Ex. 10.2
                                                                  EXECUTION COPY
                                  $175,000,000

                                KCS ENERGY, INC.

                          7 1/8 % SENIOR NOTES DUE 2012

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

                                                                   April 1, 2004

CREDIT SUISSE FIRST BOSTON LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
JEFFERIES & COMPANY, INC.
HARRIS NESBITT CORP.
BANC ONE CAPITAL MARKETS, INC.
BNP PARIBAS SECURITIES CORP.
c/o:     Credit Suisse First Boston LLC
         Eleven Madison Avenue
         New York, New York 10010-3629

Dear Sirs:

     KCS Energy, Inc., a Delaware corporation (the "Issuer"), proposes to issue
and sell to Credit Suisse First Boston LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Jefferies & Company, Inc., Harris Nesbitt Corp., Banc One
Capital Markets, Inc. and BNP Paribas Securities Corp. (collectively, the
"Initial Purchasers"), upon the terms set forth in a purchase agreement of even
date herewith (the "Purchase Agreement"), $175,000,000 aggregate principal
amount of its 7 1/8 % Senior Notes due 2012 (the "Initial Securities") to be
unconditionally guaranteed (the "Guarantees") by certain of the Issuer's
subsidiaries who are signatories hereto as guarantors (collectively, the
"Guarantors" and together with the Issuer, the "Company"). The Initial
Securities will be issued pursuant to an Indenture, dated as of April 1, 2004
(the "Indenture") among the Issuer, the Guarantors named therein and U.S. Bank
National Association (the "Trustee"). As an inducement to the Initial
Purchasers, the Company agrees with the Initial Purchasers, for the benefit of
the Initial Purchasers and the holders of the Initial Securities (including,
without limitation, the Initial Purchasers), the Exchange Securities (as defined
below) and the Private Exchange Securities (as defined below) (collectively, the
"Holder" or "Holders"), as follows:

     1. Registered Exchange Offer. The Company shall, at its own cost, prepare
and, not later than 90 days after (or if the 90th day is not a business day, the
first business day thereafter) the date of original issue of the Initial
Securities (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 respect to a proposed offer (the "Registered
Exchange Offer") to the Holders of Transfer Restricted Securities (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 Initial Securities, a like
aggregate principal amount of debt securities (the "Exchange Securities") of the
Company issued under the Indenture and identical in all material respects to the
Initial Securities (except for the transfer restrictions relating to the Initial
Securities and the provisions relating to the matters described in Section 6(d)
hereof) that would be registered under the Securities Act. The Company shall use
its reasonable 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 and shall keep the Registered Exchange Offer open for not less than 20
business 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 Company commences the Registered Exchange Offer, the Company will be
entitled to close the Registered Exchange Offer 30 days after the commencement
thereof provided that the Company has accepted all the Initial Securities
theretofore validly tendered, and not withdrawn, in accordance with the terms of
the Registered Exchange Offer.


                                       1

<PAGE>

     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 Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities 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; provided, however, that the
Exchanging Dealers (as defined below) will be required to deliver a prospectus
in connection with resales of Exchange Securities.

     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 Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
                                            -------
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
-------
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
                                     -------
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Exchange Securities acquired in exchange for Initial Securities 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 reasonable 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 Securities; 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 Securities 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
Securities for a period of not less than 180 days after the consummation of the
Registered Exchange Offer.

     If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities 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 Initial Securities 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, but excluding
provisions relating to the matters described in Section 6 hereof) to the Initial
Securities (the "Private Exchange Securities"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities 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;

          (b) keep the Registered Exchange Offer open for not less than 20
     business 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;



                                       2

<PAGE>

          (d) permit Holders to withdraw tendered Securities 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:

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

          (y) deliver to the Trustee for cancellation all the Initial Securities
     so accepted for exchange; and

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

     The Indenture will provide that the Exchange Securities 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 Security and Private Exchange Security 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
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the Issue Date.

     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 Securities received by such Holder
will be acquired in the ordinary course of its business, (ii) such Holder has no
arrangements or understanding with any person to participate in the distribution
of the Securities or the Exchange Securities 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 Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities 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 Securities.

     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 comply in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto do not, when they become 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, do 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
220 days of the Issue Date, (iii) any Initial Purchaser so requests with respect
to the Initial Securities (or the Private Exchange Securities) not eligible to
be exchanged for Exchange Securities 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


                                       3

<PAGE>

the Registered Exchange Offer, such Holder does not receive freely tradeable
Exchange Securities 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 reasonable
     best efforts to 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 Securities 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") on or prior to the 180th day following the Issue
     Date in the case of clause (i) above and on or prior to the 90th day after
     the date on which the Shelf Registration Statement is required to be filed
     in the case of clauses (ii), (iii) and (iv) above; 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 reasonable 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, for a period of two years (or for such longer period
     if extended pursuant to Section 3(j) below) from the date of its
     effectiveness or such shorter period that will terminate when all the
     Securities covered by the Shelf Registration Statement (i) have been sold
     pursuant thereto or (ii) are no longer restricted securities (as defined in
     Rule 144 under the Securities Act, or any successor rule thereof) (the
     "Shelf Registration Period"). The Company shall be deemed not to have used
     its reasonable best efforts to keep the Shelf Registration Statement
     effective during the Shelf Registration 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 (i) the Shelf Registration Statement and
     any amendment thereto and any related prospectus and any supplement
     thereto, as of the effective date of the Shelf Registration Statement,
     amendment or supplement, to comply in all material respects with the
     Securities Act and the rules and regulations thereunder, (ii) the Shelf
     Registration Statement and any amendment thereto 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 not
     misleading and (iii) the prospectus related to the Shelf Registration
     Statement, and any supplement to such prospectus, not to 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.

     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, 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, the Company shall use its reasonable 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



                                       4

<PAGE>

     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 Securities 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 securityholders; provided, however, that
     each such Holder shall have furnished to the Company on a timely basis such
     information regarding the Holder as the Company may require pursuant to
     Section 3(n) hereof.

          (b) The Company shall give written notice to the Initial Purchasers,
     the Holders of the Securities proposed to be sold under the Shelf
     Registration Statement 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 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 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






                                       5
<PAGE>

          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 Securities 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 reasonably 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 of time prior to sales of the Securities pursuant
          to such Registration Statement.

               (j) Upon the occurrence of any event contemplated by clauses (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 Securities 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 clauses
          (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) or the Company shall have
          notified such Holders that disposition of such Transfer Restricted
          Securities may resume under the existing prospectus.

               (k) Not later than the effective date of the applicable
          Registration Statement, the Company will provide a CUSIP number for
          the Initial Securities, the Exchange Securities or the Private
          Exchange Securities, as the case may be, and provide the applicable
          trustee with printed certificates for the Initial Securities, the
          Exchange Securities or the Private Exchange Securities, 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





                                       6
<PAGE>


          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 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.

               (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 to be included in the Shelf Registration Statement 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; provided further, however, that any information that
          is designated in writing by the Company, in good faith, as
          confidential at the time of delivery of such information shall be kept
          confidential by the Holders or any such underwriter, attorney,
          accountant or other agent, unless such disclosure is made in
          connection with a court proceeding or required by law, or such
          information is or becomes available to the public generally or through
          a third party without, to the knowledge of any recipient of
          confidential information, an accompanying obligation of
          confidentiality or is independently developed.

               (q) In the case of any Shelf Registration, the Company, if
          requested by any Holder of the 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 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






                                       7
<PAGE>

          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 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.

               (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 Section 6(c) 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 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) and (f) 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 Initial Securities by Holders to the
          Company (or to such other person as directed by the Company) in
          exchange for the Exchange Securities or the Private Exchange
          Securities, as the case may be, the Company shall mark, or cause to be
          marked, on the Initial Securities so exchanged that such Initial
          Securities are being canceled in exchange for the Exchange Securities
          or the Private Exchange Securities, as the case may be; in no event
          shall the Initial Securities be marked as paid or otherwise satisfied.

               (t) The Company will use its reasonable best efforts to (a) if
          the Initial Securities have been rated prior to the initial sale of
          such Initial Securities, confirm such ratings will apply to the
          Securities covered by a Registration Statement, or (b) if the Initial
          Securities were not previously rated, cause the Securities covered by
          a Registration Statement to be rated with the appropriate rating
          agencies, but in each case only 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 (the "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 Rules, including, without limitation, by
          (i) if such Rules, including Rule 2720, shall so require, engaging a
          "qualified independent underwriter" (as defined in Rule 2720) to
          participate in the preparation of the 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 the Rules.

               (v) The Company shall use its reasonable 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 counsel
for the Initial Purchasers incurred in connection with the Registered Exchange
Offer, other than the fees and expenses relating to compliance with state
securities or blue sky laws), 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






                                       8
<PAGE>

counsel designated by the Holders of a majority in principal amount of the
Initial Securities covered thereby to act as counsel for the Holders of the
Initial Securities in connection therewith. Each Holder shall be responsible for
paying all underwriting discounts and commissions, if any, relating to the sale
or disposition of such Holder's Securities pursuant to a Shelf Registration
Statement.

          5. Indemnification.

          (a) The Company and each of the Guarantors, jointly and severally,
     agree 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, 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 Company and each Guarantor will 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 Company 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 of a material fact 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
     sufficient copies thereof to such Holder or Participating Broker-Dealer to
     permit delivery of the final prospectus on a timely basis by such Holder or
     Participating Broker-Dealer; provided further, however, that this indemnity
     agreement will be in addition to any liability which the Company and each
     of the Guarantors may otherwise have to such Indemnified Party. The Company
     and each of the Guarantors, jointly and severally, shall also 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 Company and each Guarantor, their directors
     and officers and each person, if any, who controls the Company or such
     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 Company or any such Guarantor, their
     directors and officers 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
     supplement thereto or in any preliminary prospectus relating to a Shelf
     Registration, or arise out of or are based upon the omission or the alleged
     omission to state therein a material fact required to be stated therein or
     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






                                       9
<PAGE>

     pertaining to such Holder and furnished to the Company 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 Company or any such Guarantor, their directors and officers
     or any such controlling person for any legal or other expenses reasonably
     incurred by the Company or any such Guarantor, their directors and officers
     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 that such
     Holder may otherwise have to the Company, any Guarantor, their directors
     and officers or any such controlling person.

          (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 failure to notify the indemnifying party shall not relieve the
     indemnifying party from any liability that it may have under subsection (a)
     or (b) above except to the extent that it has been materially prejudiced
     (through the forfeiture of substantive rights or defenses) by such failure;
     and provided further that the failure to notify the indemnifying party
     shall not relieve it from any liability that it may have to an indemnified
     party otherwise than under subsection (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 (i) includes an
     unconditional release of such indemnified party from all liability on any
     claims that are the subject matter of such action, and (ii) does not
     include a statement as to or an admission of fault, culpability or a
     failure to act by or on behalf of any indemnified party.

          (d) If the indemnification provided for in this Section 5 is
     unavailable or insufficient to hold harmless an 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 offering of the Initial Securities, 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
     Company and the Guarantors on the one hand or such Holder or such other
     indemnified party, 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 omission. 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 Section 5(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





                                       10
<PAGE>

     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 Company or any Guarantor within the meaning of the
     Securities Act or the Exchange Act shall have the same rights to
     contribution as the Company and the Guarantors.

          (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 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 Circumstances.

          (a) Additional interest (the "Additional Interest") with respect to
     the Initial Securities shall be assessed as follows if any of the following
     events occur (each such event in clauses (i) through (vi) below a
     "Registration Default"): (i) If an Exchange Offer Registration Statement is
     not filed with the Commission on or prior to the 90th day after the Issue
     Date;

               (ii) If an Exchange Offer Registration Statement or, if required
          pursuant to Section 2 above, a Shelf Registration Statement has not
          been declared effective by the Commission on or prior to the 180th day
          after the Issue Date;

               (iii) If the Registered Exchange Offer has not been consummated
          on or prior to the 40th day after the Exchange Offer Registration
          Statement is declared effective;

               (iv) If obligated to file the Shelf Registration Statement
          pursuant to pursuant to Section 2 above, the Company fails to file the
          Shelf Registration Statement with the Commission on or prior to the
          30th day after the date (the "Shelf Filing Date") on which the
          obligation to file a Shelf Registration Statement arises;

               (v) If obligated to file a Shelf Registration Statement pursuant
          to Section 2 above, the Shelf Registration Statement is not declared
          effective on or prior to the 90th day after the Shelf Filing Date; or

               (vi) 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 subsection (b)) in connection with resales of
          Transfer Restricted Securities 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 Initial Securities over
          and above the interest set forth in the title of the Securities at a
          rate of 0.50% per year for the first 90-day period immediately
          following the occurrence of a Registration Default, and such rate will
          increase by an additional 0.50% per year with respect to each
          subsequent 90-day period until all Registration Defaults have been
          cured, up to a maximum Additional Interest rate of 1.50% per year.
          Such Additional Interest will be in addition to any other interest
          payable from time to time with respect to the Notes and the Exchange
          Securities. The Company will not be required to pay Additional
          Interest for more than one Registration Default at any given time.
          Following the cure of all Registration Defaults, the accrual of
          Additional Interest will cease and the interest rate will revert to
          the original rate.



                                       11
<PAGE>

               (b) A Registration Default referred to in Section 6(a)(vi)(B)
          hereof 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 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 60 days, Additional Interest shall be payable in
          accordance with the above paragraph from the day such Registration
          Default would have been deemed to occur but for this Section 6(b)
          until such Registration Default is cured.

               (c) Any amounts of Additional Interest due pursuant to Section
          6(a) above will be payable in cash on the regular interest payment
          dates with respect to the Initial Securities. The amount of Additional
          Interest will be determined by multiplying the applicable Additional
          Interest rate by the principal amount of the Initial Securities,
          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 Securities" means each Security until
          (i) the date on which such Transfer Restricted Security has been
          exchanged by a person other than a broker-dealer for a freely
          transferable Exchange Security in the Registered Exchange Offer, (ii)
          following the exchange by a broker-dealer in the Registered Exchange
          Offer of an Initial Security for an Exchange Security, the date on
          which such Exchange Security 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 Initial Security 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
          Initial Securities 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 reasonable 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 Initial Securities, 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 Initial
          Securities may reasonably request, all to the extent required from
          time to time to enable such Holder to sell Initial Securities 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 Initial Securities identified to the
          Company by the Initial Purchasers upon request. Upon the request of
          any Holder of Initial Securities, 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
          Securities 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 will be selected
          by the Holders of a majority in aggregate principal amount of such
          Transfer Restricted Securities to be included in such offering.

               No person may participate in any underwritten registration
          hereunder unless such person (i) agrees to sell such person's Transfer
          Restricted Securities 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.



                                       12
<PAGE>

               (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 that
          guarantees overnight delivery:

                    (i) if to a Holder of the Securities, at the most current
               address given by such Holder to the Company.

                    (ii) if to the Initial Purchasers:

                         Credit Suisse First Boston LLC
                         Eleven Madison Avenue
                         New York, New York 10010-3629
                         Fax No.:  (212) 325-8278
                         Attention:  Transactions Advisory Group

                         with a copy to:

                         Vinson & Elkins L.L.P.
                         2300 First City Tower
                         1001 Fannin Street
                         Houston, Texas 77002
                         Fax No.:  (713) 615-5531
                         Attention:  T. Mark Kelly

                   (iii) if to the Company:

                         KCS Energy, Inc.
                         5555 San Felipe, Suite 1200
                         Houston, Texas 77056
                         Fax No.:  (713) 877-1372
                         Attention:  Secretary

                         with a copy to:

                         Andrews Kurth LLP
                         600 Travis Street, Suite 4200
                         Houston, Texas 77002
                         Fax No.:  (713) 220-4285
                         Attention:  Diana M. Hudson

     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
Issuer, the Guarantors and their respective successors and assigns.



                                       13
<PAGE>

     (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.

     (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.

     (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.

     (j) Submission to Jurisdiction. By the execution and delivery of this
Agreement, the Company submits to the nonexclusive jurisdiction of any competent
federal or state court in the Borough of Manhattan, the City and State of New
York, in any suit or proceeding arising out of or relating to this Agreement or
brought under federal or state securities laws.








                                       14
<PAGE>







     Signature Page to the Registration Rights Agreement 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 Guarantors in accordance with its terms.

                           Very truly yours,

                           KCS ENERGY, INC.


                           By:  /s/ J.T. Leary
                                ----------------------------------
                               Name:  J.T. Leary
                               Title: Vice President and Chief Financial Officer


                           KCS RESOURCES, INC.


                           By:  /s/ J.T. Leary
                                ----------------------------------
                               Name:  J.T. Leary
                               Title: Vice President and Chief Financial Officer


                           MEDALLION CALIFORNIA PROPERTIES COMPANY


                           By:  /s/ J.T. Leary
                                ----------------------------------
                               Name:  J.T. Leary
                               Title: Vice President and Chief Financial Officer


                           KCS ENERGY SERVICES, INC.


                           By:  /s/ J.T. Leary
                                ----------------------------------
                               Name:  J.T. Leary
                               Title: Vice President and Chief Financial Officer


                           PROLIQ, INC.


                           By:  /s/ James W. Christmas
                                ----------------------------------
                               Name:  James W. Christmas
                               Title: President Chief Executive Officer and
                                      Chairman of the Board



              Signature Page to the Registration Rights Agreement



<PAGE>


The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
JEFFERIES & COMPANY, INC.
HARRIS NESBITT CORP.
BANC ONE CAPITAL MARKETS, INC.
BNP PARIBAS SECURITIES CORP.

By:  CREDIT SUISSE FIRST BOSTON LLC



By:  /s/ John Cavalier
     ------------------------------------------------
     Name:  John Cavalier
     Title: Managing Director


              Signature Page to the Registration Rights Agreement


<PAGE>





                                                                         ANNEX A
                                                                         -------


     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for
Initial Securities where such Initial Securities 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
consummation of the Registered Exchange Offer, 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>




                                                                         ANNEX B
                                                                         -------


     Each broker-dealer that receives Exchange Securities for its own account in
exchange for Securities, where such Initial Securities 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 Securities. See "Plan of Distribution."





                                       B-1


<PAGE>




                                                                         ANNEX C
                                                                         -------


                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in
exchange for Initial Securities where such Initial Securities 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 consummation of the Registered
Exchange Offer, 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 , 200 (90 days after the consummation of the Registered Exchange
Offer), all dealers effecting transactions in the Exchange Securities may be
required to deliver a prospectus.

     The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities 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 Securities 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
Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities 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 consummation of the Registered Exchange
Offer, 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 the Holders of the Securities) 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-1


<PAGE>




                                                                         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
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities 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 Securities; 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