EXHIBIT 10.3


                            INTEREST PLEDGE AGREEMENT


           THIS INTEREST PLEDGE AGREEMENT (the "Agreement"),  dated February 26,
2004,  is made and entered into by and among Knox Gas,  LLC, a Delaware  limited
liability  company  ("Pledgor"),  and Continental  Southern  Resources,  Inc., a
Nevada corporation (the "Secured Party").

           WHEREAS, pursuant to that certain Interest Purchase Agreement,  dated
as of even date herewith (the "Purchase Agreement"),  by and between the Pledgor
and the Secured Party,  the Pledgor  purchased the Secured  Party's  ninety-nine
percent (99%)  limited  partnership  interest (the "LP  Interest") in Knox Miss.
Partners, L.P. ("Knox Miss") and the Secured Party's one percent (1%) membership
interest in Knox Miss.,  LLC ("Knox LLC"), the general partner in Knox Miss (the
"Membership  Interest";  together with the LP Interest,  the  "Interests"),  and
issued that  certain  Secured  Promissory  Note dated  February  26, 2004 in the
principal amount of US $4,500,000 (the "Note"); and

           WHEREAS, in order to secure the Pledgor's obligations under the Note,
the Secured  Party has  requested  that the Pledgor  pledge and grant a security
interest in and to the Interests of the Pledgor set forth on Schedule A hereto.

           NOW,  THEREFORE,  intending to be legally bound  hereby,  the parties
hereto hereby agree as follows:

1. Defined Terms.


                  (a) Except as otherwise expressly provided herein, capitalized
terms used in this Agreement shall have the respective meanings assigned to them
in the Purchase  Agreement or the Note,  as  applicable.  Where  applicable  and
except as otherwise expressly provided herein, terms used herein (whether or not
capitalized) shall have the respective  meanings assigned to them in the Uniform
Commercial Code, as amended from time to time (the "Code").

                  (b) "Pledged Collateral" shall mean and include the following:
(i) the Interests  listed on Schedule A attached  hereto and made a part hereof,
and all rights and privileges pertaining thereto, including, without limitation,
all present and future  securities and other ownership  interests  receivable in
respect of, or in exchange  for,  such  Interests,  all rights  under  operating
agreements,  member  agreements,  security  holder  agreements and other similar
agreements  relating to such  Interests,  all rights to subscribe for securities
and other  ownership  interests  incident to or arising  from  ownership of such
Interests,  all cash, interest,  securities and other dividends or distributions
paid or payable on such  Interests,  and all books and records  (whether  paper,
electronic or any other medium) pertaining to the foregoing,  including, without
limitation,  all  partnership  record and transfer  books,  and (ii) whatever is
received  when any of the  foregoing is sold,  exchanged,  replaced or otherwise
disposed  of,  including  all proceeds  thereof,  as such term is defined in the
Code.

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           2. Grant of Security Interest.

                     To secure the payment and  performance  of all  obligations
and of all  indebtedness of Pledgor under the Note  (collectively,  the "Secured
Obligations"),  Pledgor  hereby  grants to the  Secured  Party a first  priority
security  interest  in and hereby  pledges  to the  Secured  Party,  all of such
Pledgor's  now  existing  and  hereafter  acquired or arising  right,  title and
interest  in, to and under  the  Pledged  Collateral  whether  now or  hereafter
existing and wherever located.

           3. Further Assurances.

                     Prior  to  or  concurrently  with  the  execution  of  this
Agreement,  and  thereafter  at any time and from time to time  upon  reasonable
request of the Secured  Party,  Pledgor shall execute and deliver to the Secured
Party all financing statements,  continuation financing statements, assignments,
certificates and documents of title, affidavits,  reports, notices, schedules of
account, letters of authority, further pledges, powers of attorney and all other
documents  (collectively,  the "Security Documents") which the Secured Party may
reasonably  request,  in form reasonably  satisfactory to the Secured Party, and
take such other  action  which the  Secured  Party may  reasonably  request,  to
perfect and continue  perfected  and to create and  maintain the first  priority
status of the Secured Party's security interest in the Pledged Collateral and to
fully consummate the  transactions  contemplated  under this Agreement.  Pledgor
hereby  irrevocably  makes,  constitutes  and  appoints  the  Secured  Party  as
Pledgor's  true and lawful  attorney with power to sign the name of such Pledgor
on all or any of the  documents  which  the  Secured  Party  determines  must be
executed,  filed, recorded or sent in order to perfect or continue perfected the
Secured Party' security interest in the Pledged  Collateral in any jurisdiction.
Such power,  being  coupled with an interest,  is  irrevocable  until all of the
Secured  Obligations  have  been  indefeasibly  full in paid and the  Note  have
terminated.

           4. Representations and Warranties.

                     Pledgor hereby represents and warrants to the Secured Party
as follows:

                  (a) Pledgor has and will  continue to have (or, in the case of
after-acquired  Pledged Collateral,  at the time such Pledgor acquires rights in
such  Pledged  Collateral,  will have and will  continue to have),  title to the
Pledged Collateral, free and clear of all liens.

                  (b) The securities  constituting  the Pledged  Collateral have
been duly  authorized  and validly issued to Pledgor (as set forth on Schedule A
hereto), and are fully paid and nonassessable.

                  (c) The security  interests in the Pledged  Collateral granted
hereunder are valid, perfected and of first priority,  subject to the lien of no
other Person.

                  (d) Except as provided in the Limited Partnership Agreement of
Knox Miss (the "Limited  Partnership  Agreement") and the Operating Agreement of
Knox LLC, there are no restrictions upon the transfer of the Pledged  Collateral
and  Pledgor  has the power and  authority  and right to  transfer  the  Pledged
Collateral owned by Pledgor free of any  encumbrances and without  obtaining the
consent of any other Person.


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<PAGE>

                  (e) Pledgor has all  necessary  power to execute,  deliver and
perform this Agreement.

                  (f) There are no actions, suits, or proceedings pending or, to
Pledgor's  best  knowledge  after due inquiry,  threatened  against or affecting
Pledgor with respect to the Pledged Collateral, at law or in equity or before or
by any governmental authority, and Pledgor is not in default with respect to any
judgment,  writ,  injunction,  decree,  rule or regulation which could adversely
affect Pledgor's performance hereunder.

                  (g) This  Agreement  has been duly  executed and delivered and
constitutes the valid and legally binding obligation of Pledgor,  enforceable in
accordance  with its terms,  except to the extent  that  enforceability  of this
Agreement may be limited by applicable bankruptcy,  insolvency,  reorganization,
moratorium or other  similar laws  affecting  the  enforceability  of creditors'
rights generally or limiting the right of specific performance.

                  (h)  Neither  the  execution  and  delivery by Pledgor of this
Agreement, nor the compliance with the terms and provisions hereof, will violate
any  provision  of any law or conflict  with or result in a breach of any of the
terms, conditions or provisions of any judgment,  order,  injunction,  decree or
ruling  of any  governmental  authority  to  which  Pledgor  is  subject  or any
provision of any agreement,  understanding  or arrangement to which Pledgor is a
party or by which Pledgor is bound.

                  (i) The address of Pledgor's chief executive  office is as set
forth on the signature page hereto.

                  (j) All rights of Pledgor in connection  with its ownership of
the Interests are evidenced and governed solely by the  agreements,  certificate
of partnership, Limited Partnership Agreement and other organizational documents
of  Knox  Miss  and  the  agreements,  certificate  of  organization,  Operating
Agreement and other organizational  documents of Knox LLC, and no shareholder or
other similar agreements are applicable to the Pledged Collateral.

           5. General Covenants.

                  Pledgor hereby covenants and agrees as follows:

                  (a) Pledgor shall do all reasonable acts that may be necessary
and  appropriate  to  maintain,  preserve  and protect  the Pledged  Collateral.
Pledgor shall be responsible  for the risk of loss of, damage to, or destruction
of the Pledged  Collateral  owned by Pledgor,  unless such loss is the result of
the gross negligence or willful  misconduct of any Secured Party.  Pledgor shall
notify the  Secured  Party in writing  ten (10) days prior to any change in such
Pledgor's chief executive office address.

                  (b)  Pledgor   shall  appear  in  and  defend  any  action  or
proceeding  of which  Pledgor is aware  which  could  reasonably  be expected to
affect  Pledgor's  title to, or the  Secured  Party's  interest  in, the Pledged
Collateral or the proceeds thereof; provided,  however, that with the consent of
the Secured Party,  Pledgor may settle such actions or proceedings  with respect
to the Pledged Collateral,  which consent shall not be unreasonably  withheld or
delayed.


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                  (c) Pledgor shall,  and shall cause Knox Miss and Knox LLC to,
keep  separate,  accurate  and  complete  records  of  the  Pledged  Collateral,
disclosing the Secured Party's security interest hereunder.

                  (d)  Pledgor  shall  comply  with all laws  applicable  to the
Pledged  Collateral  unless any  noncompliance  would not individually or in the
aggregate  materially  impair the use or value of the Pledged  Collateral or the
Secured Party's rights hereunder.

                  (e)  Pledgor  shall  pay any and all  taxes,  duties,  fees or
imposts  of any  nature  imposed  by any  governmental  authority  on any of the
Pledged Collateral,  except to the extent contested in good faith by appropriate
proceedings.

                  (f) To the extent, following the date hereof, Pledgor acquires
securities,  shares, capital stock or other ownership interests described in the
definition  of Pledged  Collateral,  in respect of, in exchange for, or upon the
conversion of, the Pledged Collateral, such securities, shares, capital stock or
ownership  interests  shall be  subject  to the  terms  hereof  and,  upon  such
acquisition,  shall be deemed to be hereby  pledged to the  Secured  Party,  and
Pledgor thereupon shall deliver all such securities,  shares, capital stock, and
other ownership  interests  together with an updated  Schedule A hereto,  to the
Secured Party.

                  (g) Except as set forth in Section 15 hereof,  during the term
of this Agreement,  Pledgor shall not sell, assign, replace, retire, transfer or
otherwise dispose of its Pledged Collateral.

           6. Other Rights With Respect to Pledged Collateral.

                  (a) In  addition  to the  other  rights  with  respect  to the
Pledged Collateral granted to the Secured Party hereunder,  at any time and from
time to time,  after and during the  continuation of any default under the Note,
the  Secured  Party,  at its option and at the expense of the  Pledgor,  may (a)
transfer into the name of the Secured Party or into the name of its nominee, all
or any part of the  Pledged  Collateral,  thereafter  receiving  all  dividends,
income or other distributions upon the Pledged  Collateral;  (b) take control of
and manage all or any of the Pledged Collateral; (c) apply to the payment of any
of the Secured  Obligations,  whether any be due and payable or not, any moneys,
including cash dividends,  distributions and income from any Pledged Collateral,
now or hereafter  in the hands of the Secured  Party,  on deposit or  otherwise,
belonging  to  Pledgor,  as the  Secured  Party  in its  sole  discretion  shall
determine;  and (d) do  anything  that  Pledgor  is  required  but  fails  to do
hereunder.

                  (b) In the event that upon the occurrence of any default under
the Note and while such default shall be continuing the Secured Party desires to
exercise any of its rights or remedies  under this  Agreement,  it shall deliver
written notice (a "Default Notice") to the Pledgor,  which notice shall be dated
and state that a default under the Note has occurred and is continuing,  that it
desires to exercise certain of its rights and remedies  hereunder and direct the
Pledgor to deliver  the Pledged  Collateral  to the  Secured  Party.  Unless the
Secured  Party is notified  in writing by the Pledgor  within five (5) days from
the date of the Default  Notice that the Pledgor  disputes  the Secured  Party's


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<PAGE>

right to exercise  any of its rights or remedies  hereunder,  the Pledgor  shall
promptly  deliver the Pledged  Collateral to the Secured  Party.  If the Secured
Party is notified  in writing by the Pledgor  within five (5) days from the date
of the Default  Notice that the Pledgor in good faith  contests the right of the
Secured Party to exercise its rights or remedies  hereunder,  then,  and in that
event,  the  parties  shall be  permitted  to submit  the  issues in  dispute to
arbitration in accordance with the provisions of Section 17 of this Agreement.

           7. Additional Remedies Upon Event of Default.

                  Upon the  occurrence  of any default  under the Note and while
such default shall be  continuing,  the Secured Party shall have, in addition to
all rights and  remedies of a secured  party under the Code or other  applicable
law, and in addition to its rights under Section 6 above, the Purchase Agreement
and the Note, the following rights and remedies:

                  (a) The Secured Party may, after ten (10) days' advance notice
to the Pledgor, sell, assign, give an option or options to purchase or otherwise
dispose of the Pledged Collateral or any part thereof at public or private sale,
at the Secured Party's  offices or elsewhere,  for cash, on credit or for future
delivery,  and upon such other terms as the Secured Party may deem  commercially
reasonable.  Pledgor  agrees that ten (10) days' advance  notice of the time and
place of any public sale or the time after which any private  sale is to be made
shall  constitute  reasonable  notification.  The  Secured  Party  shall  not be
obligated to make any sale of Pledged  Collateral  regardless  of notice of sale
having been given. The Secured Party may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may,  without further  notice,  be made at the time and place to which it was so
adjourned.  Pledgor recognizes that the Secured Party may be compelled to resort
to one or more private sales of the Pledged  Collateral to a restricted group of
purchasers  who will be obliged to agree,  among other  things,  to acquire such
securities  for  their own  account  for  investment  and not with a view to the
distribution or resale thereof.

                  (b) The proceeds of any collection,  sale or other disposition
of the Pledged Collateral,  or any part thereof,  shall, after the Secured Party
has made all  deductions of expenses,  including but not limited to,  attorneys'
fees and other expenses  incurred in connection with  repossession,  collection,
sale or  disposition  of such  Pledged  Collateral  or in  connection  with  the
enforcement  of  the  Secured   Party's  rights  with  respect  to  the  Pledged
Collateral,   including  in  any   insolvency,   bankruptcy  or   reorganization
proceedings, be applied against the Secured Obligations,  whether or not all the
same be then due and payable, as follows:

                         (i) first, to the Secured  Obligations and to reimburse
the Secured Party for out-of-pocket costs, expenses and disbursements, including
without limitation  reasonable  attorneys' fees and legal expenses,  incurred by
the  Secured  Party in  connection  with  realizing  on the  Pledged  Collateral
including expenses incurred by the Secured Party for the reasonable maintenance,
preservation,  protection or enforcement  of, or  realization  upon, the Pledged
Collateral,  including without limitation advances for taxes, insurance, and the
like,  and  reasonable  expenses  incurred to sell or  otherwise  realize on, or
prepare for sale of or other realization on, any of the Pledged  Collateral,  in
such order as the Secured Party may determine in its discretion; and

                         (ii) the balance, if any, as required by law.


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           8. Secured Party's Duties.

                  The powers conferred on the Secured Party hereunder are solely
to protect its interest in the Pledged  Collateral and shall not impose any duty
upon it to exercise any such powers.  Except for the safe custody of any Pledged
Collateral in its possession and the accounting for moneys actually  received by
it hereunder,  the Secured Party shall have no duty as to any Pledged Collateral
or as to the taking of any  necessary  steps to preserve  rights  against  prior
parties or any other rights pertaining to any Pledged Collateral.

           9. No Waiver; Cumulative Remedies.

                  No failure to  exercise,  and no delay in  exercising,  on the
part of any Secured Party, any right, power or privilege hereunder shall operate
as a waiver  thereof,  nor shall any  single or partial  exercise  of any right,
power or  privilege  hereunder  preclude  any  further  exercise  thereof or the
exercise of any other right,  power or privilege.  The remedies  herein provided
are cumulative and not exclusive of any remedies provided under the Note and the
Purchase  Agreement or by law.  Pledgor  waives any right to require the Secured
Party to  proceed  against  any other  person or to exhaust  any of the  Pledged
Collateral or other security for the Secured Obligations or to pursue any remedy
in the Secured Party's power.

           10. Assignment.

                  All rights and obligations of the parties under this Agreement
shall inure to the benefit of their respective successors and assigns.

           11. Severability.


                  Any provision of this  Agreement that shall be held invalid or
unenforceable shall be ineffective without invalidating the remaining provisions
hereof.

           12. Governing Law.


                  This  Agreement  shall be  construed  in  accordance  with and
governed  by the  internal  laws of the  State of Texas  without  regard  to its
conflicts of law principles,  except to the extent the validity or perfection of
the  security  interests  or the  remedies  hereunder  in respect of any Pledged
Collateral  are  governed by the law of a  jurisdiction  other than the State of
Texas.

           13. Notices.


                  All  notices,   requests,   demands,   directions   and  other
communications (collectively,  "notices") given to or made upon any party hereto
under the provisions of this Agreement shall be in writing  (including  telex or
facsimile  communication)  and  shall be hand  delivered,  sent by a  recognized
overnight courier or sent by telex or facsimile to the respective parties at the
addresses  and numbers set forth in the  signature  page hereto or in accordance
with any subsequent  unrevoked  written  direction from any party to the others.
All notices shall,  except as otherwise  expressly provided herein, be effective


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<PAGE>

in the  case of  telex  or  facsimile,  when  received,  or in the  case of hand
delivered  notice,  when hand  delivered or, in the case of overnight  couriered
notice, the business day after deposit with such courier.

           14. Specific Performance.


                  The parties  acknowledge  and agree  that,  in addition to the
other  rights of the  parties  hereunder  and under the Note,  because a party's
remedies at law for  failure of any other  party to comply  with the  provisions
hereof would be  inadequate  and that any such failure  would not be  adequately
compensable in damages, the parties agree that each the provisions hereof may be
specifically enforced.

           15. Voting Rights in Respect of the Pledged Collateral.


                  So long as no default shall occur and be continuing  under the
Note,  Pledgor may exercise any and all voting rights  pertaining to the Pledged
Collateral.

           16. Release of Pledged Collateral.


                  An  agreement  evidencing  the  Pledged  Collateral  shall  be
released  and  delivered  to Pledgor  after full  payment of all  principal  and
interest due under the Note is made to the Secured Party. In the event such full
payment of all principal  and interest is not so received by the Secured  Party,
the  Secured  Party  shall be  permitted  to submit  the  issues in  dispute  to
arbitration in accordance with the provisions of Section 17 of this Agreement.

           17. Arbitration.


                  If  a  dispute  arises  as  to  the   interpretation  of  this
Agreement,  it shall be decided in an arbitration  proceeding  conforming to the
Rules  of  the  American  Arbitration   Association   applicable  to  commercial
arbitration  then in effect at the time of the dispute.  The  arbitration  shall
take place in the Commonwealth of Pennsylvania.  The decision of the Arbitrators
shall be  conclusively  binding  upon the parties and final,  and such  decision
shall be enforceable as a judgment in any court of competent  jurisdiction.  The
parties shall share equally the costs of the arbitration.

           18. Entire Agreement; Amendments.


                  This Agreement  constitutes the entire  agreement  between the
parties  with  respect to the subject  matter  hereof and  supersedes  all prior
agreements  relating to a grant of a security interest in the Pledged Collateral
by  Pledgor.  This  Agreement  may not be  amended or  supplemented  except by a
writing signed by the Secured Party and the Pledgor.

           19. Counterparts.

                  This  Agreement may be executed in any number of  counterparts
and  delivered  via  facsimile,  and by  different  parties  hereto in  separate


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counterparts, each of which when so executed shall be deemed an original and all
of which taken together shall constitute but one and the same agreement.

           20. Descriptive Headings.

                  The descriptive  headings which are used in this Agreement are
for the  convenience of the parties only and shall not affect the meaning of any
provision of this Agreement.



                  [Remainder of page intentionally left blank]





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                   SIGNATURE PAGE TO INTEREST PLEDGE AGREEMENT


           IN WITNESS  WHEREOF,  and intending to be legally bound,  the parties
hereto have caused this Agreement to be duly executed as of the date first above
written.


                                            KNOX GAS, LLC



                                            By: /s/ Ernest Bartlett
                                                --------------------------------
                                            Name:  Ernest Bartlett
                                            Title: President, FEQ Investments,
                                                   Managing Member

                                            Address: 111 Presidential Blvd.
                                                     Suite 158A
                                                     Bala Cynwyd, PA 19004


                                            CONTINENTAL SOUTHERN RESOURCES, INC.



                                            By: /s/  William L. Transier
                                                --------------------------------
                                                William L. Transier
                                                Co-Chief Executive Officer

                                            Address: 111 Presidential Blvd.
                                                     Suite 158A
                                                     Bala Cynwyd, PA 19004


<PAGE>


                                   SCHEDULE A
                                       TO
                            INTEREST PLEDGE AGREEMENT


                        DESCRIPTION OF PLEDGED COLLATERAL


Pledgor                                    Pledged Collateral
-------                                    ------------------

Knox Gas, LLC        The ninety-nine percent (99%) limited partnership  interest
                     in Knox Miss  Partners,  L.P.,  which  limited  partnership
                     interest  shall be  released  after  payment in full of the
                     principal due under the Note in accordance  with Section 16
                     of this Interest Pledge Agreement.

                     The one percent (1%) membership interest in Knox Miss, LLC,
                     the general  partner in Knox Miss.  Partners,  L.P.,  which
                     membership interest shall be released after payment in full
                     of the  principal  due  under the Note in  accordance  with
                     Section 16 of this Interest Pledge Agreement.