<PAGE>

                                                                     EXHIBIT 4.1

NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. NEITHER THIS CERTIFICATE NOR
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT AND ANY SUCH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

THIS WARRANT (THIS "WARRANT") IS BEING ISSUED PURSUANT TO THE TERMS OF A
$20,000,000 SECOND LIEN SECURED CREDIT AGREEMENT DATED AS OF NOVEMBER 6, 2003
(AS AMENDED, THE "CREDIT AGREEMENT"), BETWEEN PETROQUEST ENERGY, L.L.C.,
PETROQUEST ENERGY, INC., MACQUARIE AMERICAS CORP. AND THE LENDERS NAMED THEREIN.

                      WARRANTS TO PURCHASE COMMON SHARES OF

                             PETROQUEST ENERGY, INC.

NO. 58                                                         DECEMBER 23, 2003

         Expiring at 5:00 p.m. Houston, Texas time on the Expiration Date
(defined below).

         THIS CERTIFIES that, for value received, MACQUARIE AMERICAS CORP.
(together with its successors and assigns, the "Holder"), is entitled, subject
to the terms and conditions set forth below, to subscribe for and purchase from
the Company, two million two hundred fifty thousand (2,250,000) fully paid and
non-assessable Common Shares, subject to adjustment in accordance with Section
2.7, at a purchase price per Common Share equal to $2.30 (the "Exercise Price"),
subject, however, to the provisions and upon the terms and conditions
hereinafter set forth.

                                    ARTICLE I
                                   DEFINITIONS

         1.1      Definitions. As used herein, the following terms shall have
the meanings set forth below:

         "Advances" shall have the meaning given to such term in the Credit
Agreement.

         "Cashless Exercise" shall mean an exchange of this Warrant by Holder
for that number of Common Shares determined by multiplying the number of Warrant
Common Shares issuable hereunder by a fraction, the numerator of which shall be
the difference between (x) the Current Market Price of the Warrant Common Shares
on the date of exercise and (y) the Exercise Price for such Warrant Common
Shares, and the denominator of which shall be the Current Market Price of the
Warrant Common Shares on the date of exercise.

<PAGE>

         "Change of Control" shall have the meaning given to such term in the
Credit Agreement.

         "Commission" shall mean the U.S. Securities and Exchange Commission or
any other Federal agency at the time administering the Securities Act and/or the
Exchange Act.

         "Common Shares" shall mean and include the Common Stock par value,
$.001 per share, of the Company described as "Common Stock" in the Company's
Certificate of Incorporation and shall also include: (i) in case of any
reorganization, reclassification, consolidation, merger, distribution,
securities exchange or sale, transfer or other disposition of assets, the
securities provided for herein, and (ii) any other securities into which such
shares may be converted.

         "Company" shall mean PetroQuest Energy, Inc., a Delaware corporation,
and shall also include any successor thereto with respect to the obligations
hereunder, by merger, consolidation or otherwise.

         "Convertible Securities" shall mean evidences of indebtedness, units,
interests or other securities which are convertible into or exercisable or
exchangeable for, with or without payment of additional consideration in cash or
property into, Common Shares, either immediately or upon a specified date or the
happening of a specified event.

         "Credit Agreement" shall have the meaning set forth in the legend
hereto.

         "Current Market Price" shall mean the closing price of the Common
Shares as published by Nasdaq for the trading day immediately prior to the
Exercise Date or if the Common Shares are not traded on Nasdaq, such other
exchange, or market where the Common Shares are principally traded.

         "Demand Notice" shall have the meaning set forth in Section 4.2(b).

         "Demand Registration" shall have the meaning set forth in Section
4.2(b).

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor Federal statute, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect from time
to time.

         "Exercise Date" shall have the meaning set forth in Section 2.1.

         "Exercise Price" shall have the meaning set forth in the preamble
hereto.

         "Expiration Date" shall mean the earlier of (a) thirty-six (36) months
following repayment in full of the Obligations and (b) thirty (30) days
following the occurrence of a VWAP Event.

         "Fully Diluted Basis" shall mean, with respect to the Common Shares at
any time of determination, the number of Common Shares that would be issued and
outstanding at such time, assuming that all outstanding options, rights or
warrants to subscribe for Common Shares and all Convertible Securities and all
options or rights to acquire Convertible Securities have been exercised,
converted or exchanged, including this Warrant.

                                       2

<PAGE>

         "GAAP" shall mean U.S. Generally Accepted Accounting Principles as in
effect from time to time.

         "Holder" shall have the meaning set forth in the preamble hereto.

         "Obligations" shall have the meaning given to such term in the Credit
Agreement.

         "Original Issue Date" shall mean the date of the original issuance of
this Warrant.

         "Person" shall be construed as broadly as possible and shall include an
individual or natural person, a partnership (including a limited liability
partnership), a corporation, an association, a joint stock company, a limited
liability company, a trust, a joint venture, an unincorporated organization and
a Governmental Authority (as defined in the Credit Agreement).

         "Reclassification" shall have the meaning set forth in Section 2.7(a).

         "Securities Act" shall mean the Securities Act of 1933, as amended, or
any successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.

         "VWAP Event" means such time as the daily volume weighted average price
of the Common Shares as published by Nasdaq is equal to or greater than, for a
period of thirty (30) consecutive trading days, the product of (a) the Exercise
Price multiplied by (b) 3.

         "Warrant" shall have the meaning set forth in the legend hereto.

         "Warrant Office" shall have the meaning set forth in Section 3.1.

         "Warrant Common Shares" shall mean the Common Shares into which this
Warrant may be exercised.

         1.2      Accounting Terms and Determinations. Except as otherwise may
be expressly provided herein, all accounting terms used herein shall be
interpreted, and all financial statements and certificates and reports as to
financial matters required to be delivered to the Holder hereunder shall be
prepared, in accordance with GAAP. All calculations made for the purposes of
determining compliance with the terms of this Warrant shall (except as otherwise
may be expressly provided herein) be made by application of GAAP.

         1.3      Rules of Construction. The title of and the section and
paragraph headings in this Warrant are for convenience of reference only and
shall not govern or affect the interpretation of any of the terms or provisions
of this Warrant. The use herein of the masculine, feminine or neuter forms shall
also denote the other forms, as in each case the context may require. Where
specific language is used to clarify by example a general statement contained
herein, such specific language shall not be deemed to modify, limit or restrict
in any manner the construction of the general statement to which it relates. The
language used in this Warrant has been chosen by the parties to

                                       3

<PAGE>

express their mutual intent, and no rule of strict construction shall be applied
against any party. In the case of this Warrant, (a) the meanings of defined
terms are equally applicable to the singular and plural forms of the defined
terms; (b) Annex, Exhibit, Schedule and Section references are to this Warrant
unless otherwise specified; (c) the term "including" is not limiting and means
"including but not limited to"; (d) in the computation of periods of time from a
specified date to a later specified date, the word "from" means "from and
including"; the words "to" and "until" each mean "to but excluding", and the
word "through" means "to and including"; (e) unless otherwise expressly provided
in this Warrant, (i) references to agreements and other contractual instruments
shall be deemed to include all subsequent amendments and other modifications
thereto, but only to the extent such amendments and other modifications are not
prohibited by the terms of the Warrant, and (ii) references to any statute or
regulation shall be construed as including all statutory and regulatory
provisions amending, replacing, supplementing or interpreting such statute or
regulation; (f) this Warrant may use several different limitations, tests or
measurements to regulate the same or similar matters, all of which are
cumulative and each shall be performed in accordance with its terms; and (g)
this Warrant is the result of negotiations among and have been reviewed by
counsel to the Company and the other parties thereto and are the products of all
parties; accordingly, they shall not be construed against Holder merely because
of Holder's involvement in their preparation.

                                   ARTICLE II
                              EXERCISE OF WARRANTS

         2.1      Method of Exercise. This Warrant may be exercised by the
Holder hereof at any time, and from time to time, before 5:00 p.m., Houston,
Texas time, on the Expiration Date. To exercise this Warrant, the Holder hereof
shall deliver to the Company, at the Warrant Office designated herein, (i) a
written notice in the form of the Subscription Notice attached as Exhibit A
hereto, stating therein the election of such Holder to exercise this Warrant in
the manner provided in the Subscription Notice; (ii) payment in full of the
Exercise Price (A) in cash or by certified check or wire transfer for all
Warrant Common Shares purchased hereunder, (B) through a Cashless Exercise (the
Subscription Notice shall set forth the calculation upon which the Cashless
Exercise is based) or (C) a combination of (A) and (B) above; and (iii) this
Warrant. This Warrant shall be deemed to be exercised on the date of receipt by
the Company of the Subscription Notice, accompanied by payment for the Warrant
Common Shares and surrender of this Warrant, and such date is referred to herein
as the "Exercise Date." If the Holder exercises this Warrant as set forth
herein, then the Company shall, as promptly as practicable and in any event
within ten business days after the Exercise Date, issue and deliver to such
Holder a certificate or certificates for the full number of Warrant Common
Shares. As permitted by applicable law, the person in whose name the
certificates for Common Shares are to be issued shall be deemed to have become a
holder of record of such Common Shares on the Exercise Date and shall be
entitled to all of the benefits of such holder on the Exercise Date, including
without limitation the right to receive dividends and other distributions for
which the record date falls on or after the Exercise Date and to exercise voting
rights.

                                       4

<PAGE>

         2.2      Warrant Common Shares. The maximum number of Common Shares
that Holder is entitled to purchase hereunder shall be two million two hundred
fifty thousand (2,250,000), on the terms and conditions set forth herein.

         2.3      Expenses and Taxes. The Company shall pay all expenses and
taxes (including, without limitation, all documentary, stamp, transfer or other
transactional taxes) other than income taxes attributable to the preparation,
issuance or delivery of this Warrant and of the Common Shares issuable upon
exercise of this Warrant.

         2.4      Reservation of Common Shares. So long as this Warrant remains
outstanding, the Company shall reserve, free from preemptive or similar rights,
out of its authorized but unissued Common Shares, and solely for the purpose of
effecting the exercise of this Warrant, a sufficient number of Common Shares to
provide for the exercise of this Warrant.

         2.5      Valid Issuance. All Common Shares issued upon exercise of this
Warrant will, upon payment of the Exercise Price and issuance by the Company, be
duly authorized, validly and legally issued, fully paid and nonassessable and
free and clear of all taxes, liens, security interests, charges and other
encumbrances or restrictions with respect to the issuance thereof and, without
limiting the generality of the foregoing, the Company shall take all actions
necessary to ensure such result and shall not take any action which will cause a
contrary result.

         2.6      Acknowledgment of Rights. At the time of the exercise of this
Warrant in accordance with the terms hereof and upon the written request of the
Holder hereof, the Company will acknowledge in writing its continuing obligation
to afford to such Holder any rights to which such Holder shall continue to be
entitled after such exercise in accordance with the provisions of this Warrant;
provided, however, that if the Holder hereof shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such Holder any such rights.

         2.7      Adjustment of Number of Shares. To prevent dilution of the
rights granted under this Warrant, the number of Common Shares issuable upon
exercise of this Warrant shall be subject to adjustment from time to time as
provided herein.

                  (a)      Subdivision of Combination of Shares. If the Company
         at any time after the date hereof but prior to the date of exercise
         changes the number of Common Shares as a result of a stock dividend,
         stock split, reverse stock split or other combination, or a
         reclassification of securities in which the Company receives no
         consideration in connection with such transaction (any such transaction
         being referred to herein as a "Reclassification"), or a record date
         with respect to a Reclassification shall occur, this Warrant shall
         entitle the Holder to acquire such number and kind of securities as
         would have been issuable as a result of such Reclassification with
         respect to the securities that were subject to the purchase rights
         under this Warrant immediately prior to such Reclassification.

                                       5

<PAGE>

                  (b)      Notices. Promptly following any adjustment pursuant
         to this Section 2.7, the Company will give written notice to the Holder
         of the new number and/or kind of securities underlying this Warrant.

         2.8      No Fractional Common Shares. The Company shall not be required
to issue fractional Common Shares on the exercise of this Warrant. The number of
full Common Shares which shall be issuable upon such exercise shall be computed
on the basis of the aggregate number of whole Common Shares purchasable on
exercise of this Warrant so presented. If any fraction of a Common Shares would,
except for the provisions of this Section 2.8, be issuable on the exercise of
this Warrant, the Company shall round up the total number of Common Shares
purchasable hereunder to the next whole Common Share.

                                   ARTICLE III
                                    TRANSFER

         3.1      Warrant Office. The Company shall maintain an office for
certain purposes specified herein (the "Warrant Office"), which office shall be
the Company's principal executive offices, and may subsequently be such other
office of the Company or of any transfer agent of the Common Shares in the
continental United States as to which written notice has previously been given
to the Holder. The Company shall maintain, at the Warrant Office, a register for
this Warrant in which the Company shall record (i) the name and address of the
person in whose name this Warrant has been issued (as well as the name and
address of each permitted assignee of the rights of the registered owner hereof)
and (ii) the number of Warrant Common Shares issuable upon the exercise or
exchange hereof.

         3.2      Ownership of Warrant. The Company may deem and treat the
person in whose name this Warrant is registered as the Holder and owner hereof
until provided with written notice to the contrary. This Warrant may be
exercised by an assignee for the purchase of Warrant Common Shares without
having a new Warrant issued upon evidence satisfactory to the Company that such
assignee is the true owner of this Warrant.

         3.3      Restrictions on Transfer of Warrant; Legends. The Warrant and
the Warrant Common Shares are not transferable directly or indirectly, in whole
or in part, except in the case of any transfer (a) which is in compliance with
applicable federal and state securities laws, including the Securities Act, (b)
for which the Company is provided with an opinion of counsel to the Holder,
reasonably satisfactory to the Company, to the effect that such transfer is not
in violation of any of said securities laws, and (c) which is to a transferee
who acquires Warrants to purchase at least 200,000 Warrant Shares. Any transfers
of the Warrant will be without charge to the Holder except that any securities
transfer taxes due on transfer of the Warrant will be paid by Holder.
Restrictive legends setting forth the above restrictions on transfer will be set
forth on any Warrant Common Shares issued on exercise of the Warrant.

                                       6

<PAGE>

                                   ARTICLE IV
                                    COVENANTS

         4.1      Notices of Certain Actions. In case the Company proposes to
(i) pay any dividend or make any distribution payable in Common Shares,
evidences of indebtedness, cash or other property or assets to the holders of
Common Shares, (ii) offer to the holders of Common Shares rights or warrants to
subscribe for or purchase any Common Shares or any other rights or options,
(iii) effect any reclassification of the Common Shares (other than a
reclassification involving merely the subdivision or combination of outstanding
Common Shares), or any capital reorganization or any consolidation or merger
(other than a merger in which no distribution of securities or other property is
to be made to holders of Common Shares), or any sale, transfer or other
disposition of its property, assets and business as an entirety or substantially
as an entirety, or the liquidation, dissolution or winding up of the Company,
(iv) effect a transaction constituting a Change of Control, or (v) commence a
voluntary (or becomes subject to an involuntary) dissolution, liquidation or
winding up, then, in each such case, the Company shall mail (by first class
mail, postage prepaid) to the Holder, notice of such proposed action, which
shall specify the material terms thereof and the date on which the books of the
Company shall close, or a record to be taken, for determining holders of Common
Shares entitled to receive such dividends, distributions or issuances of such
rights, or the date on which such reclassification, reorganization,
consolidation, merger, sale, transfer, other disposition or transaction
constituting a Change of Control or such liquidation, dissolution, winding up
shall take place or commence, as the case may be, and the date as of which it is
expected that holders of Common Shares of record shall be entitled to receive
securities or other property deliverable upon such action, if any such date is
to be fixed. Such notice shall be mailed in the case of any action covered by
clause (i) or (ii) above at least 10 days prior to the record date for
determining holders of Common Shares for purposes of receiving such payment or
offer, and in the case of any action covered by clause (iii) through (v) above
at least 30 days prior to the date upon which such action takes place and 30
days prior to any record date to determine holders of Common Shares entitled to
receive such securities or other property.

         4.2      Piggy-Back Registration Rights. If at any time the Company
proposes to file a registration statement under the Securities Act, covering
securities of the Company, whether for the Company's own account or for the
account of selling security holders (other than a registration statement
relating to an acquisition or merger or a registration statement on Form S-4 or
S-8 or subsequent similar forms or pursuant to a registration under Section
4.2(b)), it shall advise the Holder by written notice at least twenty (20) days
prior to the filing of such registration statement and will upon the request of
the Holder given within 15 calendar days after the receipt of any such notice
(which request shall include the number of such Warrant Common Shares intended
to be disposed of by the Holder), use its commercially reasonable best efforts
to effect the registration under the Securities Act of all such Warrant Common
Shares that the Company has been requested to so register and to include in any
such registration statement such information as may be required to permit a
public offering of such Warrant Common Shares. The Company is not required to
include such Warrant Common Shares in a registration statement relating to an
offering of securities if the managing underwriter has advised the Company in
good faith that the inclusion of such Warrant Common Shares should be limited
due to market conditions, in which case the number of

                                       7

<PAGE>

Warrant Common Shares determined by such underwriter to be the maximum number
capable of being included in such registration shall be allocated as follows:
(a) first, to the Common Shares (if any) sought to be issued by the Company; and
(b) second, to the Warrant Common Shares sought to be included by the Holder and
any other securities holders on a pro rata basis based on the number of shares
proposed to be sold by each of them. The Company shall keep any such
registration statement current for a period of nine months from the effective
date of such registration statement or until such earlier date as all of the
registered Warrant Common Shares have been sold. In connection with such
registration, the holders will execute and deliver such customary underwriting
documents as are required by the managing underwriter as a condition to the
inclusion of the Warrant Common Shares in the registration statement; provided,
however, that if, at any time after giving written notice of its intention to
register any securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason not to register such securities, the Company may, at
its election, give written notice of such determination to the Holder and
thereupon the Company shall be relieved of its obligation to register any such
securities.

         4.3      Additional Provisions Concerning Registration. The following
provisions of this Section 4.3 are applicable to any registration statement
filed pursuant to Section 4.2 of this Warrant:

                  (a)      Costs and Expenses. The Company shall bear the entire
         cost and expense of any registration of securities initiated under
         Section 4.2 of this Warrant. Notwithstanding the foregoing, the Holder
         shall, however, bear the fees of its own counsel and accountants and
         any transfer taxes or underwriting discounts or commissions applicable
         to Warrant Common Shares sold by the Holder pursuant thereto.

                  (b)      Indemnification. The Company shall indemnify and hold
         harmless the Holder and each underwriter, within the meaning of the
         Securities Act, who may purchase from or sell for the Holder any
         Warrant Common Shares from and against any and all losses, claims,
         damages and liabilities (including reasonable fees and expenses of
         counsel, which counsel may, if the Holder requests, be separate from
         counsel for the Company) caused by any untrue statement or alleged
         untrue statement of material fact contained in the registration
         statement or any post-effective amendment thereto or any registration
         statement under the Securities Act or any prospectus included therein
         required to be filed or furnished by reason of Section 4.3 or any
         application or other filing under any state securities law caused by
         any omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading to which the Holder or any such underwriter or
         any of them may become subject under the Securities Act or other
         Federal or state statutory law or regulation, at common law or
         otherwise, except insofar as such losses, claims, damages or
         liabilities are caused by any such untrue statement or alleged untrue
         statement or omission or alleged omission based upon information
         furnished to the Company by the Holder or underwriter expressly for use
         therein, which indemnification includes each person, if any, who
         controls any such underwriter within the meaning of the Securities Act.

                                       8

<PAGE>

                  (c)      Blue Sky. The Company shall use its best efforts to
         qualify the Warrant Common Shares for sale in such states as it is
         otherwise qualifying its securities for sale, or in respect of a Demand
         Registration, in such states as are reasonably requested by the Holder.
         However, in no event is the Company required to submit to the
         jurisdiction of any state other than for the limited consent of service
         of process relating to the offering or subject itself to taxation in
         any such jurisdiction. The Company shall also provide the Holder with a
         reasonable number of prospectuses upon request.

                  (d)      Withdrawal. Neither the giving of any notice by the
         Holder nor the making of any request for prospectuses imposes any
         obligation upon the Holder to sell any Warrant Common Shares or
         exercise or exchange this Warrant but only if the Holder elects, in
         writing, prior to the effective date of the registration statement
         filed in connection with such registration, not to register such
         Warrant Common Shares, and if no such election shall be timely so
         filed, then the Holder shall sell such Warrant Common Shares in such
         registration on the same terms and conditions as apply to the Company
         and, if the Warrant with respect to such Warrant Common Shares
         requested to be so registered has not been exercised, shall exercise
         the Warrant prior to the effective date of such registration statement.

         4.4      Continuation. THE COMPANY'S AGREEMENTS WITH RESPECT TO THIS
WARRANT OR SUCH WARRANT COMMON SHARES IN SECTIONS 4.2 THROUGH 4.9 SHALL CONTINUE
IN EFFECT FOR THE WARRANT COMMON SHARES REGARDLESS OF THE EXERCISE OR EXCHANGE
AND SURRENDER OF THIS WARRANT.

         4.5      Rule 144. The Company will continue to file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the Commission thereunder and, during any
period in which the Company is subject to Section 13 or 15(d) of the Exchange
Act, will take such further action as any holder of this Warrant may reasonably
request, all to the extent required from time to time to enable such holder to
sell the securities underlying this Warrant without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule 144
under the Securities Act, as such Rule may be amended from time to time, or (b)
any similar rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of this Warrant, the Company will deliver to such holder a
written statement as to whether it has complied with such requirements.

         4.6      Listing Rights. The Company will, at its expense, list on
Nasdaq, or such other exchange or market where its Common Shares are primarily
traded, an official notice of issuance upon the exercise or exchange of this
Warrant, and maintain such listing of, all Warrant Common Shares or other
securities from time to time issuable upon the exercise or exchange of this
Warrant.

         4.7      Contribution. If the indemnification provided for in Section
4.3(b) from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and indemnified parties in connection with the actions
which resulted in such losses, claims, damages, liabilities or

                                       9

<PAGE>

expenses, as well as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such action. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with any investigation or proceeding. The parties
hereto agree that it would not be just and equitable if contribution pursuant to
this Section 4.7 were determined by pro rata allocation or by any other method
of allocation that does not take account of the equitable considerations
referred to in the immediately preceding paragraph. 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.

         4.8      Market Stand-Off Agreement. The Holder agrees (the "Market
Stand-Off Agreement") that it shall not, if required and reasonably requested by
an underwriter of securities of the Company, sell or otherwise transfer or
dispose of the Warrant Common Shares for up to 180 days following the effective
date of a registration statement of the Company filed under the Securities Act.
These provisions shall not apply to an employee benefit plan on Form S-1 or Form
S-8 or similar forms or a Form S-4 or similar form.

         4.9      No Inconsistent Agreements. THE COMPANY HAS NOT ENTERED INTO
AND WILL NOT ENTER INTO ANY REGISTRATION RIGHTS AGREEMENT OR SIMILAR
ARRANGEMENTS THE PERFORMANCE BY THE COMPANY OF THE TERMS OF WHICH WOULD IN ANY
MANNER CONFLICT WITH, RESTRICT OR BE INCONSISTENT WITH THE PERFORMANCE BY THE
COMPANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

                                    ARTICLE V
                                  MISCELLANEOUS

         5.1      Entire Agreement. This Warrant and the Credit Agreement
contain the entire agreement between the Holder hereof and the Company with
respect to the Warrant Common Shares purchasable upon exercise hereof and the
related transactions and supersede all prior arrangements or understandings with
respect thereto.

         5.2      Governing Law. This Warrant shall be a contract made under and
governed by the internal laws of the State of Delaware applicable to contracts
made and to be performed entirely within such state, without regard to conflict
of law principles.

         5.3      Waiver and Amendment. Any term or provision of this Warrant
may be waived at any time by the party which is entitled to the benefits
thereof. Any term or provision of this Warrant may be amended or supplemented at
any time by agreement of the Holder hereof and the Company. Any waiver of any
term or condition, or any amendment or supplementation, of this Warrant shall be
in writing. A waiver of any breach or failure to enforce any of the terms or

                                       10

<PAGE>

conditions of this Warrant shall not in any way affect, limit or waive a party's
rights hereunder at any time to enforce strict compliance thereafter with every
term or condition of this Warrant.

         5.4      Severability. In the event that any one or more of the
provisions contained in this Warrant shall be determined to be invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant shall not, at the election of the party for whom the
benefit of the provision exists, be in any way impaired.

         5.5      Copy of Warrants. A copy of this Warrant shall be filed among
the records of the Company.

         5.6      Notice. Any notice or other document required or permitted to
be given or delivered to the Holder hereof shall be in writing and delivered at,
or sent by certified or registered mail or by facsimile to such Holder at, the
last address shown on the books of the Company maintained at the Warrant Office
for the registration of this Warrant or at any more recent address of which the
Holder hereof shall have notified the Company in writing. Any notice or other
document required or permitted to be given or delivered to the Company, other
than such notice or documents required to be delivered to the Warrant Office,
shall be delivered at, or sent by certified or registered mail or by facsimile
to, the Warrant Office.

         5.7      Limitation of Liability; Rights as a Stockholder. No provision
hereof, in the absence of affirmative action by the Holder hereof to purchase
Common Shares, and no mere enumeration herein of the rights or privileges of the
Holder hereof, shall give rise to any liability of such Holder for the purchase
price of any Common Shares or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company. Except as
otherwise provided herein, this Warrant does not confer upon the Holder any
right to vote or consent to or to receive notice as a stockholder of the
Company, in respect of any matters whatsoever.

         5.8      Exchange, Loss, Destruction, etc. of Warrant. Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, mutilation
or destruction of this Warrant, and in the case of any such loss, theft or
destruction upon delivery of an appropriate affidavit in such form as shall be
reasonably satisfactory to the Company and include reasonable indemnification of
the Company, or in the event of such mutilation upon surrender and cancellation
of this Warrant, the Company will make and deliver a new Warrant of like tenor,
in lieu of such lost, stolen, destroyed or mutilated Warrant. Any Warrant issued
under the provisions of this Section 5.8 in lieu of any Warrant alleged to be
lost, destroyed or stolen, or in lieu of any mutilated Warrant, shall constitute
an original contractual obligation on the part of the Company. This Warrant
shall be promptly canceled by the Company upon the surrender hereof in
connection with any exchange or replacement. The Company shall pay all taxes
(other than securities transfer taxes or income taxes) and all other expenses
and charges payable in connection with the preparation, execution and delivery
of Warrants pursuant to this Section.

         5.9      Accredited Investor Status. The Holder is an "accredited
investor" within the meaning of Rule 501 of Regulation D under the Securities
Act. The Holder has sufficient

                                       11

<PAGE>

knowledge and experience in business, financial and investment matters so as to
be able to evaluate the risks and merits of its investment in the Company and it
is able financially to bear the risks thereof. The Holder had access to such
information regarding the Company and its affairs as is necessary to enable it
to evaluate the merits and risks of an investment in restricted securities of
the Company and has had a reasonable opportunity to ask questions and receive
answers and documents concerning the Company and its current and proposed
operations, financial condition, business, business plans and prospects. The
Holder has not been offered the Warrants by any means of general solicitation or
advertising. The Warrants being issued to and acquired by the Holder are being
acquired by it for its account for the purpose of investment and not with a view
to, or for resale in connection with, any distribution thereof. The Holder
understands and acknowledges that none of the offer, issuance or sale of the
Warrants has been registered under the Securities Act in reliance on an
exemption from the registration requirements of the Securities Act. The Holder
understands and acknowledges that the Warrants may be subject to additional
restrictions on transfer under state and/or federal securities laws.

         5.10     Replacement Warrant. This Warrant is issued in substitution of
and replacement for Warrant No. 57 to Purchase Common Shares of PetroQuest
Energy, Inc. dated November 6, 2003 (the "Prior Warrant") issued to Holder. Upon
issuance of this Warrant, the Prior Warrant shall become null and void and be of
no further force and effect. Until the return of the Prior Warrant to the
Company, Holder will indemnify the Company from all claims related to the
issuance of (or failure to issue) Common Shares to any person who presents the
Prior Warrant to the Company and purports to exercise the rights of Holder under
the Prior Warrant. Upon the return of the Prior Warrant to the Company, the
Company will execute an instrument reasonably acceptable to Holder terminating
the indemnification obligation described in the previous sentence and releasing
Holder from any further liability in connection with that indemnification
obligation.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       12

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name.

Dated: December 23, 2003.

                                          PETROQUEST ENERGY, INC.

                                          By: /s/ Michael O. Aldridge
                                              ----------------------------------
                                              Michael O. Aldridge
                                              Treasurer

                     THIS IS A SIGNATURE PAGE TO THE WARRANT

<PAGE>

                                    EXHIBIT A

                               SUBSCRIPTION NOTICE

                                                     Date: _______________, 20_

PetroQuest Energy, Inc.
400 E. Kaliste Saloom Road, Suite 6000
Lafayette, LA 70508
Attention: _________________________

Ladies and Gentlemen:

[ ]      The undersigned (the "Purchaser") hereby elects to exercise this
         Warrant issued to it by PetroQuest Energy, Inc. (the "Company") and
         dated as of December ___, 2003 (the "Warrant") and to purchase
         thereunder __________ shares of Common Stock of the Company (the
         "Common Shares") at a purchase price of __________ Dollars ($___) per
         Common Share, or an aggregate purchase price of __________
         ($__________) (the "Purchase Price").

[ ]      The Purchaser hereby elects to convert the value of the Warrant
         pursuant to the provisions of Section 2.1 of the Warrant.

         In connection with the exercise of the Warrant, the Purchaser hereby
represents, warrants, covenants and agrees as follows:

         1.       Accredited Investor. The Purchaser is an "accredited investor"
within the meaning of Rule 501 of Regulation D under the Securities Act of 1933,
as amended (together with the rules and regulations promulgated by the
Securities and Exchange Commission thereunder, the "Securities Act").

         2.       Investment Experience. The Purchaser has sufficient knowledge
and experience in business, financial and investment matters so as to be able to
evaluate the risks and merits of its investment in the Company and it is able
financially to bear the risks thereof.

         3.       Company Information; No General Solicitation. The Purchaser
had access to such information regarding the Company and its affairs as is
necessary to enable it to evaluate the merits and risks of an investment in
restricted securities of the Company and has had a reasonable opportunity to ask
questions and receive answers and documents concerning the Company and its
current and proposed operations, financial condition, business, business plans
and prospects. The Purchaser has not been offered any of the Common Shares by
any means of general solicitation or advertising.

                                       13

<PAGE>

         4.       Acquisition for Own Account. The Common Shares being issued to
and acquired by the Purchaser are being acquired by it for its account for the
purpose of investment and not with a view to, or for resale in connection with,
any distribution thereof. The Purchaser understands that it must bear the
economic risk of such investment indefinitely, and hold the Common Shares
indefinitely, unless a subsequent disposition of the Common Shares is registered
pursuant to the Securities Act, or an exemption from such registration is
available, and that the Company has no present intention of registering the
Common Shares. The Purchaser further understands that there is no assurance that
any exemption from the Securities Act will be available or, if available, that
such exemption will allow it to dispose of or otherwise transfer any or all of
the Common Shares under the circumstances, in the amounts or at the times the
Purchaser might propose.

         5.       Restricted Securities.

                  (a)      The Purchaser understands and acknowledges that none
of the offer, issuance or sale of the Common Shares has been registered under
the Securities Act in reliance on an exemption from the registration
requirements of the Securities Act.

                  (b)      The Purchaser understands and acknowledges that the
Common Shares may be subject to additional restrictions on transfer under state
and/or federal securities laws.

Pursuant to the terms of the Warrant, the undersigned has delivered the Purchase
Price herewith in full in cash or by certified check or wire transfer or by
delivery of the Warrant pursuant to the provisions thereof.

                                          Very truly yours,

                                          [HOLDER]

                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________