<PAGE>
                                                                     EXHIBIT 4.4


                                  $200,000,000

                            CALLON PETROLEUM COMPANY

                           9.75% SENIOR NOTES DUE 2010


                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                  March 15, 2004


Holders of Callon Petroleum Company's
9.75% Senior Notes due 2010


Ladies and Gentlemen:

         Callon Petroleum Company, a Delaware corporation (the "COMPANY"), is
issuing and selling to you, upon the terms set forth in the Exchange Agreement,
dated January 30, 2004, $200,000,000 aggregate principal amount of its 9.75%
Senior Notes due 2010 (each, a "SECURITY" and collectively, the "SECURITIES").
As an inducement to you to enter into the Exchange Agreement, the Company agrees
with each of you, as follows:

         SECTION 1 DEFINITIONS. Capitalized terms used herein without definition
and defined in the Exchange Agreement shall have the respective meanings
ascribed to them in the Exchange Agreement. As used in this Agreement, the
following terms shall have the following meanings:

         "ADDITIONAL INTEREST" shall have the meaning set forth in Section 4(a).

         "ADVICE" shall have the meaning set forth in Section 6(t).

         "AGREEMENT" shall mean this Exchange and Registration Rights Agreement,
dated as of the Closing Date, among the Company and the persons who receive the
Initial Securities in the Initial Exchange Offer.

         "BUSINESS DAY" shall mean a day other than a day on which commercial
banks are authorized or required to close in Texas or New York.

         "CLOSING DATE" shall mean March 15, 2004.

         "COMPANY" shall have the meaning set forth in the introductory
paragraph to this Agreement.

<PAGE>
         "DAY" shall mean, unless otherwise expressly provided, a calendar day.

         "EFFECTIVENESS DATE" shall mean the 180th day after the Issue Date.

         "EFFECTIVENESS PERIOD" shall have the meaning set forth in Section
3(a).

         "EVENT DATE" shall have the meaning set forth in Section 4(b).

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         "EXCHANGE SECURITIES" shall mean the Senior Notes due 2010 of the
Company, substantially identical in all material respects to the Securities
(including the guarantees endorsed thereon, except for references to transfer
restrictions and interest rate increases) issued under the Indenture.

         "EXCHANGE OFFER" shall have the meaning set forth in Section 2(a).

         "EXCHANGE REGISTRATION STATEMENT" shall have the meaning set forth in
Section 2(a).

         "FILING DATE" shall mean the 90th day after the Issue Date.

         "HOLDER" shall mean a holder of Registrable Securities.

         "HOLDER INFORMATION" shall have the meaning set forth in Section 3(a).

         "INDEMNIFIED PARTY" shall have the meaning set forth in Section 8(c).

         "INDEMNIFYING PARTY" shall have the meaning set forth in Section 8(c).

         "INDENTURE" shall mean the Indenture, dated the Issue Date, among the
Company, the Subsidiary Guarantors, and American Stock Transfer and Trust
Company, as trustee, pursuant to which the Securities and Exchange Securities
are issued.

         "INSPECTORS" shall have the meaning set froth in Section 6(n).

         "ISSUE DATE" shall mean March 15, 2004.

         "LOSSES" shall have the meaning set forth in Section 8(a).

         "MAXIMUM CONTRIBUTION" shall have the meaning set forth in Section
8(d).

         "NASD" shall mean the National Association of Securities Dealers, Inc.

         "PERSON" shall mean any individual, corporation, company, association,
partnership, joint venture, trust, unincorporated organization or government or
any agency, instrumentality or political subdivision thereof, or any other form
of entity.


                                       2
<PAGE>
         "PROSPECTUS" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Securities covered by
such Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

         "RECORDS" shall have the meaning set forth in Section 6(n).

         "REGISTRABLE SECURITIES" shall mean each Security until (i) the date on
which such Security has been exchanged for an Exchange Security in the Exchange
Offer, (ii) the date on which such Security has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iii) the date on which such Security is distributed
to the public pursuant to Rule 144 under the Securities Act or may be
distributed to the public pursuant to Rule 144(k) under the Securities Act.

         "REGISTRATION DEFAULT" shall mean the occurrence of any of the events
set forth in Section 4(a).

         "REGISTRATION STATEMENT" shall mean any registration statement of the
Company filed with the SEC under the Securities Act (including, but not limited
to, the Exchange Registration Statement, the Shelf Registration Statement) that
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits, and
all material incorporated by reference or deemed to be incorporated by reference
in such Registration Statement.

         "RULE 144" shall mean Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer or such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

         "RULE 144A" shall mean Rule 144A promulgated under the Securities Act,
as such Rule may be amended from time to time, or any similar rule (other than
Rule 144) or regulation hereafter adopted by the SEC.

         "RULE 415" shall mean Rule 415 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

         "SEC" shall mean the Securities and Exchange Commission.


                                       3
<PAGE>
         "SECURITIES" shall have the meaning set forth in the introductory
paragraph of this Agreement.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

         "SHELF NOTICE" shall have the meaning set forth in Section 2(h).

         "SHELF REGISTRATION STATEMENT" shall have the meaning set forth in
Section 3(a).

         "SUBSIDIARY GUARANTOR" shall mean each Subsidiary Guarantor and each
future subsidiary of the Company that guarantees the obligations of the Company
under the Securities and the Indenture.

         "TIA" shall mean the Trust Indenture Act of 1939, as amended.

         "TRUSTEE" shall mean the trustee under the Indenture.

         "UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING" shall mean a
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

         SECTION 2  EXCHANGE OFFER.

         (a) The Company shall (and shall cause each Subsidiary Guarantor with
respect to its guarantee) to (i) prepare and file with the SEC no later than the
Filing Date, a registration statement (the "EXCHANGE REGISTRATION STATEMENT") on
an appropriate form under the Securities Act with respect to an offer (the
"EXCHANGE OFFER") to the Holders of Registrable Securities to issue and deliver
to such Holders, in exchange for the Securities issued under the Indenture, a
like principal amount of Exchange Securities issued under the Indenture, (ii)
use reasonable best efforts to cause the Exchange Registration Statement to
become effective as promptly as practicable after the filing thereof, but in no
event later than September 30, 2004, (iii) keep the Exchange Registration
Statement effective until the consummation of the Exchange Offer in accordance
with its terms and (iv) unless the Exchange Offer would not be permitted by a
policy of the SEC, commence the Exchange Offer and use its reasonable best
efforts to issue on or prior to 45 days after the date on which the Exchange
Registration Statement is declared effective, Exchange Securities in exchange
for all Securities issued under the Indenture and validly tendered and not
withdrawn prior thereto in the Exchange Offer. The Exchange Offer shall not be
subject to any conditions, other than that the Exchange Offer does not violate
applicable law or any applicable interpretation of the staff of the SEC.

         (b) The Exchange Securities shall be issued under and entitled to the
benefits of the Indenture (other than such changes as are necessary to comply
with any requirements of the SEC to effect or maintain the qualifications
thereof under the TIA).

         (c) Interest on the Exchange Securities will accrue (A) from the later
of (i) the last interest payment date on which interest was paid on the
Securities surrendered in exchange therefor or (ii) if the Security is
surrendered for exchange on a date in a period which includes the record date
for an interest payment date to occur on or after the date of such exchange and
as


                                       4
<PAGE>
to which interest will be paid, such interest payment date; or (B) if no
interest has been paid on the Securities, from the Issue Date. Each Exchange
Security shall bear interest at the rate set forth thereon; provided, that
interest with respect to the period prior to the issuance thereof shall accrue
at the rate or rates borne by the Securities from time to time during such
period.

         (d) The Company may require each Holder, as a condition to
participation in the Exchange Offer, to represent (i) that any Exchange
Securities received by it will be acquired in the ordinary course of its
business, (ii) that, at the time of the commencement and consummation of the
Exchange Offer, such Holder has not entered into any arrangement or
understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Securities in violation of the
provisions of the Securities Act, and (iii) that if such Holder is an affiliate
of the Company within the meaning of the Securities Act, it will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable to it.

         (e) In connection with the Exchange Offer, the Company shall:

                  (1) mail to each Holder a copy of the Prospectus forming part
         of the Exchange Registration Statement, together with an appropriate
         letter of transmittal and related documents;

                  (2) utilize the services of a depository for the Exchange
         Offer with an address in the Borough of Manhattan, the City of New
         York, which may be the Trustee or an affiliate thereof;

                  (3) permit Holders to withdraw tendered Registrable Securities
         at any time prior to the close of business, New York time, on the last
         Business Day on which the Exchange Offer shall remain open; and

                  (4) otherwise comply in all material respects with all
         applicable laws.

         (f) As soon as practicable after the close of the Exchange Offer the
Company shall:

                  (1) accept for exchange all Registrable Securities validly
         tendered pursuant to the Exchange Offer and not validly withdrawn;

                  (2) deliver to the Trustee for cancellation all Registrable
         Securities so accepted for exchange; and

                  (3) cause the Trustee to authenticate and deliver promptly to
         each Holder tendering such Registrable Securities, Exchange Securities
         equal in principal amount to the Securities of such Holder so accepted
         for exchange.

         (g) The Exchange Securities will be issued under the Indenture which
will provide that the Exchange Securities will not be subject to the transfer
restrictions set forth in the


                                       5
<PAGE>
Indenture and that the Exchange Securities and the Securities, if any, will be
deemed one class of security (subject to the provisions of the Indenture).

         (h) If, (1) any change in law or in currently prevailing
interpretations of the staff of the SEC would not permit the consummation of the
Exchange Offer as contemplated by this Section 2 or (2) the Exchange Offer is
not consummated within 45 days after the Effectiveness Date for any reason, then
the Company (and any then existing Subsidiary Guarantor) shall promptly deliver
to the Holders and the Trustee written notice thereof (the "SHELF NOTICE") and
shall file a Shelf Registration Statement pursuant to Section 3.

         SECTION 3. SHELF REGISTRATION STATEMENT. If a Shelf Notice is delivered
pursuant to Section 2(h),

         (a) Shelf Registration Statement. The Company shall, as promptly as
practicable after the date of the Shelf Notice, file (and shall cause any then
existing Subsidiary Guarantor to file) with the SEC a Registration Statement for
an offering to be made on a continuous basis pursuant to Rule 415 covering all
of the Registrable Securities (the "SHELF REGISTRATION STATEMENT"). If the
Company (and any then existing Subsidiary Guarantor) has not yet filed an
Exchange Registration Statement, the Company shall file (and shall cause any
then existing Subsidiary Guarantor to file) with the SEC the Shelf Registration
Statement on or prior to the Filing Date and shall use its best efforts to cause
such Shelf Registration Statement to be declared effective under the Securities
Act on or prior to the Effectiveness Date. Otherwise, the Company shall use its
reasonable best efforts to file (and shall cause any then existing Subsidiary
Guarantor to file) with the SEC the Shelf Registration Statement within 30 days
of the delivery of the Shelf Notice and shall use its best efforts to cause such
Shelf Registration Statement to be declared effective under the Securities Act
as promptly as practicable thereafter (but in no event more than 90 days after
delivery of the Shelf Notice). The Shelf Registration Statement shall be on Form
S-1 or another appropriate form permitting registration of such Registrable
Securities for resale by Holders in the manner or manners reasonably designated
by them (including, without limitation, one or more Underwritten Offerings). No
Holder of Registrable Securities shall be entitled to include any of its
Registrable Securities in any Shelf Registration Statement pursuant to this
Agreement unless such Holder furnishes to the Company and the Trustee in
writing, after receipt of a written request therefor, such information ("HOLDER
INFORMATION") as the Company and the Trustee after conferring with counsel with
regard to information relating to Holders that would be required by the SEC to
be included in such Shelf Registration Statement or Prospectus included therein,
may reasonably request for inclusion in any Shelf Registration Statement or
Prospectus included therein. The Company shall use its reasonable best efforts
to keep the Shelf Registration Statement continuously effective under the
Securities Act until (i) the date which is two years from the Issue Date (the
"EFFECTIVENESS PERIOD"), or (ii) such shorter period ending when all Registrable
Securities covered by the Shelf Registration Statement have been sold in the
manner set forth and as contemplated in the Shelf Registration Statement.

         (b) Supplements and Amendments. The Company shall promptly supplement
and amend any Shelf Registration Statement if required by the rules, regulations
or instructions applicable to the registration form used for such Shelf
Registration Statement, if required by the Securities Act, or if reasonably
requested in writing by the Holders of a majority in aggregate


                                       6
<PAGE>
principal amount of the Registrable Securities covered by such Shelf
Registration Statement or by any underwriter of such Registrable Securities. In
addition, the Company shall, within 10 Business Days after a Holder whose
Registrable Securities were not included in a Shelf Registration Statement due
to a failure to provide Holder Information provides such Holder Information,
supplement or amend, as may be required, any Shelf Registration Statement to
include such Holder's Registrable Securities in the Shelf Registration
Statement.

         SECTION 4.  ADDITIONAL INTEREST.

         (a) The Company acknowledges and agrees that the Holders of Registrable
Securities will suffer damages if the Company fails to fulfill its material
obligations under Section 2 or Section 3 hereof and that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly,
the Company agrees to pay additional cash interest on the Securities
("ADDITIONAL INTEREST") under the circumstances and to the extent set forth
below (each of which shall be given independent effect):

                  (1) if, neither the Exchange Registration Statement nor the
         Shelf Registration Statement is filed with the SEC on or prior to the
         Filing Date;

                  (2) if the Company does not use its reasonable best efforts to
         cause any Exchange Registration Statement or the Shelf Registration
         Statement filed by it to be declared effective by the SEC by 180 days
         after the Issue Date;

                  (3) if, neither the Exchange Registration Statement nor a
         Shelf Registration Statement is declared effective by the SEC on or
         prior to the September 30, 2004;

                  (4) if applicable, if the Exchange Registration Statement has
         been declared effective and the Company does not use its reasonable
         best efforts to keep the Exchange Registration Statement effective
         until the completion of the Exchange Offer contemplated thereby; or

                  (5) if applicable, if the Shelf Registration Statement has
         been declared effective and the Company does not use its reasonable
         best efforts to keep the Shelf Registration Statement continuously
         effective under the Securities Act, subject to the Company's right to
         impose commercially reasonable trading blackouts until such time as
         there are no longer any Registrable Securities covered thereby,

then, in each case, Additional Interest shall accrue on the principal amount at
maturity thereof at a rate of 0.25% per annum following such Registration
Default and shall accrue to and including the date on which such Registration
Default is cured; provided that (A) upon the filing of the Exchange Registration
Statement or a Shelf Registration Statement (in the case of clause (1) above),
(B) upon the effectiveness of the Exchange Registration Statement or a Shelf
Registration Statement (in the case of clauses (2) and (3) above), or (C) upon
the effectiveness of the Exchange Registration Statement or Shelf Registration
Statement, as applicable, which had ceased to remain effective (in the case of
clauses (4) and (5) above), Additional Interest on the Securities as a result of
such clause shall cease to accrue.


                                       7
<PAGE>
         (b) The Company shall notify the Trustee within 3 Business Days after
each and every date on which a Registration Default occurs in respect of which
Additional Interest is required to be paid (an "EVENT DATE"). Any amounts of
Additional Interest due pursuant to clause (a) of this Section 4 will be payable
in cash, on the same original interest payment dates as ordinary interest on the
Securities. The amount of Additional Interest will be determined by multiplying
the applicable Additional Interest rate by the principal amount of the
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, in the
case of a partial month, the actual number of days elapsed), and the denominator
of which is 360.

         SECTION 5. HOLD-BACK AGREEMENTS. The Company agrees that it will not
effect any public or private sale or distribution (including a sale pursuant to
Regulation D under the Securities Act) of any securities the same as or
substantially similar to those covered by a Registration Statement filed
pursuant to Section 2 or 3 hereof (other than Securities issued under the
Indenture), or any securities convertible into or exchangeable or exercisable
for such securities, during the 10 days prior to, and during the 90-day period
beginning on, the effective date of any Registration Statement filed pursuant to
Sections 2 and 3 hereof unless the Holders of a majority in the aggregate
principal amount of the Registrable Securities to be included in such
Registration Statement consent, if the managing underwriter thereof so requests
in writing.

         SECTION 6. REGISTRATION PROCEDURES. In connection with the filing of
any Registration Statement pursuant to Section 2 or 3 hereof, the Company shall
effect such registrations to permit the sale of such securities covered thereby
in accordance with the intended method or methods of disposition thereof, and
pursuant thereto and in connection with any Registration Statement filed by the
Company hereunder, the Company shall:

                  (a) Prepare and file with the SEC on or prior to the Filing
         Date, the Exchange Registration Statement or if the Exchange
         Registration Statement is not filed because of the circumstances
         contemplated by Section 2(h)(1), a Shelf Registration Statement as
         prescribed by Section 3, and use its reasonable best efforts to cause
         each such Registration Statement to become effective and remain
         effective as provided herein; provided that, if (1) a Shelf
         Registration Statement is filed pursuant to Section 3 before filing the
         Registration Statement or Prospectus or any amendments or supplements
         thereto the Company shall, if requested, furnish to and afford the
         Holders of the Registrable Securities to be registered pursuant to such
         Shelf Registration Statement a reasonable opportunity to review copies
         of all such documents (including copies of any documents to be
         incorporated by reference therein and all exhibits thereto) proposed to
         be filed (in each case at least 5 Business Days prior to such filing).
         The Company shall not file any such Registration Statement or
         Prospectus or any amendments or supplements thereto in respect of which
         the Holders must provide information for the inclusion therein without
         the Holders being afforded an opportunity to review such documentation
         if the holders of a majority in aggregate principal amount of the
         Registrable Securities covered by such Registration Statement, their
         counsel, or the managing underwriters, if any, shall reasonably object
         in writing.


                                       8
<PAGE>
                  (b) Provide an indenture trustee for the Registrable
         Securities or the Exchange Securities, as the case may be, and cause
         the Indenture to be qualified under the TIA not later than the
         effective date of the Registration Statement; and in connection
         therewith, to effect such changes to such Indenture as may be required
         for such Indenture to be so qualified in accordance with the terms of
         the TIA; and execute, and use commercially reasonable efforts to cause
         such trustee to execute, all documents as may be required to effect
         such changes, and all other forms and documents required to be filed
         with the SEC to enable such Indenture to be so qualified in a timely
         manner.

                  (c) Prepare and file with the SEC such amendments and
         post-effective amendments to the Shelf Registration Statement as may be
         necessary to keep such Registration Statement continuously effective
         for the Effectiveness Period; cause the related Prospectus to be
         supplemented by any Prospectus supplement required by applicable law,
         and as so supplemented to be filed pursuant to Rule 424 (or any similar
         provisions then in force) promulgated under the Securities Act; and
         comply with the provisions of the Securities Act and the Exchange Act
         applicable to it with respect to the disposition of all securities
         covered by such Registration Statement as so amended. The Company shall
         not, during the Effectiveness Period, voluntarily take any action that
         would result in selling Holders of the Registrable Securities covered
         by a Registration Statement not being able to sell such Registrable
         Securities during that period, unless such action is required by
         applicable law, rule or regulation or permitted by this Agreement.

                  (d) Furnish to such selling Holders who so request in writing
         (1) upon the Company's receipt, a copy of the order of the SEC
         declaring such Registration Statement and any post-effective amendment
         thereto effective (2) such reasonable number of copies of the
         Registration Statement and of each amendment and supplement thereto (in
         each case including any documents incorporated therein by reference and
         all exhibits), (3) such reasonable number of copies of the Prospectus
         included in such Registration Statement (including each preliminary
         Prospectus) and each amendment and supplement thereto, and such
         reasonable number of copies of the final Prospectus as filed by the
         Company pursuant to Rule 424(b) under the Securities Act, in conformity
         with the requirements of the Securities Act and each amendment and
         supplement thereto, and (4) such other documents (including any
         amendments required to be filed pursuant to clause (c) of this
         Section), as any such Person may reasonably request in writing. The
         Company hereby consents to the use of the Prospectus by each of the
         selling Holders of Registrable Securities and the underwriters or
         agents, if any, and dealers, if any, in connection with the offering
         and sale of the Registrable Securities covered by such Prospectus and
         any amendment thereto.

                  (e) If a Shelf Registration Statement is filed pursuant to
         Section 3, the Company shall notify in writing the selling Holders of
         Registrable Securities promptly (but in any event within 2 Business
         Days) (1) when a Prospectus or any prospectus supplement or
         post-effective amendment has been filed, and, with respect to a
         Registration Statement or any post-effective amendment, when the same
         has become


                                       9
<PAGE>
         effective (including in such notice a written statement that any Holder
         may, upon request, obtain, without charge, one conformed copy of such
         Registration Statement or post-effective amendment including financial
         statements and schedules, documents incorporated or deemed to be
         incorporated by reference and exhibits), (2) of the issuance by the SEC
         of any stop order suspending the effectiveness of a Registration
         Statement or of any order preventing or suspending the use of any
         Prospectus or the initiation of any proceedings for that purpose, (3)
         if at any time when a Prospectus is required by the Securities Act to
         be delivered in connection with sales of the Registrable Securities the
         representations and warranties of the Company contained in any
         agreement (including any underwriting agreement) contemplated by
         Section 6(m) hereof cease to be true and correct, (4) of the receipt by
         the Company of any notification with respect to the suspension of the
         qualification or exemption from qualification of a Registration
         Statement or any of the Registrable Securities for offer or sale in any
         jurisdiction, or the initiation or threatening of any proceeding for
         such purpose, (5) of the happening of any event, the existence of any
         condition of any information becoming known that makes any statement
         made in the Registration Statement or related Prospectus or any
         document incorporated or deemed to be incorporated therein by reference
         untrue in any material respect or that requires the making of any
         changes in, or amendments or supplements to, such Registration
         Statement, Prospectus or documents so that, in the case of the
         Registration Statement and the Prospectus, it will not contain any
         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 and (6) of any reasonable determination by the Company that
         a post-effective amendment to a Registration Statement would be
         appropriate.

                  (f) Use reasonable best efforts to prevent the issuance of any
         order suspending the effectiveness of the Registration Statement or of
         any order preventing or suspending the use of a Prospectus or
         suspending the qualification (or exemption from qualification) of any
         of the Registrable Securities for sale in any jurisdiction, and, if any
         such order is issued, to use its reasonable best efforts to obtain the
         withdrawal of any such order at the earliest possible date.

                  (g) If a Shelf Registration Statement is filed pursuant to
         Section 3, (i) promptly incorporate in a prospectus supplement or
         post-effective amendment such information or revisions to information
         therein relating to underwriters or selling Holders as the managing
         underwriters, if any, or such Holders or their counsel reasonably
         request in writing to be included or made therein and (ii) make all
         required filings of such prospectus supplement or such post-effective
         amendment as soon as practicable after the Company has received
         notification of the matters to be incorporated in such prospectus
         supplements or post-effective amendment.

                  (h) Prior to any public offering of Registrable Securities,
         use its reasonable best efforts to register or qualify, and to
         cooperate with the selling Holders of Registrable Securities, the
         underwriters, if any, and their respective counsel in connection with
         the registration or qualification (or exemption from such registration
         or qualification) of such Registrable Securities for offer and sale
         under the securities or Blue Sky laws of such


                                       10
<PAGE>
         jurisdictions within the United States as any selling Holder, or any
         managing underwriter or underwriters, if any, reasonably request in
         writing; provided that where Registrable Securities are offered other
         than through an Underwritten Offering, the Company agrees to cause its
         counsel to perform Blue Sky investigations and file any registrations
         and qualifications required to be filed pursuant to this Section 6(h),
         keep each such registration or qualification (or exemption therefrom)
         effective during the period such Registration Statement is required to
         be kept effective and do any and all other acts or things reasonably
         necessary or advisable to enable the disposition in such jurisdictions
         of the Registrable Securities covered by the applicable Registration
         Statement; provided that neither the Company nor any existing
         Subsidiary Guarantor shall be required to (A) qualify generally to do
         business in any jurisdiction where it is not then so qualified, (B)
         take any action that would subject it to general service of process in
         any such jurisdiction where it is not then so subject or (C) subject
         itself to taxation in any such jurisdiction where it is not then so
         subject.

                  (i) If a Shelf Registration Statement is filed pursuant to
         Section 3, cooperate with the selling Holders of Registrable Securities
         and the managing underwriter or underwriters, if any, to facilitate the
         timely preparation and delivery of certificates representing
         Registrable Securities to be sold, which certificates shall not bear
         any restrictive legends and shall be in a form eligible for deposit
         with The Depository Trust Company, and enable such Registrable
         Securities to be in such denominations and registered in such names as
         the managing underwriter or underwriters, if any, or Holders may
         reasonably request in writing.

                  (j) Use commercially reasonable efforts to cause the
         Registrable Securities covered by any Registration Statement to be
         registered with or approved by such governmental agencies or
         authorities as may be necessary to enable the seller or sellers thereof
         or the underwriter, if any, to consummate the disposition of such
         Registrable Securities, except as may be required as a consequence of
         the nature of such selling Holder's business, in which case the Company
         will cooperate in all reasonable respects with the filing of such
         Registration Statement and the granting of such approvals; provided
         that neither the Company nor any existing Subsidiary Guarantor shall be
         required to (A) qualify generally to do business in any jurisdiction
         where it is not then so qualified, (B) take any action that would
         subject it to general service of process in any such jurisdiction where
         it is not then so subject or (C) subject itself to taxation in any such
         jurisdiction where it is not then so subject.

                  (k) If a Shelf Registration Statement is filed pursuant to
         Section 3, upon the occurrence of any event contemplated by paragraph
         6(e)(5) or 6(e)(6) hereof, as promptly as practicable, prepare and file
         with the SEC, at the expense of the Company, a supplement or
         post-effective amendment to the Registration Statement or a supplement
         to the related Prospectus or any document incorporated or deemed to be
         incorporated therein by reference, or file any other required document
         so that, as thereafter delivered to the purchasers of the Registrable
         Securities being sold thereunder, such Prospectus will not contain an
         untrue statement of a material fact or omit to state a material fact
         required


                                       11
<PAGE>
         to be stated therein or necessary to make the statements therein, in
         light of the circumstances under which they were made, not misleading.

                  (l) Prior to the initial issuance of the Exchange Securities,
         (1) provide the Trustee with one or more certificates for the
         Registrable Securities in a form eligible for deposit with The
         Depository Trust Company and (2) provide a CUSIP number for the
         Exchange Securities.

                  (m) If a Shelf Registration Statement is filed pursuant to
         Section 3, enter into such agreements (including an underwriting
         agreement in form, scope and substance as is customary in underwritten
         offerings of debt securities similar to the Securities, as may be
         appropriate in the circumstances) and take all such other actions in
         connection therewith (including those reasonably requested in writing
         by the managing underwriters, if any, or the Holders of a majority in
         aggregate principal amount of the Registrable Securities being sold) in
         order to expedite or facilitate the registration or the disposition of
         such Registrable Securities, and in such connection, whether or not an
         underwriting agreement is entered into and whether or not the
         registration is an Underwritten Registration, (1) make such
         representations and warranties to the Holders and the underwriters, if
         any, with respect to the business of the Company and its subsidiaries,
         and the Registration Statement, Prospectus and documents, if any,
         incorporated or deemed to be incorporated by reference therein, in each
         case, in form, substance and scope as are customarily made by issuers
         to underwriters in underwritten offerings of debt securities similar to
         the Securities, as may be appropriate in the circumstances, and confirm
         the same if and when reasonably required; (2) obtain an opinion of
         counsel to the Company and updates thereof (which opinions (in form,
         scope and substance) shall be reasonably satisfactory to the managing
         underwriters, if any, and the Holders of a majority in aggregate
         principal amount of the Registrable Securities being sold), addressed
         to each selling Holder and each of the underwriters, if any, covering
         the matters customarily covered in opinions of counsel to the Company
         requested in underwritten offerings of debt securities similar to the
         Securities, as may be appropriate in the circumstances; (3) obtain
         "cold comfort" letters and updates thereof (which letters and updates
         (in form, scope and substance) shall be reasonably satisfactory to the
         managing underwriters) from the independent certified public
         accountants of the Company (and, if necessary, any other independent
         certified public accountants of any subsidiary of the Company or of any
         business acquired by the Company for which financial statements and
         financial data are, or are required to be, included in the Registration
         Statement), addressed to each of the underwriters, such letters to be
         in customary form and covering matters of the type customarily covered
         in "cold comfort" letters in connection with underwritten offerings of
         debt securities similar to the Securities, as may be appropriate in the
         circumstances, and such other matters as reasonably requested in
         writing by the underwriters; and (4) deliver such documents and
         certificates as may be reasonably requested in writing by the Holders
         of a majority in aggregate principal amount of the Registrable
         Securities being sold and the managing underwriters, if any, to
         evidence the continued validity of the representations and warranties
         of the Company and its subsidiaries made pursuant to clause (1) above
         and to evidence compliance with any conditions contained in the
         underwriting agreement or other similar agreement entered into by the
         Company.


                                       12
<PAGE>
                  (n) If a Shelf Registration Statement is filed pursuant to
         Section 3, make available for inspection by any selling Holder of such
         Registrable Securities being sold and any attorney, accountant or other
         agent retained by any such selling Holder or underwriter (collectively,
         the "INSPECTORS"), at the offices where normally kept, during
         reasonable business hours, all financial and other records and
         pertinent corporate documents of the Company and its subsidiaries
         (collectively, the "RECORDS") as shall be reasonably necessary to
         enable them to exercise any applicable due diligence responsibilities,
         and cause the officers, directors and employees of the Company and its
         subsidiaries to supply all information reasonably requested in writing
         by any such Inspector in connection with such Registration Statement.
         Prior to being granted access to any Records, each Inspector shall
         agree in writing that it will keep the Records confidential and not
         disclose any of the Records unless (1) the disclosure of such Records
         is necessary to avoid or correct a misstatement or omission in such
         Registration Statement, (2) the release of such Records is ordered
         pursuant to a subpoena or other order from a court of competent
         jurisdiction, (3) the information in such Records is public or has been
         made generally available to the public other than as a result of a
         disclosure or failure to safeguard by such Inspector or (4) disclosure
         of such information is, in the reasonable written opinion of counsel
         for any Inspector, necessary or advisable in connection with any
         action, claim, suit or proceeding, directly or indirectly, involving or
         potentially involving such Inspector and arising out of, based upon,
         related to, or involving this Agreement, or any transaction
         contemplated hereby or arising hereunder. Each selling Holder of such
         Registrable Securities will be required to agree that information
         obtained by it as a result of such inspections shall be deemed
         confidential and shall not be used by it as the basis for any market
         transactions in the securities of the Company unless and until such is
         made generally available to the public. Each Inspector and each selling
         Holder of such Registrable Securities will be required to further agree
         that it will, upon learning that disclosure of such Records is sought
         in a court of competent jurisdiction, give notice to the Company and,
         to the extent practicable, use its best efforts to allow the Company,
         at its expense, to undertake appropriate action to prevent disclosure
         of the Records deemed confidential at its expense.

                  (o) Comply with all applicable rules and regulations of the
         SEC and make generally available to the security holders of the Company
         with regard to any applicable Registration Statement earning statements
         satisfying the provisions of section 11(a) of the Securities Act and
         Rule 158 thereunder (or any similar rule promulgated under the
         Securities Act) no later than 45 days after the end of any 12-month
         period (or 90 days after the end of any 12-month period if such period
         is a fiscal year) (1) commencing at the end of any fiscal quarter in
         which Registrable Securities are sold to underwriters in a firm
         commitment or best efforts Underwritten Offering and (2) if not sold to
         underwriters in such an offering, commencing on the first day of the
         first fiscal quarter of the Company after the effective date of a
         Registration Statement, which statements shall cover said 12-month
         periods.

                  (p) Upon consummation of an Exchange Offer, obtain an opinion
         of counsel to the Company addressed to the Trustee for the benefit of
         all Holders participating in the


                                       13
<PAGE>
         Exchange Offer to the effect that (1) the Company and the existing
         Subsidiary Guarantors have duly authorized, executed and delivered the
         Exchange Securities and the Indenture, and (2) the Exchange Securities
         and the Indenture constitute legal, valid and binding obligations of
         the Company and the existing Subsidiary Guarantors, enforceable against
         the Company and the existing Subsidiary Guarantors in accordance with
         their respective terms, except as such enforcement may be subject to
         customary United States and foreign exceptions.

                  (q) Cooperate with each seller of Registrable Securities
         covered by any Registration Statement and each underwriter, if any,
         participating in the disposition of such Registrable Securities and
         their respective counsel in connection with any filings required to be
         made with the NASD.

                  (r) Use reasonable best efforts to take all other steps
         necessary to effect the registration of the Registrable Securities
         covered by a Registration Statement contemplated hereby.

                  (s) The Company may require each seller of Registrable
         Securities as to which any registration is being effected to furnish to
         the Company such information regarding such seller and the distribution
         of such Registrable Securities as the Company may, from time to time,
         reasonably request in writing. The Company may exclude from such
         registration the Registrable Securities of any seller who fails to
         furnish such information within a reasonable time (which time in no
         event shall exceed 10 Days) after receiving such request. Each seller
         of Registrable Securities as to which any registration is being
         effected agrees to furnish promptly to the Company all information
         required to be disclosed in order to make the information previously
         furnished by such seller not materially misleading.

                  (t) Each Holder of Registrable Securities agrees by
         acquisition of such Registrable Securities to be sold by such Holder
         that, upon receipt of any notice from the Company of the happening of
         any event of the kind described in Section 6(e)(2), 6(e)(4), 6(e)(5),
         or 6(e)(6), such Holder will forthwith discontinue disposition of such
         Registrable Securities covered by a Registration Statement and
         forthwith discontinue dissemination of such Prospectus until such
         Holder's receipt of the copies of the supplemented or amended
         Prospectus contemplated by Section 6(k), or until it is advised in
         writing (the "ADVICE") by the Company that the use of the applicable
         Prospectus may be resumed, and has received copies of any amendments or
         supplements thereto and, if so directed by the Company, such Holder
         will deliver to the Company all copies, other than permanent file
         copies, then in such Holder's possession, of the Prospectus covering
         such Registrable Securities current at the time of the receipt of such
         notice.

         SECTION 7.  REGISTRATION EXPENSES.

         (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Company, other than underwriting discounts and
commissions, shall be borne by the Company, whether or not the Exchange Offer or
a Shelf Registration Statement is filed or


                                       14
<PAGE>
becomes effective, including, without limitation, (1) all registration and
filing fees, including, without limitation, (A) fees with respect to filings
required to be made with the NASD in connection with any Underwritten Offering
and (B) fees and expenses of compliance with state securities or Blue Sky laws
as provided in Section 6(h) hereof, (2) printing expenses, including, without
limitation, expenses of printing Prospectuses if the printing of Prospectuses is
requested by the managing underwriter or underwriters, if any, or by the Holders
of a majority in aggregate principal amount of the Registrable Securities
included in any Registration Statement, (3) messenger, telephone and delivery
expenses incurred in connection with the performance of their obligations
hereunder, (4) fees and disbursements of counsel for the Company, (5) fees and
disbursements of all independent certified public accountants referred to in
Section 6 (including, without limitation, the expenses of any special audit and
"cold comfort" letters required by or incident to such performance), (6) rating
agency fees, (7) Securities Act liability insurance, if the Company desires such
insurance, (8) fees and expenses of all other Persons retained by the Company,
(9) internal expenses of the Company (including, without limitation, all
salaries and expenses of officers and employees of the Company performing legal
or accounting duties), (10) the expense of any annual audit, (11) the fees and
expenses of the Trustee and the Exchange Agent and (12) the expenses relating to
printing, word processing and distributing all Registration Statements,
underwriting agreements, securities sales agreements, indentures and any other
documents necessary in order to comply with this Agreement.

         (b) The Company shall pay all documentary, stamp, transfer or other
transactional taxes attributable to the issuance or delivery of the Exchange
Securities in exchange for the Securities; provided that the Company shall not
be required to pay taxes payable in respect of any transfer involved in the
issuance or delivery of any Exchange Security in a name other than that of the
Holder of the Security in respect of which such Exchange Security is being
issued.

         SECTION 8.  INDEMNIFICATION.

         (a) Indemnification by the Company. The Company and the Subsidiary
Guarantors, jointly and severally agree to, without limitation as to time,
indemnify and hold harmless each Holder of Registrable Securities and Exchange
Securities, each Person, if any, who controls each such Holder (within the
meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
Act) and the officers, directors and partners of each such Holder and
controlling person, to the fullest extent lawful, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation,
reasonable costs of preparation and reasonable attorneys' fees as provided in
this Section 8) and expenses (including, without limitation, reasonable costs
and expenses incurred in connection with investigating, preparing, pursuing or
defending against any of the foregoing) (collectively, "LOSSES"), as incurred,
directly or indirectly caused by, related to, based upon, arising out of or in
connection with any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus or form of prospectus, or in
any amendment or supplement thereto, or in any preliminary prospectus, or any
omission or alleged omission to state therein a 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, except insofar as such
Losses are solely based upon information relating to such Holder and furnished
in writing to the Company (or reviewed and approved in writing) by such Holder
or their counsel expressly for use therein; provided,


                                       15
<PAGE>
however, that the Company and the Subsidiary Guarantors will not be liable to
any Indemnified Party (as defined below) under this Section 8 to the extent
Losses were caused by an untrue statement or omission or alleged untrue
statement or omission that was contained or made in any preliminary prospectus
and corrected in the Prospectus or any amendment or supplement thereto if (i)
the Prospectus does not contain any other untrue statement or omission or
alleged untrue statement or omission of a material fact that was the subject
matter of the related proceeding, (ii) any such Losses resulted from an action,
claim or suit by any Person who purchased Registrable Securities which are the
subject thereof from such Indemnified Party and (iii) it is established in the
related proceeding that such Indemnified Party failed to deliver or provide a
copy of the Prospectus (as amended or supplemented) to such Person with or prior
to the confirmation of the sale of Registrable Securities sold to such Person if
required by applicable law, unless such failure to deliver or provide a copy of
the Prospectus (as amended or supplemented) was a result of noncompliance by the
Company with Section 6 of this Agreement. The Company and the Subsidiary
Guarantors shall also indemnify underwriters, selling brokers, dealer managers
and similar securities industry professionals participating in the distribution,
their officers, directors, agents and employees and each Person who controls
such Persons (within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act) to the same extent as provided above with respect to
the indemnification of the Holders.

         (b) Indemnification by Holder. In connection with any Registration
Statement, Prospectus or form of prospectus, any amendment or supplement
thereto, or any preliminary prospectus in which a Holder is participating, such
Holder shall furnish to the Company in writing such information as the Company
reasonably requests for use in connection with any Registration Statement,
Prospectus or form of prospectus, any amendment or supplement thereto, or any
preliminary prospectus and shall, without limitation as to time, indemnify and
hold harmless the Company, the Subsidiary Guarantors, their respective officers,
directors, managers and partners and each Person, if any, who controls the
Company or any such Person (within the meaning of Section 15 of the Securities
Act and Section 20(a) of the Exchange Act), and the directors, officers and
partners of such controlling persons, to the fullest extent lawful, from and
against all Losses arising out of or based upon any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, Prospectus
or form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading to the extent, but only to the extent, that such Losses are finally
judicially determined by a court of competent jurisdiction in a final,
unappealable order to have resulted from an untrue statement or alleged untrue
statement of a material fact or omission or alleged omission of a material fact
contained in or omitted from any information so furnished in writing by such
Holder to the Company expressly for use therein. Notwithstanding the foregoing,
in no event shall the liability of any selling Holder be greater in amount than
the dollar amount of the proceeds (net of payment of all expenses) received by
such Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation.

         (c) Conduct of Indemnification Proceedings. If any proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an
"INDEMNIFIED PARTY"), such Indemnified Party shall promptly notify the party or
parties from which such indemnity is sought


                                       16
<PAGE>
(the "INDEMNIFYING PARTY" or "INDEMNIFYING PARTIES", as applicable) in writing;
provided, that the failure to so notify the Indemnifying Parties shall not
relieve the Indemnifying Parties from any obligation or liability except to the
extent (but only to the extent) that it shall be finally determined by a court
of competent jurisdiction (which determination is not subject to appeal) that
the Indemnifying Parties have been prejudiced materially by such failure.

         The Indemnifying Party shall have the right, exercisable by giving
written notice to an Indemnified Party, within 20 Business Days after receipt of
written notice from such Indemnified Party of such proceeding, to assume, at its
expense, the defense of any such proceeding, provided, that an Indemnified Party
shall have the right to employ separate counsel in any such proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party or Indemnifying Parties
unless: (1) the Indemnifying Party has agreed to pay such fees and expenses; or
(2) the Indemnifying Party shall have failed promptly to assume the defense of
such proceeding or shall have failed to employ counsel reasonably satisfactory
to such Indemnified Party; or (3) the named parties to any such proceeding
(including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party or any of its affiliates or controlling persons, and such
Indemnified Party shall have been advised by counsel that there may be one or
more defenses available to such Indemnified Party that are in addition to, or in
conflict with, those defenses available to the Indemnifying Party or such
affiliate or controlling person (in which case, if such Indemnified Party
notifies the Indemnifying Parties in writing that it elects to employ separate
counsel at the expense of the Indemnifying Parties, the Indemnifying Parties
shall not have the right to assume the defense and the reasonable fees and
expenses of such counsel shall be at the expense of the Indemnifying Party; it
being understood, however, that, the Indemnifying Party shall not, in connection
with any one such proceeding or separate but substantially similar or related
proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for such Indemnified Party).

         No Indemnifying Party shall be liable for any settlement of any such
proceeding effected without its written consent, which shall not be unreasonably
withheld, but if settled with its written consent, or if there be a final
judgment for the plaintiff in any such proceeding, each Indemnifying Party
jointly and severally agrees, subject to the exceptions and limitations set
forth above, to indemnify and hold harmless each Indemnified Party from and
against any and all Losses by reason of such settlement or judgment. The
Indemnifying Party shall not consent to the entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to each Indemnified Party of a release, in form and
substance reasonably satisfactory to the Indemnified Party, from all liability
in respect of such proceeding for which such Indemnified Party would be entitled
to indemnification hereunder (whether or not any Indemnified Party is a party
thereto).

         (d) Contribution. If the indemnification provided for in this Section 8
is unavailable to an Indemnified Party or is insufficient to hold such
Indemnified Party harmless for any Losses in respect of which this Section 8
would otherwise apply by its terms (other than by reason of exceptions provided
in this Section 8), then each applicable Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall have a joint and several obligation
to contribute to


                                       17
<PAGE>
the amount paid or payable by such Indemnified Party as a result of such Losses,
in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party, on the one hand, and such Indemnified Party, on the other
hand, in connection with the actions, statements or omissions that resulted in
such Losses as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the
other hand, shall be determined by reference to, among other things, whether any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such
Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent any such
statement or omission. The amount paid or payable by an Indemnified Party as a
result of any Losses shall be deemed to include any legal or other fees or
expenses incurred by such party in connection with any proceeding, to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in Section 8(a) or 8(b) was available to such
party.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation or by other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 8(d), a selling Holder shall not
be required to contribute, in the aggregate, any amount in excess of such
Holder's Maximum Contribution Amount. A selling Holder's "MAXIMUM CONTRIBUTION
AMOUNT" shall equal the excess of (i) the aggregate proceeds received by such
Holder pursuant to the sale of such Registrable Securities over (ii) the
aggregate amount of damages that such Holder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

         The indemnity and contribution agreements contained in this Section 8
are in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

         SECTION 9. RULES 144 AND 144A. The Company covenants that it shall (a)
file the reports required to be filed by it (if so required) 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 written request
of any Holder of Registrable Securities, make publicly available other
information necessary to permit sales pursuant to Rule 144 and 144A and (b) take
such further action as any Holder may reasonably request in writing, all to the
extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act pursuant to the
exemptions provided by Rule 144 and Rule 144A. Upon the written request of any
Holder, the Company shall deliver to such Holder a written statement as to
whether it has complied with such information and requirements.

         SECTION 10. UNDERWRITTEN REGISTRATIONS OF REGISTRABLE SECURITIES. If
any of the Registrable Securities covered by any Shelf Registration Statement is
to be sold in an Underwritten Offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of a majority in aggregate principal


                                       18
<PAGE>
amount of such Registrable Securities included in such offering; provided,
however, that such investment banker or investment bankers and manager or
managers must be reasonably acceptable to the Company.

         No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

         SECTION 11.  MISCELLANEOUS.

         (a) No Inconsistent Agreements. The Company has not entered, as of the
date hereof, and the Company shall not enter, after the date of this Agreement,
into any agreement with respect to any of its securities that is inconsistent
with the rights granted to the Holders of Securities in this Agreement or
otherwise conflicts with the provisions hereof.

         (b) 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, otherwise than with the prior written
consent of the Holders of not less than a majority in aggregate principal amount
of the then outstanding Registrable Securities; provided, however, that Section
8 and this Section 12(b) may not be amended, modified or supplemented without
the prior written consent of each Holder. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders of Registrable Securities
whose securities are being tendered pursuant to the Exchange Offer or sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of other
Registrable Securities may be given by Holders of at least a majority in
aggregate principal of the Registrable Securities being tendered or being sold
by such Holders pursuant to such Registration Statement.

         (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, next-day air courier or telecopier:

         if to a Holder of Securities, at the most current address of such
         Holder set forth on the records of the registrar of the Securities

         if to the Company, as follows:

         Callon Petroleum Company
         200 North Canal Street
         Natchez, MI  39120
         Facsimile No.:  (601) 466-1374
         Attention:  John S. Weatherly, Chief Financial Officer


                                       19
<PAGE>
All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; five Business Days after being
deposited in the United States mail, postage prepaid, if mailed; one Business
Day after being timely delivered to a next-day air courier guaranteeing
overnight delivery; and when receipt is acknowledged by the addressee, if
telecopied.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee under the
Indenture at the address specified in the Indenture. Any party may change the
address to which notices and communications hereunder are to be delivered by
giving the other parties notice in the manner herein set forth.

         (d) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto,
including, without limitation and without the need for an express assignment,
subsequent Holders of Securities. If any Subsidiary Guarantor is subsequently
released from its obligations under the Indenture in accordance with the terms
thereof, then such Subsidiary Guarantor shall be released automatically from its
obligations hereunder.

         (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 WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAW. THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITS AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.
THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY
IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE


                                       20
<PAGE>
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS
SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

         (h) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

         (i) Securities Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Securities is
required hereunder, Securities held by the Company or its affiliates (as such
term is defined in Rule 405 under the Securities Act) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

         (j) Third Party Beneficiaries. Holders are intended third party
beneficiaries of this Agreement and this Agreement may be enforced by such
Persons.

         (k) Entire Agreement. This Agreement, together with the Exchange
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understanding,
correspondence, conversations and memoranda between the parties or between or
among any agents, representatives, parents, subsidiaries, affiliates,
predecessors in interest or successors in interest with respect to the subject
matter hereof and thereof are merged herein and replaced hereby.

         (l) Execution of this Agreement. By executing a counterpart of the
Exchange Agreement, each Holder of Securities shall be deemed to have executed a
counterpart of this Agreement, and shall be bound by the terms hereof.


                                       21
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


CALLON PETROLEUM COMPANY


By: /s/ Fred L. Callon
   -----------------------------------------
Name:  Fred L. Callon
Title:  President and Chief Executive Officer

CALLON PETROLEUM OPERATING COMPANY


By: /s/ Fred L. Callon
   -----------------------------------------
Name:  Fred L. Callon
Title:  President and Chief Executive Officer


CALLON OFFSHORE PRODUCTION, INC.


By: /s/ Robert A. Mayfield
   -----------------------------------------
Name: Robert A. Mayfield
Title:  Corporate Secretary


MISSISSIPPI MARKETING, INC.


By: /s/ Robert A. Mayfield
   -----------------------------------------
Name: Robert A. Mayfield
Title:  Corporate Secretary


The Holders of the Securities have executed this agreement by executing a
counterpart of the Exchange Agreement.




                                                   REGISTRATION RIGHTS AGREEMENT


                                       22