration Statement, or by the managing underwriters, if any.

                 (u)  In the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Securities or participate as a
         member of an underwriting syndicate or selling group or "assist in the
         distribution" (within the meaning of the Conduct Rules of the National
         Association of Securities Dealers, Inc.  ("NASD")) thereof, whether as
         a Holder of such Securities or as an underwriter, a placement or sales
         agent or a broker or dealer in respect thereof, or otherwise, the
         Company will assist such broker-dealer in complying with the
         requirements of such Conduct Rules, including, without limitation, by
         (i) if such Rules, including Rule 2720 thereof, shall so require,
         engaging a "qualified independent underwriter" (as defined in Rule
         2720) to participate in the preparation of the
<PAGE>   14
                                                                              14

         Registration Statement relating to such Securities, to exercise usual
         standards of due diligence in respect thereto and, if any portion of
         the offering contemplated by such Registration Statement is an
         underwritten offering or is made through a placement or sales agent,
         to recommend the yield of such Securities, (ii) indemnifying any such
         qualified independent underwriter to the extent of the indemnification
         of underwriters provided in Section 5 hereof and (iii) providing such
         information to such broker-dealer as may be required in order for such
         broker-dealer to comply with the requirements of such Conduct Rules.

                 (v)  The Company shall use its best efforts to take all other
         steps necessary to effect the registration of the Securities covered
         by a Registration Statement contemplated hereby.

                 4.  Registration Expenses.  The Company shall bear all fees
and expenses incurred in connection with the performance of its obligations
under Sections 1 through 3 hereof (including the reasonable fees and expenses,
if any, of Milbank, Tweed, Hadley & McCloy, counsel for the Initial Purchasers,
incurred in connection with the Registered Exchange Offer), whether or not the
Registered Exchange Offer or a Shelf Registration is filed or becomes
effective, and, in the event of a Shelf Registration, shall bear or reimburse
the Holders of the Securities covered thereby for the reasonable fees and
disbursements of one firm of counsel designated by the Holders of a majority in
principal amount of the Securities covered thereby to act as counsel for the
Holders of the Securities in connection therewith.

                 5.  Indemnification.  (a)  The Issuer and each Subsidiary
Guarantor agrees, jointly and severally, to indemnify and hold harmless each
Holder of the Securities, any Participating Broker-Dealer and each person, if
any, who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "Indemnified Parties") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in
any amendment or supplement thereto or in any preliminary prospectus relating
to a Shelf Registration, or arise out of, or are based upon, the 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 shall
reimburse,
<PAGE>   15
                                                                              15

as incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however, that
(i) the Issuer and the Subsidiary Guarantors shall not be liable in any such
case to the extent that such loss, claim, damage or liability arises out of or
is based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration in reliance upon and in conformity with written information
pertaining to such Holder and furnished to the Issuer by or on behalf of such
Holder specifically for inclusion therein and (ii) with respect to any untrue
statement or omission or alleged untrue statement or omission made in any
preliminary prospectus relating to a Shelf Registration Statement, the
indemnity agreement contained in this subsection (a) shall not inure to the
benefit of any Holder or Participating Broker-Dealer from whom the person
asserting any such losses, claims, damages or liabilities purchased the
Securities concerned, to the extent that a prospectus relating to such
Securities was required to be delivered by such Holder or Participating
Broker-Dealer under the Securities Act in connection with such purchase and any
such loss, claim, damage or liability of such Holder or Participating
Broker-Dealer results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Securities
to such person, a copy of the final prospectus if the Company had previously
furnished copies thereof to such Holder or Participating Broker-Dealer;
provided further, however, that this indemnity agreement will be in addition to
any liability which the Issuer or any Subsidiary Guarantor may otherwise have
to such Indemnified Party.  The Issuer and each Subsidiary Guarantor shall
also, jointly and severally, indemnify underwriters, their officers and
directors and each person who controls such underwriters within the meaning of
the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Holders of the Securities if
requested by such Holders.

                 (b)  Each Holder of the Securities, severally and not jointly,
will indemnify and hold harmless the Issuer, each Subsidiary Guarantor and
their respective officers and directors and each person, if any, who controls
the Issuer or any Subsidiary Guarantor within the meaning of the Securities Act
or the Exchange Act from and against any losses, claims, damages or liabilities
or any actions in respect thereof, to which the Issuer, each Subsidiary
Guarantor or any such controlling person may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or
<PAGE>   16
                                                                              16

supplement thereto or in any preliminary prospectus relating to a Shelf
Registration, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein not misleading, but in each case only to the extent that the untrue
statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Issuer by or on behalf of such Holder specifically
for inclusion therein; and, subject to the limitation set forth immediately
preceding this clause, shall reimburse, as incurred, the Issuer for any legal
or other expenses reasonably incurred by the Issuer, each Subsidiary Guarantor
or any such controlling person in connection with investigating or defending
any loss, claim, damage, liability or action in respect thereof. This indemnity
agreement will be in addition to any liability which such Holder may otherwise
have to the Issuer, such Subsidiary Guarantor or any of its controlling
persons.

                 (c)  Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action or proceeding (including
a governmental investigation), such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party under this Section
5, notify the indemnifying party of the commencement thereof; but the omission
so to notify the indemnifying party will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof.  No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action.

                 (d)  If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an
<PAGE>   17
                                                                              17

indemnified party under subsections (a) or (b) above, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party
as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to in subsection (a) or (b) above (i) in such
proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party on the
other from the exchange of the Notes, pursuant to the Registered Exchange
Offer, or (ii) if the allocation provided by the foregoing clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof) as well as any other relevant equitable considerations.  The
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Issuer on the one hand or such Holder or such other
indemnified person, as the case may be, on the other, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omissions.  The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d).  Notwithstanding any other provision of this subsection (d),
the Holders of the Securities shall not be required to contribute any amount in
excess of the amount by which the net proceeds received by such Holders from
the sale of the Securities pursuant to a Registration Statement exceeds the
amount of damages which such Holders have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For
purposes of this subsection (d), each person, if any, who controls such
indemnified party within the meaning of the Securities Act or the Exchange Act
shall have the same rights to contribution as such indemnified party and each
person, if any, who controls the Issuer or any Subsidiary Guarantor within the
meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Issuer or any Subsidiary Guarantor.

                 (e)  The agreements contained in this Section 5 shall survive
the sale of the Securities pursuant to a Registration Statement and shall
remain in full force and effect, regardless
<PAGE>   18
                                                                              18

of any termination or cancellation of this Agreement or any investigation made
by or on behalf of any indemnified party.

                 6.  Additional Interest Under Certain Circumstance.  (a)
Additional interest (the "Additional Interest") with respect to the Securities
shall be assessed as follows if any of the following events occur (each such
event in clauses (i) through (iii) below a "Registration Default"):

                 (i)  If by November 28, 1997, neither the Exchange Offer
         Registration Statement nor a Shelf Registration Statement has been
         filed with the Commission;

             (ii)  If by March 30, 1998, neither the Registered Exchange Offer
         is consummated nor, if required in lieu thereof, the Shelf
         Registration Statement is declared effective by the Commission; or

            (iii)  If after either the Exchange Offer Registration Statement or
         the Shelf Registration Statement is declared effective (A) such
         Registration Statement thereafter ceases to be effective; or (B) such
         Registration Statement or the related prospectus ceases to be usable
         (except as permitted in paragraph (b) below) in connection with
         resales of Transfer Restricted Notes during the periods specified
         herein because either (1) any event occurs as a result of which the
         related prospectus forming part of such Registration Statement would
         include any untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein in the light of
         the circumstances under which they were made not misleading, or (2) it
         shall be necessary to amend such Registration Statement or supplement
         the related prospectus, to comply with the Securities Act or the
         Exchange Act or the respective rules thereunder.

Additional Interest shall accrue on the Notes over and above the interest set
forth in the title of the Notes from and including the date on which any such
Registration Default shall occur to but excluding the date on which all such
Registration Defaults have been cured, at a rate of 0.50% per annum.

                 (b)  A Registration Default referred to in Section
6(a)(iii)(B) shall be deemed not to have occurred and be continuing in relation
to a Shelf Registration Statement or the related prospectus if (i) such
Registration Default has occurred solely as a result of (x) the filing of a
post-effective amendment to such Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared
effective to permit Holders to use the related prospectus or (y) other material
events with respect to the Company that would need to be described in such
Shelf
<PAGE>   19
                                                                              19

Registration Statement or the related prospectus and (ii) in the case of clause
(y), the Company is proceeding promptly and in good faith to amend or
supplement such Shelf Registration Statement and related prospectus to describe
such events; provided, however, that in any case if such Registration Default
occurs for a continuous period in excess of 30 days, Additional Interest shall
be payable in accordance with the above paragraph from the day such
Registration Default occurs until such Registration Default is cured.

                 (c)  Any amounts of Additional Interest due pursuant to clause
(a)(i), (a)(ii) or (a)(iii) of Section 6 above will be payable in cash on the
regular interest payment dates with respect to the Notes.  The amount of
Additional Interest will be determined by multiplying the applicable Additional
Interest rate by the principal amount of the Notes, multiplied by a fraction,
the numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360.

                 (d)  "Transfer Restricted Notes" means each Security until (i)
the date on which such Transfer Restricted Note has been exchanged by a person
other than a broker-dealer for a freely transferrable Exchange Note in the
Registered Exchange Offer, (ii) following the exchange by a broker-dealer in
the Registered Exchange Offer of a Transfer Restricted Note for an Exchange
Note, the date on which such Exchange Note is sold to a purchaser who receives
from such broker-dealer on or prior to the date of such sale a copy of the
prospectus contained in the Exchange Offer Registration Statement, (iii) the
date on which such Transfer Restricted Note has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iv) the date on which such Transfer Restricted Note
is distributed to the public pursuant to Rule 144 under the Securities Act or
is saleable pursuant to Rule 144(k) under the Securities Act.

                 7.  Rules 144 and 144A.  The Company shall use its best
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder of
Transfer Restricted Notes, make publicly available other information so long as
necessary to permit sales of their securities pursuant to Rules 144 and 144A.
The Company covenants that it will take such further action as any Holder of
Transfer Restricted Notes may reasonably request, all to the extent required
from time to time to enable such Holder to sell Transfer Restricted Notes
without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including the requirements of Rule
144A(d)(4)). The Company will provide a copy of this Agreement to prospective
purchasers of Notes identified
<PAGE>   20
                                                                              20

to the Company by the Initial Purchasers upon request.  Upon the request of any
Holder of Transfer Restricted Notes, the Company shall deliver to such Holder a
written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

                 8.  Underwritten Registrations.  If any of the Transfer
Restricted Notes covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering ("Managing Underwriters") will be
selected by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Notes to be included in such offering provided that such
investment bankers and managers must be reasonably satisfactory to the Company.
No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such person's Transfer Restricted Notes on the
basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

                 9.  Miscellaneous.

                 (a)  Amendments and Waivers.  The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, except by the Company
and the written consent of the Holders of a majority in principal amount of the
Securities affected by such amendment, modification, supplement, waiver or
consents.

                 (b)  Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery,
first-class mail, facsimile transmission, or air courier which guarantees
overnight delivery:

                 (1)  if to a Holder of the Securities, at the most current
         address given by such Holder to the Company in accordance with the
         provisions of this Section 9(b), which address initially is, with
         respect to each Holder, the address of such Holder to which
         confirmation of the sale of the Notes to such Holder was first sent by
         the Initial Purchasers, with a copy in like manner to you as follows:

                 Credit Suisse First Boston Corporation
                 Eleven Madison Avenue
                 New York, NY  10010-3629
                 Fax No.:  (212) 318-0532
                 Attention:  Transactions Advisory Group
<PAGE>   21
                                                                              21


         with a copy to:

                 Milbank, Tweed, Hadley & McCloy
                 1 Chase Manhattan Plaza
                 New York, NY  10005
                 Fax No.:  (212) 530-5219
                 Attention:  Jonathan Rod

                 (2)  if to the Initial Purchasers, at the addresses
                      specified in Section 9(b)(1);

                 (3)  if to the Company, at its address as follows:

                 Rutherford-Moran Oil Corporation
                 5 Greenway Plaza
                 Suite 220
                 Houston, Texas  77046
                 Fax No.:  (713) 621-7072
                 Attention:  David Chavenson

         with a copy to:

                 Hughes & Luce, L.L.P.
                 1717 Main Street
                 Suite 2800
                 Dallas, Texas 75201
                 Fax No.:  (214) 939-5849
                 Attention:  Alan Bogdanow

                 All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; three
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is acknowledged by recipient's facsimile machine operator, if sent
by facsimile transmission; and on the day delivered, if sent by overnight air
courier guaranteeing next day delivery.

                 (c)  No Inconsistent Agreements.   The Company has not, as of
the date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with
the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.

                 (d)  Successors and Assigns. This Agreement shall be binding
upon the Company and its successors and assigns.

                 (e)  Counterparts.  This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
<PAGE>   22
                                                                              22


                 (f)  Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                 (g)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

                 (h)  Severability.  If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                 (i)  Securities Held by the Company.  Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
is required hereunder, Securities held by the Company or its affiliates (other
than subsequent Holders of Securities if such subsequent Holders are deemed to
be affiliates solely by reason of their holdings of such Securities) shall not
be counted in determining whether such consent or approval was given by the
Holders of such required percentage.
<PAGE>   23
                 If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Issuer a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement among the several Initial Purchasers, the Issuer and the several
Subsidiary Guarantors in accordance with its terms.

                                       Very truly yours,                  
                                                                          
                                       RUTHERFORD-MORAN OIL CORPORATION   
                                                                          
                                                                          
                                       By: /s/ ILLEGIBLE
                                           ----------------------------   
                                           Name:                          
                                           Title:                         
                                                                          
                                       RUTHERFORD-MORAN EXPLORATION       
                                        COMPANY                           
                                                                          
                                                                          
                                       By: /s/ ILLEGIBLE                  
                                           ----------------------------   
                                           Name:                          
                                           Title:                         
                                                                          
                                       THAI ROMO HOLDINGS, INC.           
                                                                          
                                                                          
                                       By: /s/ ILLEGIBLE                  
                                           ----------------------------   
                                           Name:                          
                                           Title:                         
                                                                          
                                       THAI ROMO LIMITED                  
                                                                          
                                       By: /s/ ILLEGIBLE                  
                                           ----------------------------   
                                           Name:                          
                                           Title:                         
<PAGE>   24
The foregoing Registration
Rights Agreement is hereby
confirmed and accepted as of
the date first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
NATIONSBANC CAPITAL MARKETS, INC.

By:  CREDIT SUISSE FIRST BOSTON CORPORATION


By: /s/ ILLEGIBLE                  
    ----------------------------   
    Name:                          
    Title:   

<PAGE>   25
                                                                         ANNEX A

                 Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes.  The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.  This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Notes where such Notes
were acquired by such broker-dealer as a result of market-making activities or
other trading activities.  The Company has agreed that, for a period of 180
days after the Expiration Date (as defined herein), it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale.  See "Plan of Distribution."





                                      A-1
<PAGE>   26
                                                                         ANNEX B

                 Each broker-dealer that receives Exchange Notes for its own
account in exchange for Notes, where such Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. See "Plan of Distribution."





                                      B-1
<PAGE>   27
                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

                 Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Notes received in
exchange for Existing Notes where such Existing Notes were acquired as a result
of market- making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale.  In addition, until                 ,
199  , all dealers effecting transactions in the Exchange Notes may be required
to deliver a prospectus.*

                 The Company will not receive any proceeds from any sale of
Exchange Notes by broker-dealers.  Exchange Notes received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices.  Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Notes. Any broker-dealer that resells Exchange Notes that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Notes may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit on any
such resale of Exchange Notes and any commission or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.

                 For a period of 180 days after the Expiration Date the Company
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal.  The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for





----------------------------
     *   In addition, the legend required by Item 502(e) of Regulation S-K will
         appear on the back cover page of the Exchange Offer prospectus.

                                      C-1
<PAGE>   28
the Holders of the Notes) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.





                                      C-2
<PAGE>   29
                                                                         ANNEX D


[  ]     CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                 AMENDMENTS OR SUPPLEMENTS THERETO.

                 Name:  
                        ------------------------------------------------
                 Address:  
                           ---------------------------------------------

                 -------------------------------------------------------

If the undersigned is not a broker-dealer, the undersigned represents that it
is not engaged in, and does not intend to engage in, a distribution of Exchange
Notes.  If the        undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Notes that were acquired as a result
of market-making activities or other trading activities, it acknowledges that
it will deliver a prospectus in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.





                                      D-1