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<SEC-DOCUMENT>/in/edgar/work/0000899243-00-002230/0000899243-00-002230.txt : 20001023
<SEC-HEADER>0000899243-00-002230.hdr.sgml : 20001023
ACCESSION NUMBER:		0000899243-00-002230
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20001011
ITEM INFORMATION:		
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20001020

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHENIERE ENERGY INC
		CENTRAL INDEX KEY:			0000003570
		STANDARD INDUSTRIAL CLASSIFICATION:	 [6794
]		IRS NUMBER:				954352386
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	000-09092
			FILM NUMBER:		743514
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		TWO ALLEN CENTER
				STREET 2:		1200 SMITH SUITE 1740
				CITY:			HOUSTON
				STATE:			TX
				ZIP:			77002
				BUSINESS PHONE:		2815784600
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		TWO ALLEN CENTER
					STREET 2:		1200 SMITH ST STE 1740
					CITY:			HOUSTON
					STATE:			TX
					ZIP:			77002
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	BEXY COMMUNICATIONS INC
						DATE OF NAME CHANGE:	19940314
</FORMER-COMPANY>

						FORMER COMPANY:	
							FORMER CONFORMED NAME:	ALL AMERICAN GROUP OF DELAWARE INC
							DATE OF NAME CHANGE:	19931004
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>

<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported):  October 11, 2000

                             Cheniere Energy, Inc.
                               _________________
            (Exact name of registrant as specified in its charter)

                                   Delaware
                                   ________
                (State or other jurisdiction of incorporation)


                  0-9092                                 95-4352386
                 ________                               ____________
         (Commission File Number)             (IRS Employer Identification No.)


Two Allen Center
1200 Smith Street, Suite 1740
Houston, Texas                                             77002-4312
_________________________                                 ___________
(Address of principal executive office)                    (Zip code)


      Registrant's telephone number, including area code:  (713) 659-1361
                                --------------

                                     None
                                     _____
         (Former name or former address, if changed since last report)
<PAGE>

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS AND ITEM 5. OTHER EVENTS.

     On October 11, 2000, Cheniere consummated an agreement with Warburg, Pincus
Equity Partners, L.P., a private equity fund based in New York ("Warburg"), to
fund the exploration program on the Company's 3-D seismic database covering
approximately 8,800 square miles in the shallow water of the Gulf of Mexico
licensed from Fairfield Industries. Pursuant to the Contribution and
Subscription Agreement, Cheniere and Warburg formed and funded a newly formed
corporation, Gryphon Exploration Company ("Gryphon"). Cheniere contributed the
3-D seismic database licensed from Fairfield Industries, the prospects generated
thereon, certain offshore leases, its prospect currently being drilled in the
West Cameron area of Louisiana, its Joint Exploration Agreement with Samson
Offshore Company and certain other assets in exchange for 100 percent of the
common stock of Gryphon and $2 million in cash. The Company's interest in
Gryphon will be held by a wholly-owned subsidiary. Warburg contributed
approximately $25,000,000 in cash in exchange for preferred stock of Gryphon
with an 8 percent accrued dividend that is convertible into 63.2% of Gryphon's
common stock. Warburg's shares of preferred stock will vote on an as converted
basis. Cheniere and Gryphon also agreed under certain circumstances to
contribute to Gryphon their pro rata portion of an additional $75 million. The
consideration paid by the Company and Warburg for the shares of common stock and
preferred stock, respectively, was negotiated at arm's length between the
parties on the basis of the Company's and Warburg's assessment of the value of
the assets contributed by the Company.

     In connection with the consummation of the contributions to Gryphon,
Cheniere, Gryphon and the other stockholders of Gryphon entered into a
Stockholders Agreement related to the voting and transfer of shares of Gryphon
common stock and preferred stock. Pursuant to the terms of the Shareholder's
Agreement, the Company has the right to nominate two members of Gryphon's five-
person board of directors.

     Also in connection with this transaction, Michael L. Harvey became a
director, chairman and chief executive officer of Gryphon and resigned as
director, president and chief executive officer of Cheniere.

     In addition to a 36.8% interest in Gryphon, Cheniere will maintain
ownership of its currently producing oil and gas properties with reserves valued
at $12.1 million as of June 30, 2000, its proprietary 3-D seismic data set in
the Cameron area of Louisiana, a license to 1,900 square miles of 3-D seismic
data recently acquired from Seitel Data Ltd. and the option to license an
additional 3,100 square miles of data from Seitel.

     Attached hereto as Exhibit 99.1 and incorporated by reference herein is
certain information regarding the above described transaction as presented in a
press release dated October 12, 2000.

ITEM 5.  OTHER EVENTS

     The Company elected Charles M. Reimer to serve as president and chief
executive officer of the Company.  Mr. Reimer has most recently served as
president of British-Borneo USA Inc.
<PAGE>

in Houston. Prior to joining British Borneo in November 1998, Mr. Reimer served
as chairman and CEO of Virginia Indonesia Company (VICO), the operator on behalf
of Union Texas Petroleum Holdings Inc. and LASMO plc, of major gas and oil
reserves and production located in East Kalimantan, Indonesia. Mr. Reimer began
his career with Exxon Company USA in 1967 and held various professional and
management positions in Texas and Louisiana. After leaving Exxon in 1985, Mr.
Reimer was named president of Phoenix Resources Company and relocated to Cairo,
Egypt, to begin eight years of international assignments. Attached hereto as
Exhibit 99.2 and incorporated herein is certain information regarding Mr. Reimer
and his election as presented in a press release dated October 17, 2000.

     On October 16, 2000, the Company's shareholders approved, and the Company
effected a 1-for-4 reverse stock split. Attached hereto as Exhibit 99.3 and
incorporated by reference herein is certain information regarding such reverse
stock split as presented in a press release dated October 17, 2000.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     c)    Exhibits.

     10.1  Contribution and Subscription Agreement dated October 11, 2000, by
           and among the Company, Gryphon Exploration Company and the other
           investors listed therein

     10.2  Stockholders Agreement dated October 11, 2000

     10.3  Certificate of Designations, Preferences and Rights of Series A
           Convertible Preferred Stock of Gryphon Exploration Company

     99.1  Press Release entitled "Cheniere Energy Closes $25,000,000 Funding
           With Warburg Pincus" dated October 12, 2000

     99.2  Press Release entitled "Cheniere Energy Inc. Names New President"
           dated September 19, 2000

     99.3  Press Release entitled "Cheniere Energy Shareholders Approve 1-for-4
           Reverse Stock Split" dated October 17, 2000
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                              CHENIERE ENERGY, INC.
                              (Registrant)



                              By:  /s/ Don A. Turkleson
                                   ------------------------------
                                   Don A. Turkleson
                                   Chief Financial Officer, Treasurer and
                                   Secretary

Date:  October 20, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>CONTRIBUTION AND SUBSCRIPTION AGREEMENT
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.1


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






                          GRYPHON EXPLORATION COMPANY

                       Preferred Stock and Common Stock



                    CONTRIBUTION AND SUBSCRIPTION AGREEMENT














                       Dated as of September 15, 2000





- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 Page
<S>                                                                                                              <C>
Section 1.  Definitions.........................................................................................  1
Section 2.  Issuance of Shares; Closings........................................................................  8
       (a)        Initial Contributions by CHEX.................................................................  8
                  (i)      Contribution of Assets...............................................................  8
                  (ii)     Assumption of Liabilities............................................................  8
                  (iii)    Exclusion of Liabilities.............................................................  8
                  (iii)    Exclusion of Liabilities.............................................................  8
                  (iv)     Initial Issuance of Common Stock to CHEX.............................................  9
                  (v)      Payment to CHEX; Issuance of the CHEX Note...........................................  9
                  (vi)     Operating Fee........................................................................ 10
       (b)        Initial Cash Contributions by WPEP and the Management Investors............................... 10
                  (i)      Cash Contributions................................................................... 10
                  (ii)     Initial Issuance of Preferred Stock.................................................. 10
       (c)        Subsequent Financings......................................................................... 10
       (d)        Call Notices.................................................................................. 11
       (e)        Participation Notices......................................................................... 12
       (f)        Eligible Investor Non-Participation in a Subsequent Financing................................. 13
       (g)        Limitation on Capital Calls................................................................... 13
       (h)        Closings...................................................................................... 13
Section 3.  Investors' Conditions of Initial Closing............................................................ 14
       (a)        Initial Closing Conditions of the Investors................................................... 14
                  (i)      Representations and Warranties....................................................... 14
                  (ii)     Performance.......................................................................... 14
                  (iii)    Formation Documents and Stockholders Agreement....................................... 14
                  (iv)     Compliance with Securities Laws...................................................... 15
                  (v)      No Adverse Action or Decision........................................................ 15
                  (vi)     Approvals and Consents............................................................... 15
                  (vii)    Board Nominees....................................................................... 15
                  (viii)   Stock Option Plan.................................................................... 15
                  (ix)     Cancellation of CHEX Securities...................................................... 15
                  (x)      Employment Agreements................................................................ 15
                  (xi)     HSR Act Filings...................................................................... 16
                  (xii)    Company Qualification................................................................ 16
                  (xiii)   Contract Operating Agreement......................................................... 16
                  (xiv)    Stockholders Agreement............................................................... 16
       (b)        WPEP's Initial Closing Conditions............................................................. 16
                  (i)      Opinion of CHEX's Counsel............................................................ 16
                  (ii)     Representations and Warranties....................................................... 16
</TABLE>

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                                              <C>
                  (iii)    Performance.......................................................................... 16
                  (iv)     Corporate Documentation.............................................................. 16
                  (v)      Consents............................................................................. 17
       (c)        CHEX's Initial Closing Conditions............................................................. 17
                  (i)      Representations and Warranties....................................................... 17
                  (ii)     Performance.......................................................................... 17
                  (iii)    Corporate Documentation.............................................................. 17
       (d)        Subsequent Closing Conditions................................................................. 17
Sections 4.  The Company's Conditions of Closing................................................................ 18
       (a)        Representations and Warranties................................................................ 18
       (b)        Performance................................................................................... 18
       (c)        Approvals and Consents........................................................................ 18
Section 5.  Covenants........................................................................................... 18
       (a)        Cooperation, Approvals, Further Action........................................................ 19
       (b)        Closing Conditions; Adverse Effect............................................................ 19
       (c)        HSR Act Compliance............................................................................ 19
       (d)        Ongoing Negotiations.......................................................................... 20
       (e)        Access; Confidentiality....................................................................... 21
       (f)        Additional Affirmative Covenants of the Company............................................... 22
                  (i)      Shares to be Reserved................................................................ 22
                  (ii)     Payment of Expenses.................................................................. 22
                  (iii)    Office Space......................................................................... 22
                  (iv)     Override Programs.................................................................... 22
                  (v)      Company Qualification................................................................ 23
                  (vi)     Payment to Fairfield................................................................. 23
       (g)        Additional Affirmative Covenants of CHEX...................................................... 23
                  (i)      Financial Service.................................................................... 23
                  (ii)     Transfer Fees........................................................................ 23
                  (iii)    Taxes................................................................................ 23
                  (iv)     Shark Prospect....................................................................... 24
       (h)        Oil and Gas Lease OCS-G 21549................................................................. 24
Section 6.  Representations and Warranties of the Company....................................................... 24
       (a)        Organization; Qualification and Authority..................................................... 24
       (b)        Authorized Shares and Related Matters......................................................... 25
       (c)        Defaults; Outstanding Debt.................................................................... 25
       (d)        No Violation.................................................................................. 25
       (e)        Offering of Shares............................................................................ 26
Section 7.  Representations, and Warranties of the Investors.................................................... 26
       (a)        Investment Matters............................................................................ 26
       (b)        Authority..................................................................................... 27
       (c)        No Conflicts.................................................................................. 27
Section 8.  Representations and Warranties of CHEX.............................................................. 27
       (a)        Organization; Qualification and Authority..................................................... 27
       (b)        Defaults; Outstanding Debt.................................................................... 28
       (c)        No Violation.................................................................................. 28
</TABLE>

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                     -ii-
<PAGE>

<TABLE>
<S>                                                                                                              <C>
       (d)        Governmental Consents......................................................................... 29
       (e)        Investment Company Status..................................................................... 29
       (f)        Taxes......................................................................................... 29
       (g)        Compliance with Law........................................................................... 29
       (h)        Proceedings................................................................................... 29
       (i)        Environmental Matters......................................................................... 30
       (j)        Title......................................................................................... 30
       (k)        Contracts..................................................................................... 30
       (l)        Permits....................................................................................... 30
       (m)        Consents, Preferential Rights, etc............................................................ 31
       (n)        No Other Activities........................................................................... 31
Section 9.  Termination......................................................................................... 31
       (a)        Termination................................................................................... 31
       (b)        Effect of Termination......................................................................... 32
Section 10.  Miscellaneous...................................................................................... 32
       (a)        Indemnification............................................................................... 32
       (b)        Consent to Amendments......................................................................... 33
       (c)        Restrictive Legend............................................................................ 33
       (d)        Survival of Representations and Warranties.................................................... 33
       (e)        Successors and Assigns; No Third Party........................................................ 33
       (f)        Notices....................................................................................... 33
       (g)        Descriptive Headings.......................................................................... 34
       (h)        Satisfaction Requirement...................................................................... 34
       (i)        Governing Law................................................................................. 34
       (j)        Entire Agreement.............................................................................. 34
       (k)        Severability.................................................................................. 34
</TABLE>


__________________

Appendix 2(a)(i)    Assets Contributed by Cheniere Energy, Inc.

Appendix 2(a)(ii)   Liabilities Assumed by Gryphon Exploration Company

Appendix 3(a)(v)    Required Consents

Appendix 3(a)(viii) Initial Stock Option Grants under the Gryphon Exploration
                    Company 2000 Stock Incentive Plan

Appendix 3(a)(ix)   Former Cheniere Energy, Inc. Employees Joining Gryphon
                    Exploration Company

Appendix 5(d)       Prospective Prospects/Contract Rights

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                     -iii-
<PAGE>

Exhibit A      Forms of Conveyance Documentation

Exhibit B      Form of CHEX Note

Exhibit C      Form of Call Notice

Exhibit D      Form of Certificate of Incorporation of Gryphon Exploration
               Company

Exhibit E      Form of Certificate of Designations, Preferences and Rights of
               Series A Convertible Preferred Stock of Gryphon Exploration
               Company

Exhibit F      Form of Amended and Restated Bylaws of Gryphon Exploration
               Company

Exhibit G      Form of Stockholders Agreement

Exhibit H      Form of Gryphon Exploration Company 2000 Stock Incentive Plan

Exhibit I      Form of Equity Cancellation Agreement

Exhibit J      Form of Employment Agreement by and between Michael Harvey and
               Gryphon Exploration Company

Exhibit K      Form of Employment Agreement by and between Ron Krenzke and
               Gryphon Exploration Company

Exhibit L      Form of Contract Operating Agreement

Exhibit M      Form of Opinion Letter from Counsel to Cheniere Energy, Inc. to
               the Investors

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                     -iv-
<PAGE>

                          GRYPHON EXPLORATION COMPANY

                    CONTRIBUTION AND SUBSCRIPTION AGREEMENT


     This CONTRIBUTION AND SUBSCRIPTION AGREEMENT dated as of September 15, 2000
(this "Agreement"), is entered into by and among Gryphon Exploration Company, a
Delaware corporation (the "Company"), and each of the other parties executing
this Agreement as of the date hereof (collectively, the "Investors").

     WHEREAS, subject to terms and conditions of this Agreement, Cheniere
Energy, Inc. ("CHEX") has agreed to contribute certain assets to the Company in
exchange for the issuance of Common Stock of the Company to Cheniere-Gryphon
Management, Inc. ("CHEX Sub"), as designee of CHEX, and the assumption of
certain liabilities by the Company;

     WHEREAS, subject to the terms and conditions of this Agreement, WPEP and
the Management Investors (each as defined herein) have agreed to contribute cash
to the Company in exchange for Preferred Stock of the Company; and

     WHEREAS, the parties hereto agree that the contributions contemplated by
the foregoing clauses are intended to constitute a transaction described in
Section 351(a) of the Internal Revenue Code of 1986, as amended.

     NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements hereinafter contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

Section 1.  Definitions.  For the purpose of this Agreement, and in addition to
            -----------
terms defined elsewhere in this Agreement, the following terms shall have the
following meanings.  In addition, all terms of an accounting character not
specifically defined herein shall have the meanings assigned thereto by the
Financial Accounting Standards Board and generally accepted accounting
principles.

     "Additional Capital Contribution" shall have the meaning set forth in
      -------------------------------
Section 2(c) hereof.

     "Affiliate" shall have the meaning set forth in the Stockholders Agreement.
      ---------

     "Agreement" shall mean this Contribution and Subscription Agreement dated
      ---------
as of September 15, 2000.

     "Approvals" shall mean any approvals, authorizations, grants of authority,
      ---------
consents, orders, qualifications, permits, licenses, variances, exemptions,
franchises, concessions, certificates, filings or registrations or any waivers
of the foregoing, or any notices, statements or other communications required to
be filed with, delivered to or obtained from any Governmental Entity or any
other Person.

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement
<PAGE>

     "Assumed Liabilities" shall mean the obligations of CHEX to be assumed by
      -------------------
the Company, as set forth in Appendix 2(a)(ii) hereto, and any other liabilities
expressly defined as Assumed Liabilities elsewhere in this Agreement.

     "Board" means the board of directors of the Company.
      -----

     "Business Day" shall mean any day which is not a Saturday, Sunday or day on
      ------------
which banks are authorized by law to close in the State of Texas.

     "Call Closing Date" shall have the meaning set forth in Section 2(d)
      -----------------
hereof.

     "Call Notice" shall have the meaning set forth in Section 2(d) hereof.
      -----------

     "CHEX" shall mean Cheniere Energy, Inc.
      ----

     "CHEX Change of Control" shall have the meaning set forth in the
      ----------------------
Stockholders Agreement.

     "CHEX Notes" shall have the meaning set forth in Section 2(a) hereof.
      ----------

     "CHEX Sub" shall mean Cheniere-Gryphon Management, Inc.
      --------

     "Closing" shall mean the Initial Closing or any Subsequent Closing.
      -------

     "Closing Date" shall mean the Initial Closing Date or any Subsequent
      ------------
Closing Date.

     "Commission" shall mean the United States Securities and Exchange
      ----------
Commission.

     "Common Stock" means the common stock, par value $0.01 per share, of the
      ------------
Company.

     "Company" shall mean Gryphon Exploration Company
      -------

     "Contracts" shall have the meaning set forth in Section 8(k) hereof.
      ---------

     "Contributed Assets" shall mean the assets to be contributed by CHEX as set
      ------------------
forth in Appendix 2(a)(i) hereto and any other assets expressly defined as
Contributed Assets elsewhere in this Agreement.

     "Contribution" shall have the meaning set forth in Section 2(a)(i) hereof.
      ------------

     "Customary Filings" shall mean rights to consent which require notices to,
      -----------------
filings with, or other actions by Governmental Entities in connection with the
sale or conveyance of oil and gas leases or interests therein if they are
customarily obtained subsequent to the sale or conveyance.

     "Defensible Title" shall mean title in and to the Contributed Assets that,
      ----------------
subject to Permitted Encumbrances:

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -2-
<PAGE>

          (a)  entitles CHEX or, after the Initial Closing, the Company to
receive throughout the duration of the productive life of any lease (after
satisfaction of all royalties, overriding royalties, nonparticipating royalties,
net profits interests or other similar burdens on or measured by production of
oil and gas), not less than the "net revenue interest" share shown in Appendix
2(a)(i) of all oil, gas and/or other minerals produced, saved and marketed from
such lease except for prospective decreases in connection with those operations
in which CHEX or, after the Initial Closing, the Company may be a non-consenting
co-owner, prospective decreases resulting from the establishment or amendment of
pools or units, and except as otherwise set forth on Appendix 2(a)(i);

          (b)  obligates CHEX or, after the Initial Closing, the Company to bear
a percentage of the costs and expenses for the maintenance and development of,
and operations relating to, such lease not greater than the "working interest"
shown in Appendix 2(a)(i) without increase throughout the productive life
thereof, except as stated in Appendix 2(a)(i) and except increases resulting
from contribution requirements with respect to defaulting co-owners under
applicable operating agreements and increases that are accompanied by at least a
proportionate increase in CHEX's or, after the Initial Closing, the Company's
net revenue interest; and

          (c)  is free and clear of Liens, encumbrances, obligations or defects,
other than the Permitted Encumbrances.

     "Director" means any member of the Board of the Company.
      --------

     "Effective Date" means August 1, 2000.
      --------------

     "Eligible Investors" shall have the meaning set forth in Section 2(c)
      ------------------
hereof.

     "Environmental Laws" shall mean all federal, state and local laws and
      ------------------
regulations relating to pollution or protection of human health or the
environment, including without limitation, laws relating to Releases or
threatened Releases of Hazardous Materials into the indoor or outdoor
environment (including, without limitation, ambient air, surface water, ground
water, land surface or subsurface strata) or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, Release,
disposal, transport or handling of Hazardous Materials and all laws and
regulations with regard to record keeping, notification, disclosure and
reporting requirements respecting Hazardous Materials.

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

     "Excluded Liabilities" shall have the meaning set forth in Section
      --------------------
2(a)(iii) hereof.

     "Fairfield" means Fairfield Industries Incorporated.
      ---------

     "Fairfield Agreement" means that certain Master License Agreement, dated
      -------------------
June 9, 1999, between Fairfield and CHEX, as supplemented from time to time.

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -3-
<PAGE>

     "Fully-Diluted Common Stock" shall have the meaning set forth in the
      --------------------------
Stockholders Agreement.

     "Governmental Entity" shall mean any court or tribunal in any jurisdiction
      -------------------
(domestic or foreign) or any public, governmental, or regulatory body, agency,
department, commission, board, bureau or other authority or instrumentality
(domestic or foreign).

     "Hazardous Materials" shall mean all substances defined as Hazardous
      -------------------
Substances, Oil, Pollutants or Contaminants in the National Oil and Hazardous
Substances Pollution Contingency Plan, 40 C.F.R. (S) 300.5, or defined as such
by, or regulated as such under, any Environmental Law, including without
limitation, PCBs, mercury and NORM, or which otherwise may be the basis for any
person (including, without limitation, any federal, state, local or foreign
government, and natural persons) to require cleanup, removal, treatment or
remediation.

     "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
      -------
1976, as amended.

     "Indebtedness" shall mean any obligation for borrowed money (including
      ------------
notes payable and drafts accepted representing extensions of credit whether or
not representing obligations for borrowed money).

     "Initial Closing" shall have the meaning set forth in Section 2(h)(i)
      ---------------
hereof.

     "Initial Closing Date" shall have the meaning set forth in Section 2(h)(i)
      --------------------
hereof.

     "Initial Option Grants" shall have the meaning set forth in Section
      ---------------------
3(a)(viii) hereof.

     "Investment Company Act" shall mean the Investment Company Act of 1940, as
      ----------------------
amended.

     "Investors" shall mean CHEX, the Eligible Investors and the Management
      ---------
Investors.

     "Key Geologists/Geophysicists" shall means those Persons marked with an
      ----------------------------
asterisk on Appendix 3(a)(ix) hereto.

     "Law" shall mean any statute, law, rule or regulation or any judgment,
      ---
order, writ, injunction or decree of any Governmental Entity.

     "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
      ----
lien or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement, any lease in
the nature thereof, and the filing of or agreement to give any financing
statement or like instrument under the laws of any jurisdiction).

     "Management Agreements" shall mean the Management Employment Agreements and
      ---------------------
the Management Purchase Agreement.

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -4-
<PAGE>

     "Management Employment Agreements" shall have the meaning set forth in
      --------------------------------
Section 3(a)(x) hereof.

     "Management Investors" shall mean Michael Harvey and Ron Krenzke.
      --------------------

     "Material Adverse Change" shall mean any change, event or occurrence which
      -----------------------
has a Material Adverse Effect.

     "Material Adverse Effect" shall mean any material adverse effect on the
      -----------------------
business, properties, prospects, assets or condition, financial or otherwise, of
the Company and its subsidiaries, taken as a whole, or, with respect to the
Initial Closing, on the Contributed Assets.

     "MDCK" shall mean Mayor, Day, Caldwell & Keeton, L.L.P., counsel to CHEX.
      ----

     "Officer's Certificate" shall mean a certificate signed in the name of the
      ---------------------
Company, by an officer of the Company.

     "Participation Notice" shall have the meaning set forth in Section 2(e)
      --------------------
hereof.

     "Person" shall have the meaning set forth in the Stockholders Agreement.
      ------

     "Permits" shall mean licenses, permits, variances, exemptions, orders,
      -------
franchises, approvals and other authorizations of or from Governmental Entities.

     "Permitted Encumbrances" shall mean:
      ----------------------

          (a)  lessors' royalties and any overriding royalties, reversionary
interests and other similar burdens to the extent that they do not, individually
or in the aggregate, reduce the Company's net revenue interest below that shown
in Appendix 2(a)(i) or increase the Company's working interest above that shown
in Appendix 2(a)(i) without a corresponding increase in the net revenue
interest;

          (b)  all leases, contracts, unit agreements, pooling agreements,
operating agreements, platform use agreements, and other contracts, agreements
and instruments applicable to the Contributed Assets, to the extent that they do
not, individually or in the aggregate, reduce the Company's net revenue
interests below that shown in Appendix 2(a)(i) or increase the Company's working
interest above that shown in Appendix 2(a)(i) without a corresponding increase
in the net revenue interest;

          (c)  Liens for taxes or assessments that are not yet delinquent or, if
delinquent, are being contested in good faith by appropriate actions;

          (d)  materialmen's, mechanic's, repairman's, employee's, contractor's,
operator's and other similar Liens or charges arising in the ordinary course of
business for amounts that are not

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -5-
<PAGE>

yet delinquent (including any amounts being withheld as provided by law), or if
delinquent, are being contested in good faith by appropriate actions;

          (e)  Customary Filings;

          (f)  rights of reassignment arising upon final intention to abandon or
release the Contributed Assets, or any of them;

          (g)  easements, rights-of-way, servitudes, permits, surface leases and
other rights in respect of surface operations arising or incurred in the
ordinary course of business;

          (h)  all rights reserved to or vested in any Governmental Entities to
control or regulate any of the Contributed Assets in any manner and all
obligations and duties under all applicable laws, rules and orders of any such
Governmental Entities or under any franchise, grant, license or permit issued by
any Governmental Entities;

          (i)  any matters shown on Appendix 2(a)(ii) to the extent that they do
not, individually or in the aggregate, reduce the Company's net revenue
interests below that shown in Appendix 2(a)(i) or increase the Company's working
interest above that shown in Appendix 2(a)(i) without a corresponding increase
in the net revenue interest;

          (j)  any other encumbrances, defects or irregularities that do not,
individually or in the aggregate, materially detract from the value of or
materially interfere with the use or ownership of the Contributed Assets subject
thereto or affected thereby and that would be accepted by a reasonably prudent
purchaser engaged in the business of owning and operating oil and gas
properties; and

          (k)  the Mortgage, Assignment, Security Agreement, Fixture Filing and
Financing Statement, dated as of September 1, 1999, from CHEX, as Mortgagor, to
EnCap Energy Capital Fund III, LP, as Mortgagee, recorded in Cameron Parish,
Louisiana on September 3, 1999 in Mortgage Book 245, File No. 261733, as amended
by that certain First Amendment to Mortgage, Assignment, Security Agreement,
Fixture Filing and Financing Statement recorded in Cameron Parish, Louisiana on
September 9, 1999 in Mortgage Book 245, File No. 2618017, as amended by that
certain Second Supplement and Amendment to Mortgage, Assignment, Security
Agreement, Fixture Filing and Financing Statement recorded in Cameron Parish,
Louisiana on October 26, 1999 in Mortgage Book 246, File No. 262290, and as
further amended by that certain Third Supplement and Amendment to Mortgage,
Assignment, Security Agreement, Fixture Filing and Financing Statement, dated as
of February 29, 2000 (as amended, the "Mortgage"), and Original Financing
Statement No. 261734 filed on September 3, 1999 with the Parish Clerk of Cameron
Parish, Louisiana, as amended (the "Financing Statement"); provided that,
insofar and only insofar as the Mortgage and Financing Statement cover the
Contributed Assets, the Mortgage and Financing Statement shall be released on or
before the Initial Closing Date.

     "Petrie Parkman" shall mean Petrie Parkman & Co., Inc.
      --------------


                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -6-
<PAGE>

     "Preferred Stock" means the Series A Convertible Preferred Stock, par value
      ---------------
$0.01 per share, of the Company.

     "Pro Rata Portion" with respect to any Investor shall mean, as of the date
      ----------------
of determination, 100% times a fraction, the numerator of which is the
Investor's ownership of the Company's Fully-Diluted Common Stock and the
denominator of which is the total amount of the Company's Fully-Diluted Common
Stock held by Eligible Investors.

     "Proceedings" shall mean all proceedings, actions, claims, suits,
      -----------
investigations and inquiries by or before any arbitrator or Governmental Entity.

     "Prospective Prospects/Contract Rights" shall have the meaning set forth in
      -------------------------------------
Section 5(d) hereof.

     "Related Agreements" shall mean the Stockholders Agreement and the
      ------------------
Management Agreements.

     "Release" shall mean any release, spill, emission, discharge, leaking,
      -------
pumping, injection, deposit, disposal, dispersal, leaching or migration into the
indoor or outdoor environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata) or into or out of
any property, including the movement of Hazardous Materials through or in air,
soil, surface water, groundwater or property.

     "Required Consents" shall mean all approvals and consents required to be
      -----------------
obtained by the Company, CHEX or CHEX Sub with respect to the consummation of
each of the transactions contemplated by this Agreement, including, without
limitation, those set forth on Appendix 3(a)(v) hereto.

     "Required Holders" shall have the meaning set forth in the Stockholders
      ----------------
Agreement.

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

     "Shares" shall mean the shares of Preferred Stock and Common Stock.
      ------

     "Stock Option Plan" shall mean the Gryphon Exploration Company 2000 Stock
      -----------------
Incentive Plan.

     "Stockholder" shall have the meaning set forth in the Stockholders
      -----------
Agreement.

     "Stockholders Agreement" shall mean the Stockholders Agreement among the
      ----------------------
Company and the Company's stockholders in the form attached hereto as Exhibit G,
as amended and in effect from time to time.

     "Subsequent Closing" shall have the meaning set forth in Section 2(h)(ii)
      ------------------
hereof.


                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -7-
<PAGE>

     "Subsequent Financing" shall have the meaning set forth in Section 2(c)
      --------------------
hereof.

     "Target Blocks" shall have the meaning assigned to that term in the 2000
      -------------
Program Agreement dated March 1, 2000 between CHEX and Samson Offshore Company.

     "Taxes" means all federal, state, county, local, foreign or other taxes,
      -----
charges, fees, levies, imposts, duties, licenses or other governmental
assessments, together with any interest, penalties, additions to tax or
additional amounts imposed with respect thereto.

     "WPEP" shall mean Warburg, Pincus Equity Partners, L.P., Warburg Pincus
      ----
Netherlands Equity Partners I, C.V., Warburg Pincus Netherlands Equity Partners
II, C.V. and Warburg Pincus Netherlands Equity Partners III, collectively;
provided, however, that any action to be taken by WPEP under this Agreement may
be taken by Warburg, Pincus Equity Partners, L.P. individually on behalf of the
other entities named in this definition.

     "WPEP Cash" shall have the meaning set forth in Section 2(b) hereof.
      ---------

     "Zydeco Agreement" shall mean that certain Exploration Agreement, dated
      ----------------
April 4, 1996, between Zydeco Exploration, Inc. and FX Energy, Inc. (now known
as Cheniere Energy Operating Co., Inc.), as amended.

Section 2.  Issuance of Shares; Closings.
            ----------------------------

               (a)  Initial Contributions by CHEX.
                    -----------------------------

                    (i)    Contribution of Assets. Subject to the terms and
                           ----------------------
               conditions of this Agreement, at the Initial Closing, CHEX shall
               contribute, convey, assign, transfer and deliver to the Company
               all of its right, title and interest at the time of the Initial
               Closing in and to the Contributed Assets (the "Contribution").
               The Contribution will be effected by delivery by CHEX to the
               Company of duly executed documents of conveyance in the form
               attached hereto as Exhibit A together with such additional
               assignments as may be required by Governmental Entities to effect
               the assignment to the Company of CHEX's interest in the leases
               included in the Contributed Assets.

                    (ii)   Assumption of Liabilities.  Subject to the terms and
                           -------------------------
               conditions of this Agreement, at the Initial Closing the Company
               will assume the Assumed Liabilities.

                    (iii)  Exclusion of Liabilities.  Notwithstanding any other
                           ------------------------
               provision of this Agreement, the Company shall not assume or have
               any liability hereunder with respect to any other liabilities or
               obligations of CHEX not specifically included in the Assumed
               Liabilities, whether known or unknown, liquidated or
               unliquidated, contingent or fixed (the "Excluded Liabilities"),
               including, without limitation:

                           (A) liabilities arising out of the business operation
                    of CHEX or its ownership of the Contributed Assets prior to
                    the Effective Date;

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -8-
<PAGE>

                         (B)  liabilities to the extent arising out of any
                    businesses operated and assets owned by CHEX other than the
                    Contributed Assets, whether incurred before or after the
                    Effective Date; and

                         (C)  liabilities or obligations for CHEX to pay any
                    taxes of any kind or nature, including any interest or
                    penalties imposed with respect hereto, and including any
                    taxes incurred by CHEX arising out of its business operation
                    or its ownership of the Contributed Assets prior to the
                    Effective Date.

                    (iv) Initial Issuance of Common Stock to CHEX.  In
                         ----------------------------------------
               consideration for all of the foregoing, at the Initial Closing,
               subject to the terms and conditions of this Agreement, the
               Company will issue to CHEX 145,590 shares of Common Stock.

                    (v)  Payment to CHEX; Issuance of the CHEX Notes.  On the
                         -------------------------------------------
               date hereof, WPEP shall deliver to CHEX, by wire transfer of
               immediately available funds to an account or accounts designated
               by CHEX, the amount of $2,000,000 in exchange for the execution
               and delivery of a note, in the form attached hereto as Exhibit B,
               in the original principal amount of $2,000,000. In addition, if
               prior to the Initial Closing CHEX elects to participate in the
               completion of a well on the Shark Prospect (as described in
               Appendix 2(a)(i)), then CHEX shall notify WPEP of such election
               and furnish WPEP a copy of an authorization for expenditure
               ("AFE") setting forth the estimated completion costs and CHEX's
               proportionate share thereof. Upon receipt of such an AFE, WPEP,
               within two (2) Business Days, shall either (A) notify CHEX of its
               election not to participate in the well, in which case the well
               shall not be included in the Contributed Assets or (B) deliver to
               CHEX, by wire transfer of immediately available funds, an amount
               equal to CHEX's share of the estimated completion costs as set
               forth in the AFE and CHEX shall execute and deliver a note, in
               the form attached hereto as Exhibit B, in the original principal
               amount equal to such share of completion costs; provided that if
               WPEP has notified CHEX within such two Business Day period that
               it wishes to fund CHEX's share of the completion costs as set
               forth in clause (B) hereof, but CHEX is unable to cause MDCK or
               another counsel reasonably acceptable to WPEP to deliver a legal
               opinion with respect to the note to be issued by CHEX (in form
               and substance substantially similar to the legal opinion given by
               MDCK on the date of this Agreement with respect to the original
               CHEX Note), then CHEX may fund such obligations and, in such
               case, the well will be included in the Contributed Assets subject
               to the Company reimbursing CHEX at the Initial Closing for
               completion costs for the well that have been incurred by CHEX
               prior to the Initial Closing. The note referred to in this first
               sentence of this paragraph and any note with respect to
               completion costs are collectively referred to herein as the "CHEX
               Notes." At the Initial Closing, CHEX will assign, and the Company
               will assume, the CHEX Notes and the CHEX Notes will be included
               in the definition of Assumed Liabilities.

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -9-
<PAGE>

               (vi) Operating Fee.  At the Initial Closing, the Company
                    -------------
          hereby agrees to pay to CHEX an operating fee equal to (A) $50,000
          plus (B) an additional $10,000 for each day from, and including,
          September 1, 2000 to, and including, the Initial Closing Date.  The
          aggregate amount of this fee shall be delivered by the Company to CHEX
          by wire transfer of immediately available funds on the Initial Closing
          Date.

          (b)  Initial Cash Contributions by WPEP and the Management Investors.
               ---------------------------------------------------------------

               (i)  Cash Contributions.  Subject to the terms and conditions
                    ------------------
          of this Agreement, at the Initial Closing, WPEP and the Management
          Investors shall contribute as a capital contribution to the Company,
          and the Company shall accept from the Investors, the following cash
          contributions, where the term "WPEP Cash" shall mean $24,950,000 less
          the principal amount of all CHEX Notes assumed by the Company pursuant
          to Section 2(a)(v) hereof:

     <TABLE>
     <CAPTION>
          Investor                                                    Cash Contribution
          --------                                                    -----------------
          <S>                                                         <C>
          Warburg, Pincus Equity Partners, L.P.                       WPEP Cash * 0.945
          Warburg, Pincus Netherlands Equity Partners I, L.P.          WPEP Cash * 0.03
          Warburg, Pincus Netherlands Equity Partners II, L.P.         WPEP Cash * 0.02
          Warburg, Pincus Netherlands Equity Partners III, L.P.       WPEP Cash * 0.005
          Michael Harvey                                                        $25,000
          Ron Krenzke                                                           $25,000
</TABLE>

          Such contributions shall be made by wire transfer of immediately
          available funds to an account or accounts designated by the Company in
          writing at least two (2) Business Days prior to the Initial Closing.
          In addition, at the Initial Closing, WPEP shall forgive all CHEX Notes
          and any interest accrued thereunder.

               (ii)  Initial Issuance of Preferred Stock.  In consideration of
                     -----------------------------------
          the foregoing, at the Initial Closing, subject to the terms and
          conditions of this Agreement, the Company will issue to WPEP and the
          Management Investors the number of shares of Preferred Stock set forth
          below:

     <TABLE>
     <CAPTION>
                                                                                 Shares of
          Investor                                                         Preferred Stock
          --------                                                         ---------------
          <S>                                                               <C>
          Warburg, Pincus & Co., as nominee                                         24,950
          Michael Harvey                                                                25
          Ron Krenzke                                                                   25
     </TABLE>

          (c)  Subsequent Financings.
               ---------------------

               (i)  CHEX Sub and WPEP (the "Eligible Investors") shall each have
          the option to purchase its Pro Rata Portion of up to 75,000 additional
          shares of Preferred Stock at a purchase price of $1,000 per share as
          called by the Company from time to time pursuant to a Call Notice
          (defined below) delivered in accordance with

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -10-
<PAGE>

          Section 2(d). Each closing of additional funds pursuant to this
          Section 2(c) shall be referred to at times herein as a "Subsequent
          Financing." The purchase price paid in any Subsequent Financing is
          referred to at times herein as an "Additional Capital Contribution."
          All Additional Capital Contributions shall be payable in cash and,
          unless otherwise agreed to by the Board, shall be paid by the wire
          transfer of immediately available United States dollars on or before
          the applicable Call Closing Date (as defined below) to a bank account
          designated by the Company prior to such Call Closing Date. With
          respect to any Subsequent Financing, each of the Eligible Investors'
          respective Pro Rata Portions shall be determined as of the date the
          Board authorized the applicable Call Notice.

               (ii) Notwithstanding Section 2(c)(i) above, each of the
          Management Investors shall be required to purchase one-tenth of one
          percent of WPEP's Pro Rata Portion of any Subsequent Financing in
          which WPEP is participating.  The obligation of each Management
          Investor to purchase Shares pursuant to this Section 2(c)(ii) is
          subject to such Management Investor being an "accredited investor" as
          defined in Rule 501(a) under the Securities Act or the waiver of such
          condition by the Company.  No Management Investor shall be obligated
          to purchase shares pursuant to this Section 2(c)(ii) if his respective
          Management Employment Agreement has been terminated at the time of the
          Subsequent Financing.  To the extent that any Management Investor
          purchases shares pursuant to this Section 2(c)(ii), WPEP's Pro Rata
          Portion of the applicable Subsequent Financing shall be reduced.

          (d)  Call Notices.
               ------------

               (i)  With respect to any proposed Subsequent Financing under
          Section 2(c), the Company shall provide each Investor a written
          notice, substantially in the form attached hereto as Exhibit C (a
          "Call Notice"), which shall (i) specify the date on which the Company
          intends to close on the Subsequent Financing (each such date referred
          to as a "Call Closing Date"); (ii) specify the total amount of the
          Additional Capital Contribution being called and such Eligible
          Investor's Pro Rata Portion thereof; (iii) specify the total number of
          shares of Preferred Stock proposed to be issued (calculated on the
          basis of a price of $1,000 per share of Preferred Stock) in exchange
          for the Additional Capital Contributions; and (iv) include all
          materials, if any, related to the Call Notice that were presented to
          the Directors at the meeting at which such Call Notice was approved,
          for the purpose of evaluating such Call Notice; provided, however,
          that no materials shall be delivered to CHEX or WPEP, respectively, if
          any Director designated by such Investor attended the meeting at which
          the Call Notice was approved and received all materials related to the
          Call Notice presented to Directors thereat.

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -11-
<PAGE>

               (ii) Any Call Notice shall be delivered as follows:

                    (A)  for any Subsequent Financing that is $10,000,000 or
               less, the Company shall deliver the Call Notice no later than 40
               days prior to the Call Closing Date;

                    (B)  for any Subsequent Financing greater than $10,000,000,
               the Company shall deliver the Call Notice no later than 90 days
               prior to the Call Closing Date.

          (e)  Participation Notices.  Upon Receipt of a Call Notice, each
               ---------------------
     Eligible Investor shall provide written notice (a "Participation Notice")
     indicating whether it will participate in the Subsequent Financing
     referenced in such Call Notice to both the Company and the other Eligible
     Investor as follows:

               (i)   for any Subsequent Financing that is $10,000,000 or less,
          each Eligible Investor shall deliver the Investor Participation Notice
          within 10 days of receiving the applicable Call Notice;

               (ii)  for any Subsequent Financing that is more than $10,000,000,
          each Eligible Investor shall deliver the Investor Participation
          Notices within 15 days of receiving the applicable Call Notice.

               (iii) Notwithstanding Section 2(e)(ii) above, if an Eligible
          Investor receives a Call Notice relating to a subsequent Financing
          that is more than $10,000,000 and specifying that such Subsequent
          Financing will fund a strategic acquisition of securities or assets or
          a business that was formally brought to the attention of the Board at
          least 15 days prior to the Board meeting at which such transaction is
          (or was) to be approved, then the Investor shall provide notice of its
          intention to participate within 5 days of receiving the applicable
          Call Notice.  In connection with any transaction governed by this
          Section 2(e)(iii), the Company shall provide to CHEX and WPEP all
          materials relating to such transaction presented to the Board if and
          when they are so presented; provided, however, that no materials shall
          be delivered to CHEX or WPEP, respectively, if any Director designated
          by such Investor attended the meeting at which the Call Notice was
          approved and received all materials related to the Call Notice
          presented to Directors thereat.

               Subject to the conditions set forth in Section 3(d) hereof,
     Eligible Investors agreeing to participate in a Subsequent Financing shall
     fund their committed portion of such Subsequent Financing on the Call
     Closing Date set forth in the applicable Call Notice; provided, however,
     that Eligible Investors agreeing to participate in a Subsequent Financing
     described under Section 2(e)(iii) above shall fund their committed portion
     of such Subsequent Financing at the closing of the strategic acquisition
     referred to therein.

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -12-
<PAGE>

          (f)  Eligible Investor Non-Participation in a Subsequent Financing.
               -------------------------------------------------------------

               (i)  To the extent that any Eligible Investor elects not to
          participate in any Subsequent Financing, such Eligible Investor
          acknowledges that its Pro Rata Portion of any future Subsequent
          Financings may be affected.

               (ii)  In the event that any Eligible Investor elects not to
          participate in a Subsequent Financing, then the other Eligible
          Investor shall have the option to purchase the non-participating
          Eligible Investor's Pro Rata Portion thereof.  This option shall be
          exercisable by written notice to the Company and the non-participating
          Eligible Investor within 5 days of receiving the Participation Notice
          indicating the non-participating Eligible Investor's intent not to
          participate.

               (iii) In the event that an Eligible Investor delivers a
          Participation Notice indicating its intention to participate in a
          Subsequent Financing to the Company and then fails to fund the
          Subsequent Financing on the applicable Call Closing Date, such
          Eligible Investor shall forfeit all rights to participate in any
          future Subsequent Financings unless the failure to fund such
          Subsequent Financing is (A) the result of a written agreement between
          the Company and the participating Eligible Investors, (B) due to the
          failure of any Investor condition to closing set forth in Section 3(d)
          hereof, or (C) cured within 5 Business Days of the Company notifying
          such Eligible Investor of its failure to fund.

               (iv)  If, at any time after a CHEX Change of Control, the Company
          delivers a Call Notice in accordance with Section 2(d) above and CHEX
          elects not to participate in the Subsequent Financing referenced
          therein or fails to fund such Subsequent Financing on the applicable
          Call Closing Date, CHEX shall forfeit all rights to participate in any
          future Subsequent Financings.

          (g)  Limitation on Capital Calls.  Any call for a Subsequent
               ---------------------------
     Financing  shall require approval by the Board.  In no event shall a Call
     Notice be made for an aggregate amount of less than Three Million Dollars
     ($3,000,000).

          (h)  Closings.
               --------

               (i)  The initial issuance and delivery of the Shares to be
          purchased by the Investors shall take place at a closing (the "Initial
          Closing") to be held at the offices of Vinson & Elkins L.L.P. on such
          date (the "Initial Closing Date") which shall be on the day which is
          five (5) consecutive Business Days after the date on which the last of
          the conditions set forth in Sections 3(a), 3(b), 3(c) and 4 is
          fulfilled or waived or is capable of being fulfilled at the Initial
          Closing or at such other time or place as the parties hereto shall
          agree.

               (ii)  On each Call Closing Date, the Company will deliver to each
          Investor participating in the applicable Subsequent Financing
          certificates evidencing the

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -13-
<PAGE>

          shares of Preferred Stock to be purchased by such Investor and
          registered in the name of such Investor against receipt of the
          purchase price therefor by wire transfer of immediately available
          funds to the Company in an account designated by the Company prior to
          such Call Closing Date (each such occurrence, a "Subsequent Closing").

               (iii)  At any Closing, WPEP shall have the option to have all
          shares to be issued to WPEP registered in the name of Warburg, Pincus
          & Co., as nominee.  At the Initial Closing, CHEX shall transfer its
          interest in the Company to CHEX Sub and CHEX hereby consents to the
          Company issuing the securities issuable to CHEX pursuant to Section
          2(a)(iv) above, and registering such securities in the name of, CHEX
          Sub.

Section 3.  Investors' Conditions of Initial Closing.
            ----------------------------------------

          (a)  Initial Closing Conditions of the Investors.  Each Investors'
               -------------------------------------------
     obligation to acquire the Shares to be acquired by them hereunder on the
     Initial Closing Date is subject to the satisfaction or waiver, on or before
     the Initial Closing Date, of the conditions contained in this Section 3(a).

               (i)  Representations and Warranties. The representations and
                    ------------------------------
          warranties of the Company contained in this Agreement that are
          qualified by reference to materiality or Material Adverse Effect shall
          be true and correct, and any such representations and warranties that
          are not so qualified shall be true and correct in all material
          respects at and as of the Initial Closing Date, in each case as if
          made at and as of such date, except that representations and
          warranties made as of a specific date need be true only as of that
          date.

               (ii)  Performance. The Company shall have performed in all
                     -----------
          material respects all of its obligations under this Agreement required
          to be performed by it on or prior to the Initial Closing Date.

               (iii) Formation Documents and Stockholders Agreement.  Each
                     ----------------------------------------------
          Investor shall have received an Officer's Certificate, dated the
          Initial Closing Date, attaching (i) a true and complete copy of the
          Company's Certificate of Incorporation, together with all amendments
          thereto, as filed with the Secretary of State of the State of Delaware
          in the form attached hereto as Exhibit D, (ii) a true and complete
          copy of the Company's Certificate of Designations, Preferences and
          Rights of Series A Convertible Preferred Stock, as filed with the
          Secretary of State of the State of Delaware and in the form attached
          hereto as Exhibit E, (iii) a true and complete copy of the Company's
          Bylaws in effect on the date thereof in the form attached hereto as
          Exhibit F, (iv) a true and complete copy of the Stockholders Agreement
          in the form attached hereto as Exhibit G, (v) certificates of good
          standing of the appropriate officials of the jurisdiction of formation
          of the Company and of each state or other jurisdiction in which the
          Company is qualified to transact business, and is transacting

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -14-
<PAGE>

          business, except those other jurisdictions where the failure to be so
          qualified would not have a Material Adverse Effect, and (vi)
          resolutions of the Directors of the Company authorizing the execution
          and delivery of this Agreement, the Stockholders Agreement and the
          issuance of the Shares.

               (iv)   Compliance with Securities Laws.  The offering and sale
                      -------------------------------
          of the Shares under this Agreement shall have complied with all
          applicable requirements of federal and state securities laws.

               (v)    No Adverse Action or Decision.  There shall be no action,
                      -----------------------------
          suit, investigation or proceeding, pending or to the Company's
          knowledge threatened, against or affecting the Company or any of its
          properties or rights, or any of its affiliates, associates, officers
          or Directors, before any court, arbitrator or administrative or
          governmental body which (i) seeks to restrain, enjoin, prevent the
          consummation of or otherwise affect the transactions contemplated by
          this Agreement or (ii) questions the validity or legality of any such
          transaction or seeks to recover damages or to obtain other relief in
          connection with any such transaction, and to the Company's knowledge
          there shall be no valid basis for any such action, proceeding or
          investigation.

               (vi)   Approvals and Consents.  The Company shall have duly
                      ----------------------
          received all authorizations, consents, approvals, licenses,
          franchises, permits and certificates, other than Customary Filings, by
          or of all Governmental Entities necessary (including those required
          under the HSR Act, if any) for the issuance of the Shares by the
          Company and the consummation of the transactions contemplated hereby,
          and all of the foregoing shall be in full force and effect at the
          Initial Closing Date.

               (vii)  Board Nominees.  The initial members of the Board
                      --------------
          specified in the Stockholders Agreement shall have been appointed
          Directors of the Company effective upon the Initial Closing.

               (viii) Stock Option Plan.  The Company shall have adopted the
                      -----------------
          Stock Option Plan including the attached form of Stock Option
          Agreement in the form attached hereto as Exhibit H and shall have
          granted options thereunder as set forth on Appendix 3(a)(viii) hereto
          (the "Initial Option Grants").

               (ix)   Cancellation of CHEX Securities.  Each former employee of
                      -------------------------------
          CHEX named on Appendix 3(a)(ix) hereto shall have entered into an
          Option and Warrant Cancellation Agreement, substantially in the form
          attached hereto as Exhibit I (a "Cancellation Agreement"), with CHEX
          whereby all options, warrants and other equity interests in CHEX
          granted by CHEX held by such individual have been cancelled (other
          than 150,000 shares of Common Stock held by Ron Krenzke).

               (x)    Employment Agreements.  The Company shall have entered
                      ---------------------
          into employment agreements (collectively, the "Management Employment
          Agreements")

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -15-
<PAGE>

          with Michael Harvey and Ron Krenzke, in the forms attached hereto as
          Exhibit J and Exhibit K, respectively.

               (xi)   HSR Act Filings.  The Company and the Investors shall
                      ---------------
          have filed all reports and submissions required under the HSR Act
          concerning the transactions contemplated hereby and any waiting
          periods related to such filings shall have expired or received early
          termination.

               (xii)  Company Qualification.  The Company shall be duly
                      ---------------------
          qualified to own and hold offshore federal and state of Louisiana oil
          and gas leases.


               (xiii) Contract Operating Agreement.  The Company and CHEX shall
                      ----------------------------
          have entered into a Contract Operating Agreement substantially in the
          form attached hereto as Exhibit L.

               (xiv)  Stockholders Agreement.  The Company and the Investors
                      ----------------------
          shall have entered into the Stockholders Agreement in substantially
          the form attached hereto as Exhibit G.

          (b)  WPEP's Initial Closing Conditions.  In addition to the
               ---------------------------------
     conditions set forth in Section 3(a) above, WPEP's obligation to acquire
     the Shares to be acquired by it hereunder on the Initial Closing Date is
     further subject to the satisfaction or waiver, on or before the Initial
     Closing Date, of the conditions contained in this Section 3(b).

               (i)    Opinion of CHEX's Counsel.  MDCK shall have delivered a
                      -------------------------
          legal opinion dated the Initial Closing Date substantially in the form
          attached hereto as Exhibit M to WPEP.

               (ii)   Representations and Warranties.  The representations and
                      ------------------------------
          warranties of CHEX and CHEX Sub contained in this Agreement that are
          qualified by reference to materiality shall be true and correct, and
          any such representations and warranties that are not so qualified
          shall be true and correct in all material respects at and as of the
          Initial Closing Date, in each case as if made at and as of such date,
          except that representations and warranties made as of a specific date
          need be true only as of that date.

               (iii)  Performance.  CHEX and CHEX Sub shall have performed in
                      -----------
          all material respects all of its obligations under this Agreement
          required to be performed by it on or prior to the Initial Closing
          Date.

               (iv)   Corporate Documentation.  WPEP shall have received all
                      -----------------------
          such counterpart originals or certified or other copies of such
          documents as they may reasonably request.

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -16-
<PAGE>

               (v)  Consents.  WPEP shall have been furnished with evidence of
                    --------
          all Required Consents, other than Customary Filings, the failure of
          which to obtain could be reasonably expected, in the aggregate, to
          result in a Material Adverse Effect, and each such Required Consent
          shall be unconditional or be subject to conditions which have been
          satisfied on or before the Initial Closing Date.

          (c)  CHEX's Initial Closing Conditions.  In addition to the conditions
               ---------------------------------
     set forth in Section 3(a) above, CHEX's obligation to acquire the Shares to
     be acquired by it hereunder on the Initial Closing Date is further subject
     to the satisfaction or waiver, on or before the Initial Closing Date, of
     the conditions contained in this Section 3(c).

               (i)   Representations and Warranties.  The representations and
                     ------------------------------
          warranties of WPEP contained in this Agreement shall be true and
          correct in all material respects at and as of the Initial Closing
          Date, in each case as if made at and as of such date, except that
          representations and warranties made as of a specific date need be true
          only as of that date.

               (ii)  Performance.  WPEP shall have performed in all material
                     -----------
          respects all of its obligations under this Agreement required to be
          performed by it on or prior to the Initial Closing Date.

               (iii) Corporate Documentation.  CHEX shall have received all
                     -----------------------
          such counterpart originals or certified or other copies of such
          documents as they may reasonably request.

          (d)  Subsequent Closing Conditions.  Each Eligible Investor's
               -----------------------------
     obligation to purchase shares of Preferred Stock on a Call Closing Date
     shall be subject to the satisfaction or waiver, on or before each such Call
     Closing Date, of the conditions contained in this Section 3(d).

               (i)   Except as specified in the applicable Call Notice, the
          representations and warranties of the Company contained in Sections
          6(a), (c), (d) and (e) of this Agreement that are qualified by
          reference to materiality or Material Adverse Effect shall be true and
          correct, and any such representations and warranties that are not so
          qualified shall be true and correct in all material respects at and as
          of the applicable Call Closing Date, in each case as if made at and as
          of such date, except that representations and warranties made as of a
          specific date need be true only as of that date.

               (ii)  The Company shall have performed in all material respects
          all of its obligations under this Agreement required to be performed
          by it on or prior to the applicable Call Closing Date.

               (iii) In the event of a Subsequent Closing pursuant to a Call
          Notice, any conditions specified in such Call Notice shall have been
          satisfied.

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -17-
<PAGE>

               (iv)  As of the applicable Call Closing Date, the Company shall
          not be in material  violation of the its Certificate of Incorporation
          or Bylaws or the Stockholders Agreement.

               (v)   As of the applicable Call Closing Date, there shall have
          been no Material Adverse Change since the date of the applicable Call
          Notice, except as specifically set forth in such Call Notice.

               (vi)  As of the applicable Call Closing Date, the authorizations,
          consents, approvals, licenses, franchises, permits and certificates
          necessary to be obtained or made, and all waiting periods required or
          contemplated to expire, prior to the consummation of the transactions
          to be effected on the applicable Call Closing Date described in this
          Agreement under applicable federal, state or local laws, including the
          HSR Act, or applicable laws of any foreign jurisdiction shall have
          been obtained, made or expired, as the case may be, and all such
          regulatory approvals shall be in full force and effect.

               (vii) The Company shall have delivered to each participating
          Eligible Investor an Officer's Certificate, dated the applicable Call
          Closing Date, to the effect of clauses (i) through (vi) above.

Section 4. The Company's Conditions of Closing.  The Company's obligation to
           -----------------------------------
issue the Shares to any Investor hereunder at any Closing is subject to the
satisfaction or waiver, on or before the applicable Closing Date of the
conditions contained in this Section 4.

          (a)  Representations and Warranties.  The representations and
               ------------------------------
     warranties of such Investor purchasing Shares at such Closing contained in
     Section 7 hereof shall be true in all material respects on and as of the
     applicable Closing Date, and such Investor shall have delivered to the
     Company an Officer's Certificate, dated the applicable Closing Date, to
     such effect.

          (b)  Performance.  Such Investor shall have performed in all material
               -----------
     respects all of its obligations under this Agreement required to be
     performed by it on or prior to the applicable Closing Date.

          (c)  Approvals and Consents.  The Company shall have duly received
               ----------------------
     all authorizations, consents, approvals, licenses, franchises, permits and
     certificates by or of Governmental Entities (including those required under
     the HSR Act, if any) for the issuance of the Shares by the Company and the
     consummation of the transactions contemplated hereby at the applicable
     Closing Date.

Section 5.  Covenants.
            ---------

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -18-
<PAGE>

          (a)  Cooperation, Approvals, Further Action.  The Company and the each
               --------------------------------------
     of the Investors covenants and agrees to cooperate and use all commercially
     reasonable efforts to take, or cause to be taken, all action and to do, or
     cause to be done, all things necessary, proper or advisable to consummate
     and make effective the transactions contemplated by this Agreement,
     including cooperating fully with the other parties to obtain all Approvals
     that may be necessary or which may be reasonably requested by the Company
     or the Investors to consummate the transactions contemplated by this
     Agreement and the Related Agreements. In case at any time after the date
     hereof any further action is reasonably necessary or desirable to carry out
     the purposes of this Agreement, the parties shall take all such necessary
     action. Without limiting the foregoing, the parties hereto acknowledge that
     CHEX is responsible for obtaining any Required Consents prior to the
     Initial Closing and CHEX will agree to assist and cooperate with the
     Company in obtaining any approvals of any Governmental Entities with
     respect to the assignment of the oil and gas leases included in the
     Contributed Assets.

          (b)  Closing Conditions; Adverse Effect.  CHEX covenants and agrees,
               ----------------------------------
     from the date hereof until the earlier of the Initial Closing Date or the
     termination of this Agreement, not to take any action that will, or is
     reasonably likely to, (i) cause any breach of the representations and
     warranties of CHEX or CHEX Sub contained herein such that any condition to
     the Initial Closing contained herein would not be satisfied or (ii)
     adversely affect the Contributed Assets, in each case, without the prior
     written consent of WPEP; provided, however, that such consent shall be
     deemed given unless WPEP notifies CHEX to the contrary within 3 Business
     Days of receipt of a written request therefor.

          (c)  HSR Act Compliance.  Each of the parties hereto shall (i) file or
               ------------------
     cause to be filed, as promptly as possible after the execution of this
     Agreement, with the Federal Trade Commission and the United States
     Department of Justice, all reports and other documents required to be filed
     by such party under the HSR Act concerning the transactions contemplated
     hereby and (ii) promptly comply or cause to be complied with the requests
     by the Federal Trade Commission and the United States Department of Justice
     for additional information concerning the transactions contemplated hereby,
     in each case so that the waiting period applicable to this Agreement and
     the transactions contemplated hereby under the HSR Act shall expire as soon
     as practicable after the execution and delivery of this Agreement.  Each
     party hereto agrees to request, and to cooperate with any other party
     requesting, early termination of any applicable waiting period under the
     HSR Act.  If after Initial Closing or and until the date at which the
     shares of Preferred Stock purchased hereunder are fully converted in
     accordance with their terms, further filings are required under the HSR Act
     so that any Investor may acquire the shares of Common Stock underlying such
     Preferred Stock or otherwise acquire securities pursuant to this Agreement
     or the Related Agreements, the Company will upon written request of such
     Investor, and the Investors will upon the  written request of the Company,
     (i) file or cause to be filed, as promptly as practicable after the receipt
     of such notice and in no event later than 15 Business Days after the
     receipt of such notice, with the Federal Trade Commission and the United
     States Department of Justice, all reports and other documents required to
     be filed by such party under the HSR Act concerning the transactions
     contemplated in such notice, (ii)

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -19-
<PAGE>

     promptly comply with or cause to be complied with any requests by the
     Federal Trade Commission or the United States Department of Justice for
     additional information so that the waiting period applicable thereto under
     the HSR Act shall expire as soon as practicable, and (iii) cooperate with
     the other parties hereto in requesting early termination of any applicable
     waiting period under the HSR Act. The Company will reimburse any Investor
     for any filing fees in connection with such filings by such Investor.

          (d)  Ongoing Negotiations.  The Company and the Investors acknowledge
               --------------------
     that CHEX is currently in the process of negotiating with third
     parties for the acquisition of the prospects/leases in, and for farmout
     and/or farmin or other contract rights set forth in Appendix 5(d) hereto
     (the "Prospective Prospects/Contract Rights").  If, prior to the date of
     the Initial Closing, CHEX enters into any agreement regarding the
     Prospective Prospects/Contract Rights or acquires any interest in any such
     Prospective Prospects/Contract Rights or any interest in any oil or gas
     lease or prospect currently being evaluated by CHEX, then CHEX will provide
     to the Company and the other Investors written notice of such agreement or
     acquisition and, if consented to by WPEP, (i) such agreement and/or
     property acquired shall become part of the Contributed Assets hereunder to
     be contributed to the Company hereunder (and the term "Contributed Assets"
     shall be deemed to include such agreement and/or property), (ii) the
     Company will assume the contractual liabilities associated with such
     Prospective Prospects/Contract Rights (and the term "Assumed Liabilities"
     shall be deemed to include such liabilities) and (iii) the Company will
     reimburse CHEX  at the Initial Closing for any out-of-pocket fees or
     expenses (including any consideration paid) incurred in connection with
     obtaining or acquiring such Prospective Prospects/Contract Rights;
     provided, however, that with respect to the Prospective Prospects/Contract
     Rights relating to West Cameron Block 43 and High Island Block 52, WPEP,
     upon the approval of Michael Harvey, will not unreasonably withhold the
     consent referenced above.  In the event that no agreement and/or
     acquisition (or contract for acquisition) with respect to any Prospective
     Prospects/Contract Rights is completed by CHEX prior to the Closing, then
     CHEX agrees that (i) the term "Contributed Assets" shall include all of its
     rights to continue negotiations with respect to any such Prospective
     Prospects/Contract Rights (and Appendix 2(a)(i) shall be revised
     accordingly), (ii) the Company will have the right to enter into any
     agreement resulting from such negotiations and (iii) for a period of two
     years following the Initial Closing Date, neither CHEX nor any Affiliate of
     CHEX (other than the Company and any of its subsidiaries) will engage in
     any further negotiations regarding such Prospective Prospects/Contractual
     Rights, acquire any interest in, or enter into any agreement with respect
     to, such Prospective Prospects/Contract Rights.  If, notwithstanding the
     foregoing, in any transaction (a "Subject Transaction"), CHEX acquires an
     interest in any Prospective Prospects/Contract Rights during such period
     (an "Acquired Interest"), then within fourteen (14) days after such
     acquisition, CHEX shall notify the Company in writing of such acquisition,
     such notice to include (i) a description of such Acquired Interest, (ii)
     the amount and type of consideration paid by CHEX for such Acquired
     Interest, including a statement of the cash value of any consideration paid
     by CHEX for such Acquired Interest other than cash, and (iii) a description
     of any consideration paid by CHEX in the Subject Transaction and any
     transactions directly related thereto that was not allocated to such
     Acquired Interest.  The cash value of any such consideration shall

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -20-
<PAGE>

     be the "Acquisition Cost," unless within 15 days after receipt of CHEX's
     notice, the Company notifies CHEX in writing that the Company in good faith
     disagrees with either the value attributed to any non-cash consideration or
     the allocation of any consideration between the Acquired Interest and any
     other properties/interests involved in the Subject Transaction or any
     transaction directly relating thereto. In such notice, the Company shall
     designate an independent, nationally recognized petroleum engineering firm
     to conduct an appraisal as to the fair valuation or allocation of such
     consideration. The appraisal of the appraiser shall be binding on the
     parties and shall be deemed the "Acquisition Cost". The Company and CHEX
     shall split equally the cost of any such appraiser. The Company shall have
     sixty (60) days after receipt of such notice (or after the receipt of an
     appraisal referred to in the preceding sentence, if later), in which it may
     elect to acquire such Acquired Interest from CHEX by tendering the
     Acquisition Cost, and CHEX shall deliver executed and acknowledged
     assignments of such Acquired Interest to the Company contemporaneously with
     CHEX's receipt of such payment. If the Company does not tender the
     Acquisition Cost for such Acquired Interest within such period, it shall be
     deemed to have elected not to acquire such Acquired Interest, and CHEX
     shall retain such Acquired Interest for its own account and shall have no
     further obligation to the Company with respect thereto.

          (e)  Access; Confidentiality.
               -----------------------

               (i)  At all times from and after the date hereof until the
          Initial Closing, CHEX shall afford WPEP and its counsel and other
          authorized representatives reasonable access to the properties,
          employees and officers of CHEX and subsidiaries thereof and to all
          books, accounts, tax returns, financial and other records, including
          audit work papers, correspondence and contracts of every kind of CHEX
          and any subsidiaries thereof, in each case, as related to the
          Contributed Assets and WPEP may reasonably request to conduct due
          diligence regarding the Contributed Assets.

               (ii) WPEP shall, and shall cause its representatives to, hold
          confidential all information relating to CHEX or any subsidiary
          thereof it has received from CHEX or any of its representatives and
          any information it receives after the date hereof from CHEX or its
          representatives as a result of clause (i) above or WPEP's ownership of
          Shares; provided, however, that the foregoing shall not apply to (A)
          information that is or becomes generally available to the public other
          than as a result of a disclosure by WPEP or any of its Affiliates or
          representatives in violation of this Section 5(e)(ii), (B) information
          that is or becomes available to WPEP or any of its representatives on
          a nonconfidential basis from a source other than CHEX or its
          Affiliates (other than the Company and any of its subsidiaries) or
          representatives, provided that such source is not known by WPEP to be
          bound by a confidentiality agreement with, or other obligation of
          secrecy to, CHEX or any other party, or (C) information that is
          required to be disclosed by WPEP or any of its representatives as a
          result of any applicable Law; provided, further, however, that in the
          event information is required to be disclosed pursuant to clause (C)
          above, the Person proposing such disclosure shall provide CHEX to the
          extent practicable an

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -21-
<PAGE>

          opportunity, reasonably in advance of such disclosure, to review and
          comment on the form and content of the proposed disclosure. The
          provisions of this Section 5(e)(ii) shall terminate on the first
          anniversary of the date that all shares of Preferred Stock purchased
          hereunder have been converted in accordance with their terms.

          (f)  Additional Affirmative Covenants of the Company.  All covenants
               -----------------------------------------------
     contained in this Section 5(f) shall be given independent effect.  The
     provisions of this Section 5(f) are for the benefit of Investors for so
     long as they hold any Shares.

               (i)   Shares to be Reserved.  The Company covenants that (i) all
                     ---------------------
          shares of Common Stock that may be issued upon the conversion of the
          shares of Preferred Stock will, upon issuance and upon full payment
          therefor, be validly issued, fully paid and nonassessable (except to
          the extent specified in the Delaware General Corporation Law) and free
          from all taxes, liens and charges (other than under the Stockholders
          Agreement) with respect to the issuance thereof, (ii) during the
          period within which the shares of Preferred Stock may be converted
          into shares of Common Stock, the Company will at all times have
          authorized and reserved a sufficient number of shares of Common Stock
          to permit the conversion of the shares of Preferred Stock and (iii) so
          long as any Investor has a subscription option under this Agreement,
          the Company shall reserve and set aside a sufficient number of shares
          of Preferred Stock issuable upon the making of any Additional Capital
          Contribution.

               (ii)  Payment of Expenses.  In the event the Initial Closing is
                     -------------------
          consummated, the Company will (i) pay, or reimburse WPEP for the
          payment of, all reasonable out-of-pocket expenses arising in
          connection with the transactions and other agreements and instruments
          contemplated by this Agreement with respect to the Initial Closing,
          including the reasonable fees and expenses of WPEP's counsel, agents,
          advisors and consultants, (ii) pay, or reimburse CHEX for the payment
          of, up to $600,000 of fees and up to $20,000 of expenses of Petrie
          Parkman pursuant to the agreement between CHEX and Petrie Parkman
          previously delivered to the Company and WPEP and (iii) pay, or
          reimburse CHEX for the payment of, up to $75,000 of legal fees and
          expenses of MDCK arising in connection with the transactions and other
          agreements and instruments contemplated by this Agreement with respect
          to the Initial Closing.  The Company will also pay any HSR Act filing
          fees payable in connection with this Agreement.

               (iii) Office Space.  For a period of six months following the
                     ------------
          Initial Closing, the Company shall permit CHEX to continue to use, at
          no cost, the office space currently occupied by CHEX to the extent and
          in the manner presently used by the employees of CHEX that are
          remaining with CHEX following the Initial Closing Date.

               (iv)  Override Programs. The parties hereto acknowledge that
                     -----------------
          the Company shall assign to the Key Geologists/Geophysicists (in the
          aggregate) who remain in the employ of the Company on November 1, 2001
          a proportionally reduced

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -22-
<PAGE>

          overriding royalty interest equal to 1% in each oil and gas lease
          within the Target Blocks (A) acquired by the Company as a Contributed
          Asset hereunder or (B) acquired by the Company through a farmin,
          option or acquisition transaction entered into by the Company, to the
          extent and only to the extent, such farmin, option or acquisition
          transaction is entered into by the Company pursuant to a written
          agreement prior to November 1, 2000. Such assignment shall be
          effective as of the date of acquisition of the burdened lease by the
          Company and each such overriding royalty interest shall be calculated
          and paid on the same basis as the applicable lessor's royalty. The Key
          Geologists/Geophysicists shall share any such overriding royalty
          interest in equal proportions. No other overriding royalty interests
          shall be granted by the Company to any of its directors, officers or
          employees without the approval of the Company's board of directors.

               (v)  Company Qualification.  The Company will take all actions
                    ---------------------
          necessary to become duly qualified to own, hold and operate offshore
          and onshore federal and state oil and gas leases acquired at the
          Initial Closing or thereafter and shall comply with all bonding
          requirements to own, hold and operate such leases.

               (vi) Payment to Fairfield.  At the Initial Closing, the
                    --------------------
          Company will pay to Fairfield the amount of $1,940,210.87, plus
          interest at the rate of 12% per annum on $1,903,156.00 from August 24,
          2000 to and including the Initial Closing Date.

          (g)  Additional Affirmative Covenants of CHEX.  All covenants
               ----------------------------------------
     contained herein shall be given independent effect.  The provisions of this
     Section 5(g) are for the benefit of the Company, WPEP and the Management
     Investors.

               (i)  Financial Service. CHEX covenants that, for a period of six
                    -----------------
          months after the consummation of the Initial Closing, it shall provide
          to the Company, at no cost, financial services as the Company may
          reasonably require, including accounting and cash management services.
          Nothing herein shall obligate CHEX to provide records, financial
          information or other information which is not kept or reported by CHEX
          in the ordinary course of business except as may be required to comply
          with the rules of the Commission in connection with any registered
          public offering of capital stock of the Company. Further, nothing
          herein shall require CHEX to install equipment, hire personnel, or
          expand any systems or services beyond the level provided by CHEX as of
          the date hereof.

               (ii)  Transfer Fees.  CHEX covenants that is fully responsible
                     -------------
          for any and all transfer fees required by this Agreement or arising as
          a result of the transactions contemplated by this Agreement,
          including, without limitation, any transfer fees payable to Fairfield
          in connection with the assignment or transfer of the Fairfield
          Agreement to the Company.

               (iii) Taxes.  CHEX acknowledges that the consideration received
                     -----
          for the Contributed Assets includes amounts for any and all Texas,
          Louisiana or other sales

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -23-
<PAGE>

          and use taxes related to the Contributed Assets and CHEX hereby
          covenants that it will pay all such amounts to the appropriate
          government agency.

               (iv)  Shark Prospect. Prior to the Initial Closing, CHEX shall
                     --------------
          cause the owners of the platform located on West Cameron Block 49 to
          enter into a Production Handling Agreement with CHEX in a form
          assignable to the Company, substantially in the form of Exhibit B to
          the Second Amendment to Joint Operating Agreement, dated effective
          December 1, 1999, between IP Petroleum Company, Inc., as Operator, and
          Cheniere Energy, Inc., et al, as Non-Operators (the "JOA"), with
          respect to production from the Shark Prospect (as such prospect is
          described in Appendix 2(a)(i) hereto) and such Production Handling
          Agreement shall be included in the definition of Contributed Assets.
          CHEX further covenants that, in the event the Company determines that
          additional production handling capacity is required for the Company's
          interest in the Shark Prospect, upon request of the Company, CHEX will
          propose and approve an "Expansion of Capacity," as defined in the JOA,
          and the Company shall bear all costs, risk and expense of such
          Expansion of Capacity, insofar as such costs are attributable to the
          Shark Prospect, and indemnify and hold CHEX harmless from any loss or
          liability in connection therewith

          (h)  Oil and Gas Lease OCS-G 21549.  The parties agree that CHEX
               -----------------------------
     may, prior to the Initial Closing, assign to third parties up to an
     undivided 25% working interest (with a corresponding decrease in CHEX's net
     revenue interest) in Oil and Gas Lease OCS-G 21549, covering West Cameron
     Block 307; provided that any interest retained therein and any proceeds of
     such assignment shall be deemed Contributed Assets.

Section 6.  Representations and Warranties of the Company.  The Company
            ---------------------------------------------
represents and warrants to each  Investor as of the Initial Closing Date that:

          (a)  Organization; Qualification and Authority.  The Company is a
               -----------------------------------------
     corporation duly formed and validly existing in good standing under the
     laws of the State of Delaware.  The Company has been recently incorporated
     and has not engaged in any activities other than those related to this
     Agreement.  Prior to the contributions to be made at the Initial Closing,
     the Company has no subsidiaries.  The Company is duly qualified to transact
     business as a foreign corporation and is in good standing in each
     jurisdiction in which the character of its properties or the nature of its
     business makes such qualification necessary and in which the failure to so
     qualify would have a Material Adverse Effect.  Subject to Customary
     Filings, the Company has the power to own its properties and to carry on
     its business as it is now being conducted.  The Company has all requisite
     power and authority to enter into this Agreement and to issue and sell the
     shares of Preferred Stock and Common Stock, and to issue Common Stock upon
     conversion of the Preferred Stock and has the requisite power and authority
     to carry out the transactions contemplated hereby to be performed by it,
     and the execution, delivery and performance hereof have been duly
     authorized by all necessary action.  This Agreement and each other
     agreement or instrument executed and delivered by the Company pursuant
     hereto or in connection herewith constitutes the legal, valid and binding
     obligations of the Company and, except as may be

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -24-
<PAGE>

     affected by bankruptcy, insolvency, moratorium, reorganization and other
     laws and judicial decisions affecting the rights of creditors generally and
     general principles of equity, are enforceable against the Company in
     accordance with their respective terms.

          (b)  Authorized Shares and Related Matters.  As of the date of this
               -------------------------------------
     Agreement (i) the aggregate authorized Shares of the Company consists of
     4,500,000 Shares, of which 4,000,000 are shares of Common Stock and 500,000
     are shares of Preferred Stock; (ii) prior to the issuances contemplated
     hereby, no shares of Preferred Stock are issued and outstanding and 10
     shares of Common Stock are issued and outstanding; (iii) except for the
     Initial Option Grants, the Company does not have outstanding any Shares or
     other securities convertible into or exchangeable for any Shares, any
     rights to subscribe for or to purchase or any options for the purchase of,
     or any agreements providing for the issuance (contingent or otherwise) of,
     or any calls, commitments or claims of any other character relating to the
     issuance of, any Shares, or any securities convertible into or exchangeable
     for any Shares (except as expressly provided in this Agreement, the
     Stockholders Agreement or the Stock Option Plan); and (v) the Company is
     not subject to any obligation (contingent or otherwise) to repurchase or
     otherwise acquire or retire any Shares.

          (c)  Defaults; Outstanding Debt.  The Company is not in violation of
               --------------------------
     and is not in default under (i) its Certificate of Incorporation or Bylaws
     or the Stockholders Agreement, (ii) any Indebtedness, (iii) any indenture,
     mortgage, lease, or any other contract, agreement or instrument to which
     the Company or any subsidiary thereof is a party or by which it or any of
     its properties are bound or affected, or (iv) with respect to any order,
     writ, injunction or decree of any court or any federal, state, municipal or
     other domestic department, commission, board, bureau, agency or
     instrumentality, which default, in the case of (iii) above, would have a
     Material Adverse Effect, and there exists no condition, event or act which
     constitutes, or which after notice, lapse of time, or both, would
     constitute, such a default under any of the foregoing.

          (d)  No Violation.  The execution and delivery of this Agreement by
               ------------
     the Company and the Investors do not, and the consummation by the Company
     and the Investors of the agreements and transactions contemplated by this
     Agreement (including the Contribution) will not, (i) conflict with, or
     result in any violation of or default or loss of any benefit under, any
     provision of the Certificate of Incorporation and Bylaws of the Company;
     (ii) violate any permit, concession, grant, franchise, law, rule or
     regulation, or any judgment, decree or order to which the Company or any
     subsidiary thereof is a party or to which the Company or any subsidiary
     thereof or any of their respective property is subject; or (iii) conflict
     with, or result in a breach or violation of, or accelerate the performance
     required by, the terms of any agreement, contract, indenture or other
     instrument to which the Company or any subsidiary thereof is a party or to
     which any of their respective property is subject, or constitute a default
     or loss of any right thereunder or an event which, with the lapse of time
     or notice or both, is likely to result in a default or loss of any right
     thereunder or the creation of any Lien upon any of the assets or properties
     of the Company or any subsidiary thereof, excepting in the case of clause
     (iii) above, such conflicts, breaches, violations, accelerations, defaults,
     losses or Liens as would not individually or in the aggregate have a
     Material Adverse Effect.

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -25-
<PAGE>

          (e)  Offering of Shares.  Based in part on the representations and
               ------------------
     warranties of the Investors in Section 7, the offer, sale and issuance of
     the Shares pursuant to this Agreement and the issuance of Common Stock upon
     conversion of  the Preferred  Stock do not require registration of such
     securities under the Securities Act or registration or qualification under
     any applicable state "blue sky" or securities laws.  The Company, directly
     or indirectly, has not taken any action which would subject the issuance or
     sale of any of the Shares to the provisions of Section 5 of the Securities
     Act or violate the provisions of any securities, "blue sky" law or similar
     law of any applicable jurisdiction.

Section 7.  Representations, and Warranties of the Investors.  Each Investor
            ------------------------------------------------
severally but not jointly,  represents and warrants solely with respect to
itself to the Company and to the other Investors as of the Initial Closing Date
that:

          (a)  Investment Matters.
               ------------------

               (i)   it is acquiring the Preferred Stock and Common Stock solely
          for its beneficial account, for investment purposes, and not with a
          view to, or for resale in connection with, any distribution of the
          Preferred Stock and Common Stock in violation of applicable securities
          laws;

               (ii)  it understands that the Preferred  Stock and Common Stock
          have not been registered under the Securities Act or any state
          securities laws by reason of specific exemptions under the provisions
          thereof, the availability of which depend in part upon the bona fide
          nature of its investment intent and upon the accuracy of its
          representations made in this Section 7;

               (iii) it understands that the Company is relying in part upon
          the representations and agreements contained in this Section 7 for the
          purpose of determining whether this transaction meets the requirements
          for such exemptions;

               (iv)  it is an "accredited investor" as defined in Rule 501(a)
          under the Securities Act;

               (v)   it has such knowledge, skill and experience in business,
          financial and investment matters that it is capable of evaluating the
          merits and risks of an investment in the Preferred  Stock and Common
          Stock;

               (vi)  it understands that the Preferred Stock and Common Stock
          are "restricted securities" under applicable federal securities laws
          and that the Securities Act and the rules of the Commission provide in
          substance that it may dispose of the Preferred Stock and Common Stock
          only pursuant to an effective registration statement under the
          Securities Act or an exemption therefrom, and it understands that the
          Company has no obligation or intention to register any of the
          Preferred Stock, the Common Stock or securities issuable upon
          conversion or exercise thereof,

                                      -26-
<PAGE>

          thereunder (except pursuant to the registration rights granted in the
          Stockholders Agreement);

               (vii)  it has been furnished by the Company all information (or
          provided access to all information) regarding the business and
          financial condition of the Company, its expected plans for future
          business activities, the attributes of the Preferred Stock and the
          Common Stock and the merits and risks of an investment in the Shares
          which it has requested or otherwise needs to evaluate the investment
          in the Shares.  In making the proposed investment decision, the
          undersigned is relying solely on such information and on
          investigations made by it and its representatives.  The offer to sell
          the Shares hereunder was communicated to the undersigned in such a
          manner that it was able to ask questions of and receive answers from
          the management of the Company concerning the terms and conditions of
          the proposed transaction and that at no time was it presented with or
          solicited by or through any leaflet, public promotional meeting,
          television advertisement or any other form of general or public
          advertising or solicitation;

          (b)  Authority.
               ---------

               (i)   it has full power and authority to enter into and perform
          its obligations under this Agreement;

               (ii)  this Agreement has been duly authorized, executed and
          delivered by a Person authorized to do so, constitutes the legal,
          valid and binding obligation of such Investor and, except as may be
          affected by bankruptcy, insolvency, moratorium, reorganization and
          other laws and judicial decisions affecting the rights of creditors
          generally and general principles of equity, is enforceable against
          such Investors in accordance with its terms; and

          (c)  No Conflicts.  The execution, delivery and performance by such
               ------------
     Investor of this Agreement and the consummation by such Investor of the
     transactions contemplated hereby will not, without the giving  of notice or
     the lapse of time, or both, (A) violate any provision of law, statute,
     rule, or regulation to which such Investor is subject, (B) violate any
     order, judgment, or decree applicable to such Investor, or (C) conflict
     with, or result in a breach or default under, any term or condition of its
     certificate of incorporation or bylaws, or partnership agreement or other
     organizational document, as applicable, or any agreement or other
     instrument to which such Investor is a party or by which such Investor is
     bound.

Section 8.  Representations and Warranties of CHEX.  In addition to the
            --------------------------------------
representations and warranties contained in Section 7 hereof, CHEX and, only to
the extent of representations and warranties related to itself, CHEX Sub
represent and warrant to the other Investors and the Company as of the Initial
Closing Date that:

          (a)  Organization; Qualification and Authority.  Each of CHEX and
               -----------------------------------------
     CHEX Sub is a corporation duly formed and validly existing in good standing
     under the laws of the State

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -27-
<PAGE>

     of Delaware. Each of CHEX and CHEX Sub is duly qualified to transact
     business as a foreign corporation and is in good standing in each
     jurisdiction in which the character of its properties or the nature of its
     business makes such qualification necessary and in which the failure to so
     qualify would have a Material Adverse Effect. Each of CHEX and CHEX Sub has
     the power to own its properties and to carry on its business as it is now
     being conducted. Each of CHEX and CHEX Sub has all requisite power and
     authority to enter into this Agreement and has the requisite power and
     authority to carry out the transactions contemplated hereby to be performed
     by it, and the execution, delivery and performance hereof have been duly
     authorized by all necessary action. No approval of any CHEX stockholders is
     required for consummation of the transactions contemplated by this
     Agreement or the Related Agreements. This Agreement and each other
     agreement or instrument executed and delivered by CHEX and CHEX Sub
     pursuant hereto or in connection herewith constitutes the legal, valid and
     binding obligations of CHEX and CHEX Sub, respectively, and, except as may
     be affected by bankruptcy, insolvency, moratorium, reorganization and other
     laws and judicial decisions affecting the rights of creditors generally and
     general principles of equity, are enforceable against CHEX and CHEX Sub in
     accordance with their respective terms.

          (b)  Defaults; Outstanding Debt.  Neither CHEX nor CHEX Sub has
               --------------------------
     violated or is in default under (i) its Certificate of Incorporation or
     Bylaws, (ii) any Indebtedness, (iii) any indenture, mortgage, lease, or any
     other contract, agreement or instrument to which CHEX or CHEX Sub is a
     party or by which it or any of its properties are bound or affected (other
     than payment defaults under the Fairfield Agreement), or (iv) with respect
     to any order, writ, injunction or decree of any court or any federal,
     state, municipal or other domestic department, commission, board, bureau,
     agency or instrumentality, which default, in the case of (ii), (iii) and
     (iv) above, would have a Material Adverse Effect, and to CHEX's or CHEX
     Sub's knowledge there exists no condition, event or act which constitutes,
     or which after notice, lapse of time, or both, would constitute, such a
     default under any of the foregoing.

          (c)  No Violation.  The execution and delivery of this Agreement and
               ------------
     the Related Agreements by CHEX and CHEX Sub does not, and the consummation
     of the agreements and transactions contemplated by this Agreement and the
     Related Agreements (including the Contribution) will not, (i) conflict
     with, or result in any violation of or default or loss of any benefit
     under, any provision of the Certificate of Incorporation and Bylaws of
     CHEX, CHEX Sub or any subsidiary thereof; (ii) to CHEX's knowledge, violate
     any permit, concession, grant, franchise, law, rule or regulation, or any
     judgment, decree or order to which the CHEX, CHEX Sub or any subsidiary
     thereof is a party or to which the Company or any subsidiary thereof or any
     of their respective property is subject; or (iii) subject to receipt of the
     Required Consents, conflict with, or result in a breach or violation of, or
     accelerate the performance required by, the terms of any agreement,
     contract, indenture or other instrument (including oil and gas leases) to
     which CHEX, CHEX Sub or any subsidiary thereof is a party or to which any
     of the Contributed Assets are subject, or constitute a default thereunder
     or an event which, with the lapse of time or notice or both, is likely to
     result in a default thereunder or the creation of any Lien upon any of the
     assets or properties of CHEX, CHEX

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -28-
<PAGE>

     Sub or any subsidiary thereof, excepting in the case of clauses (ii) and
     (iii) above, such conflicts, breaches, violations, accelerations, defaults,
     losses or Liens as would not individually or in the aggregate have a
     Material Adverse Effect.

          (d)  Consents.  Neither the nature of CHEX or CHEX Sub nor any of
               --------
     their respective businesses or properties, nor any relationship between
     CHEX or CHEX Sub and any other Person is such as to require on behalf of
     CHEX or CHEX Sub any consent, approval or authorization, other than
     Customary Filings, of any court or administrative or governmental body in
     connection with the valid execution, delivery and performance of this
     Agreement or fulfillment of or compliance with the terms and provisions
     hereof, other than Customary Filings and other filings which have been made
     or consents obtained or are not required to be made until after the Initial
     Closing Date.

          (e)  Investment Company Status.  CHEX is not and, upon the
               -------------------------
     consummation of the transactions contemplated by this Agreement and the
     Related Agreements, will not be, an "investment company" or a company
     "controlled" by an "investment company" within the meaning of the
     Investment Company Act.

          (f)  Taxes.  All ad valorem, property, production, severance and
               -----
     similar taxes and assessments based on or measured by the ownership of
     property or the production or removal of hydrocarbons or the receipt of
     proceeds therefrom and relating to the Contributed Assets, to the extent
     such taxes and assessments have become due and payable, have been timely
     paid and all applicable tax returns required to be filed have been filed
     and there are no material claims by any applicable taxing authority pending
     against CHEX or any subsidiary applicable to the Contributed Assets.

          (g)  Compliance with Law.  To the extent related to the Contributed
               -------------------
     Assets and except for matters which would not reasonably be expected to
     have a Material Adverse Effect, CHEX and any subsidiary thereof (i) has
     complied with, and is in compliance with, all applicable Laws (including
     without limitation Laws relating to environmental matters, securities,
     properties, production, sales, gathering and transportation of
     hydrocarbons, occupational safety and health and product safety); (ii) has
     not received any written notice, which has not been dismissed or otherwise
     disposed of, that it has not so complied; (iii) has not been charged or, to
     the knowledge of CHEX, formally threatened with or, to the knowledge of
     CHEX, under investigation with respect to any violation of any applicable
     Law; and (iv) is not a party to or subject to the provisions of any
     judgment, order, writ, injunction, decree or award of any court,
     arbitrator, board, panel or Governmental Entity.

          (h)  Proceedings.  There are no Proceedings pending or, to the
               -----------
     knowledge of  CHEX, threatened against CHEX or any of its subsidiaries
     relating to the Contributed Assets or against any of the Contributed Assets
     or affecting the Contributed Assets or the Company or any of the Company's
     properties, at law or in equity, or before or by any Governmental Entity or
     before any arbitration board or panel, wherever located.

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -29-
<PAGE>

          (i)  Environmental Matters. Except for matters that would not have
               ---------------------
     a Material Adverse Effect: (i) the properties, operations and activities of
     the Company and of CHEX with respect to the Contributed Assets are in
     compliance with all applicable Environmental Laws; (ii) the Company and its
     properties and operations and the Contributed Assets and the operations
     thereon are not subject to any existing, pending or, to the knowledge of
     CHEX, threatened Proceedings under any Environmental Law; (iii) to CHEX's
     knowledge, all Permits, if any, required to be obtained or filed by CHEX
     with respect to the Contributed Assets or by the Company in connection with
     the business of the Company under any Environmental Law have been obtained
     or filed and are valid and currently in full force and effect; (iv) there
     has been no release of any Hazardous Material, pollutant or contaminant
     into the environment by CHEX on or with respect to the Contributed Assets;
     (v) to CHEX's knowledge, there has been no exposure of any Person or
     property to any Hazardous Material, pollutant or contaminant in connection
     with the properties, operations and activities related to the Contributed
     Assets; and (vi) CHEX has made available to WPEP all internal and external
     environmental audits and studies and all correspondence on substantial
     environmental matters (in each case relevant to the Company or the
     Contributed Assets) in the possession of CHEX.

          (j)  Title.  CHEX has, and on the Initial Closing Date the Company
               -----
     will have, Defensible Title to the Contributed Assets subject to
     conveyances pursuant to Section 5(h) hereof.

          (k)  Contracts. To CHEX's knowledge, the leases (including oil and
               ---------
     gas leases), contracts, agreements, licenses and permits included in the
     Contributed Assets (the "Contracts") are in full force and effect. CHEX is
     not in breach or default (and, to the knowledge of CHEX, no situation
     exists which with the passing of time or giving of notice would create a
     breach or default) of its obligations under the Contracts (other than
     payment defaults under the Fairfield Agreement) and neither the
     Contribution nor the execution or delivery of this Agreement and the
     Related Agreements or the consummation of the transactions contemplated by
     this Agreement or the Related Agreements will result in a breach or default
     of its obligations under the Contracts.  To the knowledge of CHEX, no
     breach or default by any third party (or situation which with the passage
     of time or giving of notice would create a breach or default) exists. CHEX
     has not received any notice of any claimed defaults, offsets or
     cancellations from any lessors with respect to the Contributed Assets.
     CHEX has provided WPEP with copies of all Contracts and any amendments
     thereto.

          (l)  Permits. Except as would not have a Material Adverse Effect,
               -------
     and subject to Customary Filings, CHEX or one of its subsidiaries, as
     applicable, has all Permits necessary or appropriate to own and operate the
     Contributed Assets that it operates as presently being owned and operated,
     and such Permits are in full force and effect, and, except as would not
     have a Material Adverse Effect, to CHEX's knowledge, there have not been
     any violations with respect to any such Permits.  The execution and
     delivery of this Agreement and the consummation of the transactions
     contemplated hereby will not result in any revocation

                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -30-
<PAGE>

     cancellation, suspension or modification of any such Permit except as would
     not have a Material Adverse Effect.

          (m)  Consents, Preferential Rights, etc.  Except as would not have a
               ----------------------------------
     Material Adverse Effect, and other than the Required Consents set forth on
     Appendix 3(a)(v) hereto, neither the Contribution nor the execution or
     delivery of this Agreement and the Related Agreements, or the consummation
     of the agreements and transactions contemplated by this Agreement and the
     Related Agreements requires any consent, approval or waiver from any Person
     for the assignment to the Company of the Contributed Assets including,
     without limitation, with respect to any Contract, oil and gas lease, area
     of mutual interest or seismic data that have not already been obtained (and
     such consents or waivers that have been obtained do not contain any
     requirements on the part of the Company or any Investor and are not
     conditional upon any future event occurring except conditions satisfied on
     or prior to Closing) and all preferential rights to purchase, rights of
     first refusal and any similar rights affecting the Contributed Assets have
     been waived.

          (n)  No Other Activities. Except as contemplated by this Agreement,
               -------------------
     the Company has not engaged in any material business activity.

Section 9.  Termination.
            -----------

          (a)  Termination. This Agreement may be terminated prior to the
               -----------
     Initial Closing:

               (i)   by the unanimous consent of CHEX and WPEP;

               (ii)  by CHEX in the event of a breach by WPEP of any
          representation, warranty, covenant or agreement contained in this
          Agreement which would give rise to the failure of a condition set
          forth in Section 3(a) or 3(c) which cannot be cured or, if curable,
          has not been cured within 15 days following receipt by the breaching
          party of written notice of such breach;

               (iii) by WPEP in the event of a breach by CHEX or the Company
          of any representation, warranty, covenant or agreement contained in
          this Agreement which would give rise to the failure of a condition set
          forth in Section 3(a) or 3(b) which cannot be cured or, if curable,
          has not been cured within 15 days following receipt by the breaching
          party of written notice of such breach;

               (iv)  by CHEX or WPEP if a court of competent jurisdiction or
          other Governmental Entity shall have issued an order, decree or ruling
          or taken any other action (which order, decree or ruling the Company
          and the Investors shall use all commercially reasonable efforts to
          lift), in each case permanently restraining, enjoining, or otherwise
          prohibiting the transactions contemplated by this Agreement, and such
          order, decree, ruling or other action shall have become final and
          nonappealable; provided, however, that the right to terminate this
          Agreement under


                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -31-
<PAGE>

          this clause (iv) shall not be available to any party whose breach of
          this Agreement has been the cause of, or resulted in, such order,
          decree, ruling or other action;

               (v)   by CHEX or WPEP if the Initial Closing shall not have
          occurred within 45 days of the date hereof, provided, however, that
          the right to terminate this Agreement under this clause (v) shall not
          be available to any party whose breach of this Agreement has been the
          cause of, or resulted in, the failure of the Initial Closing Date to
          occur within such period.

          (b)  Effect of Termination. In the event of the termination of this
               ---------------------
     Agreement, written notice thereof shall be given to all other parties
     hereto by the terminating party specifying the provision pursuant to which
     the termination is made, and this Agreement shall forthwith become null and
     void, except for liability of a party arising out of willful breach of, or
     misrepresentation under, this Agreement prior to such termination.

Section 10.  Miscellaneous.
             -------------

          (a)  Indemnification.
               ---------------

               (i)  Subject to the limitations set forth herein, CHEX hereby
          agrees to indemnify and hold the Company harmless from and against any
          liabilities, claims, losses, damages, costs and expenses of any kind
          (including, without limitation, the reasonable fees and disbursements
          of the Company's counsel in connection with any investigative,
          administrative or judicial proceeding, whether or not the Company is
          designated as a party thereto) that may be incurred by the Company,
          relating to or arising out of (A) any breach of the representations
          and warranties made by CHEX in Section 7 and Section 8 hereof, (B) any
          operation of the assets of CHEX not contributed to the Company under
          this Agreement, (C) any Excluded Liabilities, (D) ownership or
          operation of the Contributed Assets prior to the Effective Date
          including any liabilities arising with respect to such period (other
          than payment defaults under the Fairfield Agreement), (E) the
          arbitration award relating to the Zydeco Agreement, or (F) the failure
          of CHEX to perform any covenant contained herein required to be
          performed by CHEX.

               (ii) THE PARTIES HERETO INTEND THAT THE INDEMNITIES SET FORTH IN
          THIS SECTION 10(a) BE CONSTRUED AND APPLIED AS WRITTEN ABOVE
          NOTWITHSTANDING ANY RULE OF CONSTRUCTION TO THE CONTRARY.  WITHOUT
          LIMITING THE FOREGOING, THE INDEMNITIES SHALL APPLY NOTWITHSTANDING
          ANY STATE'S "EXPRESS NEGLIGENCE RULE" OR SIMILAR RULE THAT WOULD DENY
          COVERAGE BASED ON AN INDEMNITEE'S SOLE, CONCURRENT OR CONTRIBUTORY
          ACTIVE OR PASSIVE NEGLIGENCE OR GROSS NEGLIGENCE OR STRICT LIABILITY.
          IT IS THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED IN THIS
          SECTION 10(a), THE INDEMNITIES SET FORTH HEREIN SHALL APPLY TO AN
          INDEMNITEE'S SOLE, CONCURRENT OR CONTRIBUTORY ACTIVE OR PASSIVE
          NEGLIGENCE, GROSS NEGLIGENCE OR STRICT LIABILITY. THE


                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -32-
<PAGE>

          PARTIES AGREE THAT THIS PROVISION IS "CONSPICUOUS" FOR PURPOSES OF ALL
          STATE LAWS.

               The indemnification provided for in this Section 10(a) shall be
     made by periodic payments of the amount thereof during the course of the
     investigation or defense, as and when bills are received or expenses,
     losses, damages or liabilities are incurred.

          (b)  Consent to Amendments. This Agreement may be amended and the
               ---------------------
     observance of any term of this Agreement may be waived with (and only with)
     the written consent of the Required Holders; provided, however, that in no
     event shall any amendment impose any additional material obligation on any
     party hereto without such party's written consent.

          (c)  Restrictive Legend. Each Share and any security issued in
               ------------------
     exchange therefor shall bear the legend set forth in Section 7.4 of the
     Stockholders Agreement.

          (d)  Survival of Representations and Warranties. All representations
               ------------------------------------------
     and warranties contained herein or made in writing by or on behalf of any
     party to this Agreement in connection herewith shall survive the execution
     and delivery of this Agreement without limits, regardless of any
     investigation made by or on behalf of any party; provided, however, that
     the representations made in Sections 8(f) through (n) shall only survive
     for eighteen months after the Effective Date.

          (e)  Successors and Assigns; No Third Party. All covenants and
               --------------------------------------
     agreements in this Agreement contained by or on behalf of the parties
     hereto shall bind and inure to the benefit of the respective successors and
     assigns of the parties hereto and, to the extent provided in this
     Agreement, to the benefit of any future holders of Shares issued pursuant
     to this Agreement.  Subject to the foregoing and except as provided in
     Section 10(a) and (b), nothing in this Agreement shall confer upon any
     person or entity not a party to this Agreement, or the legal
     representatives of such person or entity, any rights or remedies of any
     nature or kind whatsoever under or by reason of this Agreement. No transfer
     of Shares shall relieve any party of its obligations hereunder, if the
     transferee of such Shares does not perform any assumed obligation.
     Notwithstanding anything to the contrary contained herein, but subject to
     Section 2(c)(ii) hereof, the right to participate in Subsequent Financings
     pursuant to this Agreement is not transferable or assignable without the
     prior written consent of the Company and each Eligible Investor.

          (f)  Notices. All communications provided for hereunder shall be
               -------
     personally delivered, sent via overnight delivery service, sent by
     facsimile or sent by registered or certified mail and, if to the Investors,
     addressed to each Investor at its address or facsimile number specified on
     the signature page hereof or such other address or facsimile number as such
     Investor may designate in writing from time to time and, if to the Company,
     addressed to Gryphon Exploration Company, Attention: Michael Harvey, Two
     Allen Center, 1200 Smith Street, Suite 1740, Houston, Texas  77002,  or
     such other address as the Company may designate in writing from time to
     time.  Communications personally delivered or sent


                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -33-
<PAGE>

     via overnight delivery service or facsimile shall be deemed received when
     delivered, and communication sent by registered or certified mail shall be
     deemed to have been received on the fifth Business Day after the date of
     such mailing.

          (g)  Descriptive Headings. The descriptive headings of the several
               --------------------
     Sections of this Agreement are inserted for convenience only and do not
     constitute a part of this Agreement.

          (h)  Satisfaction Requirement. If any agreement, certificate or
               ------------------------
     other writing, or any action taken or to be taken, is by the terms of this
     Agreement required to be satisfactory to the Investors, the determination
     of such satisfaction shall be made collectively by the Investors in their
     reasonable judgment exercised in good faith.

          (i)  Governing Law. This Agreement shall be construed and enforced
               -------------
     in accordance with, and the rights of the parties shall be governed by, the
     law of the State of Texas, without giving effect to the choice of law or
     conflicts principles thereof.

          (j)  Entire Agreement. This Agreement and the other writings
               ----------------
     referred to herein or delivered pursuant hereto contain the entire
     agreement among the parties with respect to the subject matter hereof and
     supersede all prior and contemporaneous arrangements or understandings with
     respect thereto.

          (k)  Severability. Any provision of this Agreement that is
               ------------
     prohibited or unenforceable in any jurisdiction shall, as to such
     jurisdiction, be ineffective to the extent of such prohibition or
     unenforceability without invalidating the remaining provisions hereof, and
     any such prohibition or unenforceability in any jurisdiction shall not
     invalidate or render unenforceable such provision in any other
     jurisdiction.


                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -34-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have each executed this Agreement as
of the date first set forth above.

                              GRYPHON EXPLORATION COMPANY


                              By: _______________________________________
                                  Name:
                                  Title:


                              CHENIERE ENERGY, INC.
                                  1200 Smith Street, Suite 1740
                                  Houston, TX

                              By: _______________________________________
                                  Name:
                                  Title:


                              CHENIERE-GRYPHON MANAGEMENT, INC.
                                  1200 Smith Street, Suite 1740
                                  Houston, TX

                              By: _______________________________________
                                  Name:
                                  Title:


                              WARBURG, PINCUS EQUITY PARTNERS, L.P.
                                  466 Lexington Avenue, 10th Floor
                                  New York, New York 10017

                              By: Warburg Pincus & Co., its general partner


                              By: _______________________________________
                                  Name:
                                  Title: Partner


                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -35-
<PAGE>

                              WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I,
                              C.V.
                                  466 Lexington Avenue, 10th Floor
                                  New York, New York 10017

                              By: Warburg Pincus & Co., its general partner


                              By: _______________________________________
                                  Name:
                                  Title: Partner


                              WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II,
                              C.V.
                                  466 Lexington Avenue, 10th Floor
                                  New York, New York 10017

                              By: Warburg Pincus & Co., its general partner


                              By: _______________________________________
                                  Name:
                                  Title: Partner


                              WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III,
                              C.V.
                                  466 Lexington Avenue, 10th Floor
                                  New York, New York 10017

                              By: Warburg Pincus & Co., its general partner


                              By: _______________________________________
                                  Name:
                                  Title: Partner


                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -36-
<PAGE>

                              _______________________________________
                              MICHAEL HARVEY



                              _______________________________________
                              RON KRENZKE


                          GRYPHON EXPLORATION COMPANY
                    Contribution and Subscription Agreement

                                      -37-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>STOCKHOLDERS AGREEMENT
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.2

                            STOCKHOLDERS AGREEMENT


     THIS STOCKHOLDERS AGREEMENT (the "Agreement") is entered into and effective
as of October 11, 2000 among Gryphon Exploration Company, a Delaware corporation
(the "Corporation"), Cheniere Energy, Inc. ("CHEX"), and the Persons (as defined
herein) listed on Schedule I hereto, and their permitted successors and assigns,
and each owner of Common Stock or Preferred Stock, as defined herein, who may
hereafter execute in accordance with this Agreement a separate agreement to be
bound by the terms hereof.

                             W I T N E S S E T H:
                             -------------------

     WHEREAS, the Corporation, Warburg, Pincus Equity Partners, L.P. ("WPEP"),
CHEX,  Cheniere-Gryphon Management, Inc. ("CHEX Sub") and certain other Persons
entered into a Contribution and Subscription Agreement dated September 15, 2000
(the "Contribution Agreement") providing for issuance of Common Stock and
Preferred Stock; and

     WHEREAS, the Contribution Agreement provides that the execution and
delivery of this Agreement is a condition to the consummation of the initial
contributions contemplated thereby; and

     NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:

                                   ARTICLE I

                              GENERAL PROVISIONS;
                        REPRESENTATIONS AND WARRANTIES

     1.1  Certain Terms.  In addition to the terms defined elsewhere herein,
when used herein the following terms shall have the meanings indicated:

     "Accepting Party" shall have the meaning set forth in Section 3.3(b).
      ---------------

     "Accredited Investor" shall have the meaning set forth for such term in the
      -------------------
regulations promulgated under the Securities Act, provided that, for purposes of
this Agreement, Accredited Investor shall not include any Person who would be an
Accredited Investor solely because he is an executive officer or director of the
Corporation.

     "Acquisition Proposal" shall have the meaning set forth in Section 3.3(a).
      --------------------

     "Additional Director" shall have the meaning set forth in Section 2.2(b).
      -------------------

     "Affiliate" of a Person means, any Person controlling, controlled by, or
      ---------
under common control with such Person, within the meaning of Rule 405 under the
Securities Act of 1933.
<PAGE>

     "Agreement" shall mean this Stockholders Agreement, as amended and restated
      ---------
from time to time.

     "Board" shall have the meaning set forth in Section 2.1.
      -----

     "Business Day" means any day other than a Saturday, a Sunday, or a holiday
      ------------
on which national banking associations in the State of Texas are authorized by
law to close.

     "Bylaws" means the bylaws of the Corporation, as amended or restated from
      ------
time to time.

     "Capital Stock" means any and all shares, interests, participations, or
      -------------
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation),
and any and all warrants, options, or other rights to purchase or acquire any of
the foregoing.

     "Certificate of Incorporation" means the certificate of incorporation of
      ----------------------------
the Corporation, as amended and restated from time to time.

     "CHEX" has the meaning given thereto in the recitals.
      ----

     "CHEX Sub" has the meaning given thereto in the recitals.
      --------

     "CHEX Person" shall have the meaning set forth in Section 7.14.
      -----------

     "CHEX Change of Control" shall mean any event (a) constituting the
      ----------------------
consummation of any merger, consolidation, share exchange or comparable
transactions involving CHEX (a "Business Combination") except where (i) the
shareholders of CHEX immediately prior to such Business Combination own (in
substantially the same proportion relative to each other as such shareholders
owned the common stock of CHEX immediately prior to such consummation) (x) 50%
or more of the voting stock of the surviving or resulting entity immediately
after such Business Combination, and (y) 50% or more of the outstanding common
stock of the surviving or resulting entity immediately after such Business
Combination, (ii) the members of the board of directors of CHEX immediately
prior to the entering into the agreement relating to such Business Combination
constitute at least a majority of the board of directors of the surviving or
resulting entity immediately after such Business Combination, with no agreements
or arrangements in place immediately after such consummation that would result
in the members of such board of directors immediately prior to the entering into
the agreement relating to such Business Combination ceasing to constitute at
least a majority of the board of directors of the surviving or resulting entity
and (iii) no Person or group (within the meaning of Section 13(d)(3) under the
Exchange Act) of Persons is the beneficial owner of 40% or more of the total
outstanding voting stock or common stock of the surviving or resulting entity or
(b) pursuant to which any Person or group (within the meaning of Section
13(d)(3) under the Exchange Act) of Persons acquires beneficial ownership of 50%
or more of the total outstanding voting stock or common stock of CHEX.

     "Common Stock" means shares of the common stock, par value $.01 per share,
      ------------
of the Corporation.

                                       2
<PAGE>

     "Common Stock Equivalents" means (without duplication with any other Common
      ------------------------
Stock or Common Stock Equivalents) rights, warrants, options, convertible
securities (including Preferred Stock), or exchangeable securities or
indebtedness, or other rights, exercisable for or convertible or exchangeable
into, directly or indirectly, Common Stock or securities convertible or
exchangeable into Common Stock, whether at the time of issuance or upon the
passage of time or the occurrence of some future event.

     "Contribution Agreement" has the meaning given thereto in the recitals.
      ----------------------

     "Corporation" means Gryphon Exploration Company, a Delaware corporation.
      -----------

     "Designee" shall have the meaning set forth in Section 7.14.
      --------

     "Director" shall have the meaning set forth in Section 2.2.
      --------

     "Drag-Along Notice" shall have the meaning set forth in Section 3.5(b).
      -----------------

     "Equivalent Basis" means the relative value of one share of Preferred Stock
      ----------------
to the value of one share of Common Stock, which shall be determined , at the
option of the Group A Holder effecting a Transfer pursuant to Section 3.4 or
Section 3.5, either (i) by assuming the conversion in full of the Preferred
Stock into Common Stock in accordance with its terms, allocating to holders of
Preferred Stock of the full value of all accrued and unpaid dividends on such
Preferred Stock at the time of determination, (ii) by an independent investment
banking firm selected by the Board, who shall, within 30 days after selection by
the Board, determine the relative value of the Preferred Stock and the Common
Stock using customary investment banking methods giving effect to the value of
the liquidation preference of the Preferred Stock, and whose determination shall
be conclusive on all parties, or (iii) in the event the proposed consideration
being offered with respect to the Preferred Stock (assuming conversion in full
of the Preferred Stock and allocating to holders of Preferred Stock of the full
value of all accrued and unpaid dividends on such Preferred Stock at the time of
determination) in a Transfer governed by Section 3.4 or 3.5 is less than the
amount of the full liquidation preference of the Preferred Stock plus accrued
and unpaid dividends, then the consideration shall be allocated first to the
Preferred Stock to the extent of the accrued and unpaid dividends thereon, then
to the holders of the Preferred Stock and Common Stock on a Common Stock
equivalent basis assuming conversion in full of the Preferred Stock but
allocating to the Common Stock represented by Preferred Stock two times the
amount allocated to Common Stock not represented by Preferred Stock, until the
holders of Preferred Stock have received the amount of the full liquidation
preference and accrued and unpaid dividends on the Preferred Stock, and
thereafter in accordance with clause (i) above.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
      ------------
the rules and regulations promulgated by the Securities and Exchange Commission
thereunder.

     "Fully-Diluted Common Stock" means, at any time, the then outstanding
      --------------------------
Common Stock plus (without duplication) (i) all shares of Common Stock issuable
upon the conversion of the then outstanding Preferred Stock, (ii) all shares of
Common Stock issuable upon exercise of options issued under the Stock Option
Plan that are then vested and exercisable.

                                       3
<PAGE>

     "Group A Holders" means WPEP and each transferee of Common Stock or
      ---------------
Preferred Stock directly or indirectly (in a chain of title) from WPEP; provided
that, once a Person is designated a Group A Holder, such Group A Holder and each
of its Affiliates shall, as long as it owns any Shares, at all times be a Group
A Holder and shall not be a Group B Holder or Group C Holder even if such Group
A Holder or its Affiliates acquire Shares from a Group B Holder or from a Group
C Holder.

     "Group A Representative" means a Group A Holder or group of Group A Holders
      ----------------------
that own a majority of the shares of Fully-Diluted Common Stock that were
acquired, directly or indirectly, under the Contribution Agreement by all Group
A Holders.

     "Group B Holders" means CHEX Sub and each transferee of Common Stock or
      ---------------
Preferred Stock directly or indirectly (in a chain of title) from CHEX Sub;
provided that, once a Person is designated a Group B Holder, such Group B Holder
and each of its Affiliates shall, as long as it owns any Shares, at all times be
a Group B Holder and shall not be a Group A Holder or Group C Holder even if
such Group B Holder or its Affiliates acquire Shares from a Group A Holder or
from a Group C Holder.

     "Group B Representative" means a Group B Holder or group of Group B Holders
      ----------------------
that own a majority of the shares of Fully-Diluted Common Stock that were
acquired, directly or indirectly, under the Contribution Agreement by all Group
B Holders.

     "Group C Holders" means (a) the Management Group and each transferee of
      ---------------
Common Stock or Preferred Stock directly or indirectly (in a chain of title)
from the Management Group and (b) each Person that acquired Shares upon the
exercise of options under the Stock Option Plan and each transferee of Common
Stock or Preferred directly or indirectly (in a chain of title) from any such
Person provided that, once a Person is designated a Group C Holder, such Group C
Holder and each of its Affiliates shall, as long as it owns any Shares, at all
times be a Group C Holder and shall not be a Group A Holder or Group B Holder
even if such Group C Holder or its Affiliates acquire Shares from a Group A
Holder or from a Group B Holder.

     "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
      -------
as amended from time to time.

     "Initial Parties" means those parties listed on Schedule I hereto.
      ---------------

     "Involuntary Transfer" means a Transfer resulting from the death of a
      --------------------
Person or another involuntary Transfer occurring by operation of law (including,
but not limited to, transfers resulting from death of such Person, the
initiation and continuation for 60 days of bankruptcy proceedings against such
Person or, in the case of CHEX Sub, CHEX, the entry of a divorce decree directly
involving such Person, the execution of either a judgment or a foreclosure by a
court of law against such Person or any other event that forces such Person to
Transfer any of its Common Stock or Preferred Stock to a third party).  In
addition, upon any CHEX Change of Control, a majority of the Group A Holders
shall have the right to request an independent nationally recognized investment
banking firm reasonably acceptable to the Board to determine (i) the fair market
value of the Shares then owned by CHEX and its subsidiaries, and (ii) whether
such shares in the aggregate constitute more than 65% of the aggregate value of
the outstanding

                                       4
<PAGE>

common stock of CHEX as of the date of such CHEX Change of Control, using
customary valuation techniques determined by such firm. If such investment
banking firm makes the determination referred to in clause (ii) above (which
determination shall be conclusive and binding on the Parties), then as of the
date of such determination such CHEX Change of Control shall be deemed to be an
Involuntary Transfer by CHEX Sub of all Shares then owned by CHEX Sub or its
subsidiaries, and the fair market value of such Shares for purposes of Section
3.6(b) shall be the value determined by the investment banking firm pursuant to
clause (i) above. The Corporation and CHEX shall use their reasonable efforts to
cooperate with such investment banking firm to provide whatever information is
reasonably necessary to make the above-referenced valuation, and shall use their
reasonable efforts to cause such investment banking firm to make its
determination as promptly as reasonably practicable.

     "Involuntary Transfer Notice" shall have the meaning set forth in Section
      ---------------------------
3.6.

     "Management Group" means Michael Harvey and Ron Krenzke.
      ----------------

     "Participation Offer" shall have the meaning set forth in Section 3.4(a).
      -------------------

     "Party" means each Initial Party and each other Person that may become a
      -----
party to this Agreement pursuant to Section 3.7, but shall not mean (i) the
Corporation or (ii) any Person who executes this Agreement or a separate
agreement to be bound by the terms hereof solely in his or her capacity as a
spouse of a Party; provided, however, that if any Party ceases to own any Common
Stock or Preferred Stock, then such Party shall cease to be a Party hereunder
and shall not thereafter be subject to this Agreement (other than Section 7.6)
even if such former Party thereafter acquires Common Stock or Preferred Stock,
unless such former Party thereafter acquires Common Stock or Preferred Stock in
a transaction in which it becomes a Party again pursuant to Section 3.7.

     "Person" means any natural person, corporation, limited partnership,
      ------
general partnership, joint stock company, joint venture, association, company,
trust, bank trust company, land trust, business trust, or other organization,
whether or not a legal entity, and any government or agency or political
subdivision thereof.

     "Potential Co-Sale Person" shall have the meaning set forth in Section
      ------------------------
3.4(a).

     "Potential Offerors" means (i) with respect to a proposed Transfer by a
      ------------------
Group B Holder, the Group A Holders, provided that any Group A Holder may assign
its right to be considered a Potential Offeror with respect to a proposed
Transfer to the Corporation, and (ii) with respect to a proposed Transfer by a
Group C Holder, the Corporation, provided that the Corporation may assign its
right to be considered a Potential Offeror with respect to a proposed Transfer
to Group A Holders and Group B Holders.

     "Preemptive Right Holder" shall have the meaning set forth in Section 2.4.
      -----------------------

     "Preferred Stock" means shares of the Series A Convertible Preferred Stock,
      ---------------
par value $.01 per share, of the Corporation.

                                       5
<PAGE>

     "Qualified Public Company" means a corporation whose common stock is
      ------------------------
authorized and approved for listing on a national securities exchange or
admitted to trading and quoted in the Nasdaq National Market or comparable
system and of which the market value of the outstanding common stock of the
corporation owned by non-Affiliates of such corporation is in excess of
$50,000,000.

     "Qualified Public Offering" means the first closing of one or more
      -------------------------
underwritten public offerings pursuant to one or more effective registration
statements under the Securities Act of 1933, as amended, covering the offer and
sale of common stock for the account of the Corporation to the public generally,
for which the aggregate net proceeds to the Corporation are not less than
$40,000,000, and in connection with which such shares of common stock are
authorized and approved for listing on a national securities exchange or
admitted to trading and quoted in the Nasdaq National Market or comparable
system.

     "Required Holders" means (i) Group A Holders who collectively own at least
      ----------------
a majority of the Fully-Diluted Common Stock then owned by all Group A Holders
and (ii) Group B Holders who collectively own at least a majority of the Fully-
Diluted Common Stock then owned by all Group B Holders.

     "ROFR Acceptance Deadline" shall have the meaning set forth in Section
      ------------------------
3.3(b)

     "ROFR Acceptance Notice" shall have the meaning set forth in Section 3.3(b)
      ----------------------

     "ROFR Notice" shall have the meaning set forth in Section 3.3(a).
      -----------

     "SEC" means the Securities and Exchange Commission or any successor
      ---
governmental agency.

     "Securities Act" means the Securities Act of 1933, as amended from time to
      --------------
time.

     "Shares" means the Common Stock and Preferred Stock, collectively, and any
      ------
"Share" shall refer to any one of the foregoing.

     "Spouse" shall have the meaning set forth in Section 7.16.
      ------

     "Stock Option Plan" means the Corporation's 2000 Stock Incentive Plan.
      -----------------

     "Substitute Director" has the meaning set forth in Section 2.2(b).
      -------------------

     "Transfer," including the correlative terms "Transferring" or
      --------
"Transferred", means any direct or indirect, transfer, assignment, sale, gift,
pledge, hypothecation or other encumbrance, or any other disposition (whether
voluntary or involuntary or by operation of law), of Common Stock or Preferred
Stock (or any interest (pecuniary or otherwise) therein or right thereto),
including without limitation derivative or similar transactions or arrangements
whereby a portion or all of the economic interest in, or risk of loss or
opportunity for gain with respect to, Common Stock or Preferred Stock is
transferred or shifted to another Person; provided, however, that none of the
following shall be deemed a Transfer: (i) an exchange, merger, recapitalization,
consolidation or reorganization involving the Corporation in which securities of
the Corporation

                                       6
<PAGE>

or any other Person are issued in respect of shares of the Common Stock of the
Corporation if all shares of Common Stock are treated identically in such
transaction, (ii) a conversion of outstanding shares of Preferred Stock into
shares of Common Stock, in accordance with the terms thereof and (iii) the
exercise of options in accordance with the terms of the Corporation's Stock
Option Plan.

     "Transferor" shall have the meaning set forth in Section 3.4(a).
      ----------

     "Transferor's Notice" shall have the meaning set forth in Section 3.4(b).
      -------------------

     "Voluntary Transfer" means any Transfer other than an Involuntary Transfer.
      ------------------

     "Withdrawing Director" shall have the meaning set forth in Section 2.2(b).
      --------------------

     "WPEP" means, collectively, Warburg, Pincus Equity Partners, L.P., Warburg,
      ----
Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity
Partners II, C.V., and Warburg, Pincus Netherlands Equity Partners III, C.V.;
provided that for all purposes hereunder, Warburg, Pincus Equity Partners, L.P.
shall be entitled to act on behalf of each of the other Persons named in this
definition.

     "WPEP Person" shall have the meaning set forth in Section 7.14.
      -----------

     1.2  Representations and Warranties.

     (a)  Each of the Initial Parties and CHEX (as to itself only) represents
and warrants to the Corporation and the other Parties that:

          (i)    such Person has full power and authority to execute, deliver,
     and perform this Agreement and to consummate the transactions contemplated
     hereby, and the execution, delivery, and performance by such Person of this
     Agreement and the consummation by such Person of the transactions
     contemplated hereby have been duly authorized by all necessary action;

          (ii)   this Agreement has been duly and validly executed and delivered
     by such Person and constitutes the binding obligation of such Person
     enforceable against such Person in accordance with its terms; and

          (iii)  the execution, delivery, and performance by such Person of this
     Agreement and the consummation by such Person of the transactions
     contemplated hereby will not, with or without the giving of notice or the
     lapse of time, or both, (A) violate any provision of law, statute, rule, or
     regulation to which such Person is subject, (B) violate any order,
     judgment, or decree applicable to such Person, or (C) conflict with, or
     result in a breach or default under, any term or condition of its
     certificate of incorporation or by-laws, certificate of limited partnership
     or partnership agreement, as applicable, or any agreement or other
     instrument to which such Person is a party or by which such Person is
     bound.

     (b)  The Corporation hereby represents and warrants to each Party and CHEX
that:

                                       7
<PAGE>

          (i)   it is a corporation duly organized, validly existing, and in
     good standing under the laws of the State of Delaware, it has full
     corporate power and authority under its Certificate of Incorporation to
     execute, deliver, and perform this Agreement and to consummate the
     transactions contemplated hereby, and the execution, delivery, and
     performance by it of this Agreement and the consummation of the
     transactions contemplated hereby have been duly authorized by all necessary
     action;

          (ii)   this Agreement has been duly and validly executed and delivered
     by the Corporation and constitutes the binding obligation thereof
     enforceable against the Corporation in accordance with its terms; and

          (iii)  the execution, delivery, and performance by the Corporation of
     this Agreement and the consummation by the Corporation of the transactions
     contemplated hereby will not, with or without the giving of notice or the
     lapse of time, or both, (A) violate any provision of law, statute, rule, or
     regulation to which the Corporation is subject, (B) violate any order,
     judgment, or decree applicable to the Corporation, or (C) conflict with, or
     result in a breach or default under, any term or condition of its
     Certificate of Incorporation or by-laws or any agreement or other
     instrument to which the Corporation is a party or by which it is bound.

                                  ARTICLE II

                         MANAGEMENT OF THE CORPORATION

     2.1  Management by Directors.  The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors (the
"Board"), and subject to the restrictions imposed by law, by the Certificate of
Incorporation and Bylaws of the Corporation and by this Agreement, they may
exercise all the powers of the Corporation.

     2.2  Board of Directors.

     (a)  Composition: Initial Directors.  Subject to Section 2.2(b), the Board
          ------------------------------
shall consist of five natural persons, who need not be stockholders or residents
of the State of Delaware (each, a "Director").  Each Director shall be elected
as provided in Section 2.2(b) and shall serve in such capacity until his
successor has been elected and qualified or until such person's death,
resignation or removal.  The initial Board shall consist of the persons listed
on Schedule II.

     (b)  Election of Directors.  The Parties and the Corporation shall take all
          ---------------------
action within their respective power, including, but not limited to, the voting
of Capital Stock of the Corporation (to the extent that any such Person holds
Capital Stock of the Corporation entitled to vote thereon), required to cause
the Board to at all times consist of no more than five members (subject to the
other provisions of this Section 2.2(b)) comprised of:  (i) two members
designated by the Group A Representative for as long as the Group A Holders
collectively own at least 20%

                                       8
<PAGE>

of the Fully-Diluted Common Stock and one member designated by the Group A
Representative for as long as the Group A Holders collectively own at least 10%
but less than 20% of the Fully-Diluted Common Stock; (ii) prior to a CHEX Change
of Control only, two members designated by the Group B Representative for as
long as the Group B Holders collectively own at least 20% of the Fully-Diluted
Common Stock and one member designated by the Group B Representative for as long
as the Group B Holders collectively own at least 10% but less than 20% of the
Fully-Diluted Common Stock; and (iii) the then chief executive officer of the
Corporation. In the event that any Director (a "Withdrawing Director")
designated in the manner set forth in the preceding sentence is unable to serve,
or once having commenced to serve, is removed or withdraws from the Board, such
Withdrawing Director's replacement (the "Substitute Director") on the Board
shall be designated in accordance with this Section 2.2(b) by the Party entitled
to designate such Director. The Corporation and each of the Parties agrees to
take all action within its or his power, including, but not limited to, (i) the
voting of Capital Stock of the Corporation to cause the election of such
Substitute Director as soon as practicable following his designation and (ii)
the instructing of the Directors it had previously designated to serve as
members of the Board, as the first order of business at the first meeting
thereof after such Substitute Director has been so designated, to vote to seat
such designated Substitute Director as a Director in place of the Withdrawing
Director. Notwithstanding the foregoing provisions of this Section 2.2(b), at
any time, and from time to time, by notice to the Board, as long as the Group A
Holders collectively own at least 30% of the Fully-Diluted Common Stock, the
Group A Representative shall have the right to cause the Board to be increased
to add, if the Group A Holders collectively own at least 30% but less than 40%
of the Fully-Diluted Common Stock, one additional member designated by the Group
A Representative (for a total of three), and if the Group A Holders collectively
own at least 40% of the Fully-Diluted Common Stock, two additional members
designated by the Group A Representative (for a total of four) ("Additional
Directors"). The Corporation and each of the Parties agrees to take all action
within its or his power, including, but not limited to, (i) the voting of
Capital Stock of the Corporation to cause the foregoing expansion of the Board
and the election of such Additional Directors as soon as practicable following
their designation and (ii) the instructing of the Directors it had previously
designated to serve as members of the Board, as the first order of business at
the first meeting thereof after such Additional Directors have been so
designated, to vote to expand the Board as provided above and seat such
designated Additional Directors as Directors. In the event any Party entitled to
designate a Director or Directors pursuant to this Agreement fails to designate
a Director or Directors, such directorship or directorships shall remain vacant
unless such vacancy results in less than the minimum number of Directors
required by law, in which case such vacancy shall be filled by an individual
elected by a majority of the Directors then serving.

     (c)  Quorum; Vote Required for Board Action.  Unless otherwise required by
          --------------------------------------
law, each Director shall have one vote.  A quorum for the transaction of
business at a meeting of the Board shall exist when four Directors are present
(regardless of the number of Directors), and the approval of four Directors
shall be required to approve any action by the Board; provided, however, that,
as long as CHEX Sub owns at least 20% of the Fully-Diluted Common Stock, then
without the approval of Directors constituting at least 80% of the full Board,
the Board shall not approve any amendment to the Certificate of Incorporation or
Bylaws that would adversely affect the rights of CHEX Sub.  The Corporation and
Parties agree that approval of the Board in the manner set forth above shall be
required to issue any notices relating to a Subsequent Financing pursuant to the
Contribution Agreement.

     (d)  Location; Order of Business.  The Board may hold its meetings and may
          ---------------------------
have an office and keep the books of the Corporation, in such place or places,
within or without the State of Delaware, as the Board may from time to time
determine by resolution.  At all meetings of the

                                       9
<PAGE>

Board business shall be transacted in such order as shall from time to time be
determined by resolution of the Board.

     (e)  Meetings of the Board.  Regular meetings of the Board shall be held at
          ---------------------
such places as shall be designated from time to time by resolution of the Board.
Special meetings of the Board may be called by the Chairman of the Board (if
any), the President or, upon written request of any two Directors, by the
Secretary.  Such notice of special meeting shall state the purpose or purposes
of such meeting. Unless determined by the Board pursuant to resolution, notice
of any meeting (whether the first meeting, a regular meeting or a special
meeting) shall not be required; provided, no action shall be taken at any
meeting of the Board (or any committee on which a designee of the Group A
Representative or Group B Representative sits) unless each Director (or
committee member, as appropriate) shall have received at least two Business
Days' notice of such meeting or shall waive notice of such meeting in writing;
provided further, if a Party is then entitled to designate a Director but such
Board seat is then vacant, then prior to any action being taken at any such
meeting, such Party must also receive at least two Business Days' notice of such
meeting or shall waive such notice and such Party also shall receive any
materials distributed to the Directors for such meeting prior to such meeting.

     (f)  Removal.  If a Director designated and elected pursuant to the
          -------
preceding provisions of this Section 2.2 has been designated by the Group A
Representative and the Group A Representative requests that such Director be
removed (with or without cause) by written notice thereof to the other Parties
or (ii) has been designated by the Group B Representative and the Group B
Representative requests that such Director be removed (with or without cause) by
written notice thereof to the other Parties, then such Director shall be
removed, with or without cause, and each Party hereby agrees to vote all Shares
owned or held of record by such Party to effect such removal upon any such
request.  No Director designated by the Group A Representative or by the Group B
Representative shall otherwise be involuntarily removed as a Director (or as a
member of any committee thereof) except for cause for as long as the Group A
Representative or the Group B Representative, as the case may be, is entitled to
designate such Director as a member of the Board under Section 2.2(b).

     (g)  Compensation.  Directors, in their capacity as such, shall receive
          ------------
such compensation, if any, for their services as such as may be designated by
the Required Holders, provided that such compensation is not in excess of
amounts paid on average to board members of comparably sized oil and gas
companies. In addition, the Directors shall be entitled to be reimbursed by the
Corporation for their respective reasonable out-of-pocket costs and expenses
incurred in the course of their services as such.

     (h)  Cooperation by Parties and the Corporation.  Each of the Parties and
          ------------------------------------------
the Corporation agree to take such action, or refrain from taking such action,
as is within its reasonable control to effect the provisions of this Section 2.2
including, without limitation, causing any Director nominated thereby to take or
refrain from taking action for the foregoing purpose.

     (i)  Certain Informational Meetings.  The Corporation agrees that it will
          ------------------------------
conduct an operational meeting on the 2nd Wednesday of each month, other than
any month in which a regularly scheduled quarterly Board meeting is to be held,
at 10:00 a.m. local time at the

                                       10
<PAGE>

principal offices of the Corporation, or at such other time and place as shall
be agreed by the Board (including at least one of the Directors designated by
the Group A Representative and one of the Directors designated by the Group B
Representative, in each case for as long as such Parties are entitled to
designate a director), to review the Corporation's exploration and development
drilling and acquisition plans of the Corporation. Any Director may attend such
meeting, and any Director may include any representative or advisor of the Group
A Representative or the Group B Representative (for as long as they are entitled
to designate a Director) that such Director deems advisable or appropriate, in
his sole discretion, provided that the attendance at such meetings by any non-
Board member shall be conditioned upon execution by such Person of a
confidentiality agreement acceptable to the Corporation, and the Group A
Representative in the case of representatives or advisors of the Group B
Representative and the Group B Representative in the case of representatives or
advisors of the Group A Representative.

     (j)  Additional Equity.
          -----------------

          (i)    Until such time as the Corporation has issued all Preferred
     Stock that may be issued in Subsequent Financings in accordance with the
     Contribution Agreement, the Corporation will not, without the written
     consent of WPEP, sell or issue, or commit to sell or issue, any Common
     Stock or Common Stock Equivalents, other than pursuant to the Stock Option
     Plan or pursuant to the terms of the Contribution Agreement.

          (ii)   The Parties agree that at any time on or after the third
     anniversary hereof, WPEP may, in its sole discretion, have the right to
     require to the Board to issue to a Call Notice pursuant to the Contribution
     Agreement with respect to any of the $75 million of additional Preferred
     Stock that has not yet been issued in a Subsequent Financing under the
     Contribution Agreement.

          (iii)  For as long as the Group B Holders own at least 10% of the
     Fully-Diluted Common Stock, the Corporation will not issue any Capital
     Stock to any Affiliate of WPEP (other than any Person referred to in the
     definition of WPEP) without the prior written consent of the Group B
     Representative.

          (iv)   The Group B Holders and Group C Holders agree that, if the
     Board approves an amendment to the Certificate of Incorporation to increase
     the number of shares of authorized Capital Stock of any class, such Parties
     will vote all Shares held by such Parties entitled to vote on such
     amendment in favor of such amendment, or execute a written consent in lieu
     thereof.

     2.3  Governance of Subsidiaries.  It being the intention of the Parties
that any subsidiary of the Corporation be managed in a manner consistent with
that of the Corporation, the Corporation hereby agrees that it shall at all
times, and each Party agrees to use its best efforts at all times to, cause: (i)
each subsidiary's board of directors to consist of the same individuals who
serve on the board of directors of the Corporation; (ii) the officers of each
subsidiary are to be those persons so identified by the Board; (iii) the
corporate governance, management, business and affairs of each subsidiary,
including action taken at meetings or by written consent of such subsidiary's
board of directors or sole shareholder, is to be conducted in all respects as if
(A) the provisions of such subsidiary's articles of incorporation and bylaws

                                       11
<PAGE>

were identical to those of the Corporation and (B) the subsidiary was itself the
corporation referred to in this Agreement as the "Corporation," and thus was a
party to this Agreement.

     2.4  Certain Stock Purchase Rights.

     (a)  The Corporation hereby grants to each Group A Holder, each Group B
Holder and each Group C Holder, in each case, that is an Accredited Investor and
that is then a Party ("Preemptive Right Holders") the right to purchase a pro
rata share of New Securities (as defined below) which the Corporation, from time
to time, proposes to issue, sell, or grant in exchange for cash.  "New
Securities" shall mean any Capital Stock of the Corporation, including Common
Stock and Common Stock Equivalents, but excluding:  (i) Preferred Stock issued
or to be issued in accordance with the Contribution Agreement, including in a
Subsequent Financing contemplated thereby, and any Common Stock issued or sold
upon exercise or conversion of any such Preferred Stock; (ii) Common Stock sold
to directors, officers or employees or consultants pursuant to stock option
plans or other employee benefit plans, in each case as approved by the Board or
an authorized committee thereof; or (iii) securities issued or to be issued in a
firm commitment underwritten offering registered under the Securities Act.

     (b)  If the Corporation has determined to undertake an issuance of New
Securities for cash, it shall give each Preemptive Right Holder written notice
of its intention, describing the type of New Securities, and their price and the
general terms upon which the Corporation proposes to issue the same.  Each
Preemptive Right Holder shall have 10 days after such notice is deemed delivered
to agree to purchase up to such Preemptive Right Holder's pro rata share of such
New Securities for the price and upon the terms specified in the notice by
giving written notice to the Corporation and stating the quantity of New
Securities to be purchased.  A Preemptive Right Holder's pro rata share, for
purposes of this Section 2.4, is the ratio of (i) the number of shares of Fully-
Diluted Common Stock then owned by such Preemptive Right Holder prior to the
issuance of such New Securities to (ii) the total number of shares of Fully-
Diluted Common Stock held by all Preemptive Right Holders prior to the issuance
of such New Securities.  Each Preemptive Right Holder shall also have a right of
over-allotment such that if any Preemptive Right Holder fails to exercise its
rights hereunder to purchase any part of its pro rata portion, the other
Preemptive Right Holders may purchase such unexercised portion on a pro rata
basis (calculated on an iterative basis if necessary) or such other basis as
such Preemptive Right Holders shall agree.  Any Preemptive Right Holder desiring
to exercise an over-allotment right shall indicate in its response to the
Corporation the number of additional New Securities up to which it will
purchase.

     (c)  With respect to the portion of the New Securities that the Preemptive
Right Holders fail to exercise their right to purchase within such 10-day
period, the Corporation shall have 90 days thereafter to sell such portion of
the New Securities, at a price and upon terms no more favorable to the
purchasers thereof than specified in the Corporation's notice to Preemptive
Right Holders pursuant to Section 2.4(b).  If the Corporation has not sold
within such 90 day period the New Securities in accordance with the foregoing,
the Corporation shall not thereafter issue or sell any New Securities for cash,
without first again offering such securities to the Preemptive Right Holders in
the manner provided above.

                                       12
<PAGE>

                                  ARTICLE III

                            TRANSFER OF SECURITIES

     3.1  General Rule.  No Party may Transfer all or any portion of its
Preferred Stock or Common Stock except as expressly permitted herein.  Any
attempted Transfer of all or any portion of Preferred Stock or Common Stock,
other than in accordance with the terms of this Agreement shall be, and is
hereby declared, null and void ab initio.

     3.2  Permitted Transfers

     (a)  Any Group A Holder or any Group B Holder may Transfer Common Stock and
Preferred Stock at any time to any Person or Persons, subject to compliance with
the provisions of Sections 3.3, 3.4, (each to the extent applicable) 3.7, and
3.8 of this Agreement.

     (b)  Notwithstanding Section 3.2(a) of this Agreement, but subject to
compliance with Sections 3.7 and 3.8 of this Agreement, any Group A Holder may,
without complying with the provisions of Sections 3.4 of this Agreement,
Transfer Common Stock or Preferred Stock at any time to any other Group A Holder
or to any Affiliate of WPEP who is not a company engaged directly in the oil and
gas business.

     (c)  Any Group C Holder may (i) after the fourth anniversary of the date of
this Agreement, effect a Voluntary Transfer of Common Stock or Preferred Stock,
subject to compliance with the provisions of Sections 3.3, 3.7, and 3.8 of this
Agreement; provided that any Group C Holder may at any time Transfer Common
Stock or Preferred Stock to the spouse or children of such Group C Holder or to
a trust for the benefit of such Group C Holder or the spouse or children of such
Group C Holder, in each case provided such transferee is an Accredited Investor,
and subject to complying with Sections 3.7 and 3.8 of this Agreement but without
complying with the provisions of Sections 3.3 of  this Agreement, and (ii) make
an Involuntary Transfer after the date hereof, subject to compliance with the
provisions of Sections 3.6, 3.7 and 3.8 of this Agreement.

     (d)  Notwithstanding anything to the contrary in this Article III, but
subject to compliance with Sections 3.7 and 3.8 of this Agreement, any Party
may, without complying with the provisions of Section 3.3 or 3.4 (to the extent
applicable to the Party), Transfer Common Stock and Preferred Stock (i) in
connection with the exercise of its co-sale rights under Section 3.4, (ii) in a
transaction governed by Section 3.5, (iii) in a Transfer governed by Section
3.6, subject to compliance therewith, or (iv) in a Transfer governed by Section
3.9, subject to compliance therewith.

     3.3  Rights of First Refusal.

     (a)  Should any Group B Holder or Group C Holder desire to effect a
Transfer (other than (i) an Involuntary Transfer or (ii) a Transfer in a
Qualified Public Offering) of any of its Shares, pursuant to a bona fide offer
from another Person (an "Acquisition Proposal"), the transferring Party shall
promptly give notice (the "ROFR Notice") thereof to the Corporation and all of
the Potential Offerors. The ROFR Notice shall set forth the following
information in

                                       13
<PAGE>

respect of the proposed Transfer: the name and address of the prospective
acquiror, each Person that controls the prospective acquiror and the purchase
price including a description of any non-cash consideration, provided that any
such non-cash consideration may only be in the form of publicly traded
securities of a Qualified Public Company.

     (b)  Each of the other Potential Offerors shall have an optional
preferential right, exercisable by giving written notice to the Transferring
Party at any time prior to the 20th day after its receipt of the ROFR Notice
(the "ROFR Acceptance Deadline"), to acquire a portion of the Shares to be
Transferred as described in the ROFR Notice.  Each Potential Offeror that
notifies the Transferring Party before the ROFR Acceptance Deadline (the "ROFR
Acceptance Notice") of its desire to exercise its preferential purchase right is
referred to as an "Accepting Party".  Each Accepting Party shall have the right
to purchase, for a cash purchase price equal to the purchase price set forth in
the ROFR Notice (with the value of any non-cash consideration contained therein
being the current market value thereof as determined in good faith by the Board
by a method deemed acceptable to it, which shall be conclusive), the number and
class of Shares (but no more than the number of Shares described in the ROFR
Notice) as may be unanimously agreed upon by all of the Accepting Parties or, in
the absence of any such agreement (which shall be deemed to be absent if a
written agreement signed by all of the Accepting Parties is not delivered to the
Transferring Party on or before the 5th Business Day following the expiration of
said 20-day period), the lesser of (i) the number of Shares that is in
proportion to each such Accepting Party's ownership of Fully-Diluted Common
Stock and (ii) the maximum number of shares of Common Stock or Preferred Stock
or other Capital Stock that such Accepting Party is willing to purchase as set
forth in its ROFR Acceptance Notice.  To the extent that the Accepting Parties
do not accept for purchase all of the Shares offered by the Transferring Party,
the remaining Shares shall be reallocated and offered to the Accepting Parties
in proportion to the Accepting Parties' ownership of Fully-Diluted Common Stock
until all of the Shares have been accepted for purchase; provided, however, that
no Accepting Parties shall be entitled to purchase any of the Shares unless the
Accepting Parties, in the aggregate, purchase all of the Shares covered by the
ROFR Notice.  The allocation and reallocation procedures contemplated in the
preceding sentence shall be completed within 10 days after the expiration of the
five Business Day period described in this Section 3.3(b).

     (c)  The closing of the purchase and sale of Shares to Accepting Parties
pursuant to the exercise of their rights of first refusal granted in this
Section 3.3 shall be at 9:00 a.m. on the 20th Business Day following the ROFR
Acceptance Deadline at the Corporation's principal office, subject to any delay
in the closing provided for below or in connection with any arbitration
conducted as contemplated in Section 3.3(a), unless the Transferring Party and
all of the Accepting Parties otherwise agree.  At the closing (unless the
closing does not occur as contemplated by the last sentence of Section 3.3(a) of
this Agreement) each Accepting Party's pro rata share of the consideration to be
paid in accordance with Section 3.3(b) of this Agreement shall be delivered by
each Accepting Party to the Transferring Party, and the Transferring Party shall
deliver to each Accepting Party such Share certificates representing the Shares
so purchased, accompanied by duly executed Share transfer powers, free and clear
of all liens, encumbrances and adverse claims with respect thereto and such
other matters as are deemed necessary by the Corporation for the proper Transfer
of such Shares so purchased to the Accepting Parties on the books of the
Corporation.

                                       14
<PAGE>

     (d)  The Corporation, the Transferring Party and each Accepting Party shall
cooperate in good faith in obtaining all necessary governmental and other third
Person approvals, waivers and consents required for the closing.  Any such
closing shall be delayed, to the extent required, until the next succeeding
Business Day following the expiration of any required waiting periods under the
HSR Act and the obtaining of all necessary governmental approvals deemed
reasonably necessary by a Party.

     (e)  If, in connection with any Transfer under this Section 3.3, any record
date for any distribution by the Corporation or any record date for the issuance
of any securities of the Corporation occurs on or after the date the
Transferring Party gives the ROFR Notice but prior to the closing of the
purchase of any Shares by Accepting Parties pursuant to this Section 3.3, then
the Accepting Parties shall be entitled to receive, unless the ROFR Notice
specifically indicated to the contrary, any such distributions or securities, as
the case may be, in respect of the Common Stock or Preferred Stock they acquire
pursuant the exercise of their preferential purchase rights, and appropriate
documentation shall be delivered at the closing by the Transferring Party to
evidence the Accepting Parties' right to receive such distributions or
securities.

     (f)  Subject to compliance with the provisions of Sections 3.7 and 3.8 of
this Agreement, if after completion of the foregoing procedures under this
Section 3.3, the Potential Offerors fail to elect to purchase all of the Shares
subject to the right of first refusal, the Transferring Party may, at any time
within 90 days after the ROFR Acceptance Deadline, Transfer all (but not less
than all) of the Shares to the proposed transferee under the Acquisition
Proposal on terms no more favorable to such transferee than those set forth in
the ROFR Notice and offered to the Accepting Parties.  After the expiration of
such 90-day period, the Transferring Party may not Transfer any of the Shares
described in the ROFR Notice without complying again with the provisions of this
Agreement if and to the extent then applicable.

     3.4  Co-Sale Provisions.

     (a)  If any Group A Holder proposes to Transfer Common Stock or Preferred
Stock for value (such Person being referred to herein as a "Transferor") other
than (i) a Transfer in a Qualified Public Offering, (ii) Transfers permitted in
Sections 3.2(b) of this Agreement, or (iii) any Transfer governed by the
provisions of Section 3.5, then such Transferor shall offer (the "Participation
Offer") to include in the proposed Transfer a number of Common Stock or
Preferred Stock, as the case may be, designated by any Party but excluding the
Transferor (each, a "Potential Co-Sale Person"), not to exceed, in respect of
any such Potential Co-Sale Person, the product (rounded to the nearest whole
Share) of (A) the aggregate number of Common Stock or Preferred Stock, as the
case may be, to be sold by the Transferor to the proposed transferee (the
"Proposed Transferee") and (B) a fraction with a numerator equal to the number
of Fully-Diluted Common Stock owned by such Potential Co-Sale Person and a
denominator equal to the number of Fully-Diluted Common Stock owned by the
Transferor and all Potential Co-Sale Persons.

     (b)  The Transferor shall give written notice to each Potential Co-Sale
Person of the Participation Offer (the "Transferor's Notice") at least 15 days
prior to the proposed Transfer.  The Transferor's Notice shall specify the
Proposed Transferee, the number of Common Stock or

                                       15
<PAGE>

Preferred Stock to be Transferred to such Proposed Transferee, the amount and
type of consideration to be received therefor (including whether and how such
consideration may vary depending upon the number of shares of Common Stock to be
included hereunder with respect to a proposed Transfer of Preferred Stock), and
the place and date on which the Transfer is to be consummated. Each Potential
Co-Sale Person who wishes to include Common Stock or Preferred Stock in the
proposed Transfer in accordance with the terms of this Section 3.4 shall so
notify the Transferor not more than 10 days after its receipt of the
Transferor's Notice. The Participation Offer shall be conditioned upon the
Transferor's Transfer of Shares pursuant to the transactions contemplated in the
Transferor's Notice with the Proposed Transferee named therein. If any Potential
Co-Sale Person has accepted the Participation Offer, the Transferor shall reduce
to the extent necessary the number of Shares it otherwise would have sold in the
proposed sale so as to permit each Potential Co-Sale Person to sell the number
of Shares that they are entitled to sell under this Section 3.4, and the
Transferor and each Potential Co-Sale Person shall sell the number of Shares
specified in the Participation Offer to the Proposed Transferee in accordance
with the terms of such sales set forth in the Transferor's Notice. In the event
of a Transfer governed by this Section 3.4 of Preferred Stock, Potential Co-Sale
Persons shall have the right to include either Preferred Stock or Common Stock
in such sale on an Equivalent Basis; provided, however, that a Party may not
include Common Stock in a Transfer of Preferred Stock without first including
all shares of Preferred Stock owned by it or its Affiliates.

     3.5  Drag Along Rights.

     (a)  For as long as the Group A Holders, taken together, are the largest
holder of Fully-Diluted Common Stock, then, subject to paragraph (c) below, in
connection with any Transfer for value of all of the shares of Common Stock and
Common Stock Equivalents owned by the Group A Holders to any Person other than
an Affiliate of a Group A Holder, the Group A Holders shall have the right to
require all other Parties to sell all, but not less than all, of their shares of
Common Stock and Preferred Stock on the terms described in paragraph (b) below;
provided that the relative value of the Common Stock and Preferred Stock shall
be determined on an Equivalent Basis.  In lieu of requiring all other Parties to
sell Shares pursuant to the foregoing, the Group A Holders may at their option
require such Parties instead to vote in favor of a merger, consolidation or
other statutory transaction that would be equivalent to a transfer of all of the
Shares that would be subject to this Section 3.5, and/or to waive any statutory
dissenters' rights of appraisal under the Delaware General Corporation Law or
otherwise with respect to such a transaction.

     (b)  In connection with any proposed Transfer subject to this Section 3.5,
the Group A Holders shall give written notice to each other Party at least
twenty (20) days prior to such Transfer, which notice shall specify the amount
and type of consideration to be received for the Common Stock and Preferred
Stock to be received by the Group A Holders in connection with such Transfer,
and the place and date on which the Transfer is expected to be consummated (a
"Drag-Along Notice").  The consideration to be received by the Parties other
than the Group A Holders in a Transfer governed by this Section 3.5 shall be
equal to the consideration to be received by the Group A Holders (subject to
paragraph (a) above) as reflected in the Drag-Along Notice.

                                       16
<PAGE>

     (c)  Each Party to a Transfer pursuant to this Section 3.5 shall not be
required to make any representations or warranties in connection with such
Transfer other than representations and warranties as to (i) such Person's
ownership of the shares of Common Stock and Preferred Stock to be Transferred
free and clear of all liens, claims and encumbrances, (ii) such Party's power
and authority to effect such Transfer, and (iii) such matters pertaining to
compliance with securities laws as the transferee may reasonably require.

     (d)  The closing of such purchase by the transferee shall be on the same
date that the transferee acquires securities from the Group A Holders (it being
acknowledged that in no event shall the Group A Holders be obligated to Transfer
any securities and the other Parties shall not be obligated to Transfer any
securities unless and until the Group A Holders Transfer securities hereunder),
provided that such other Parties are given twenty (20) days advance notice of
such closing; provided further, however, that any such closing shall be delayed,
to the extent required until two Business Days following the expiration of any
required waiting periods under the HSR Act and the obtaining of all other
governmental approvals reasonably deemed necessary by a Party.

     (e)  Each Party who participates in a Transfer pursuant to this Section 3.5
shall promptly perform, whether before or after any such closing, such
additional acts (including, without limitation, executing and delivering
additional documents) as are reasonably required to effect more fully the
transactions contemplated by this Section 3.5.

     3.6  Involuntary Transfers.

     (a)  In the event of an Involuntary Transfer of any Common Stock or
Preferred Stock by a Group C Holder, such Group C Holder shall give written
notice (an "Involuntary Transfer Notice") to the Corporation promptly after the
occurrence of the event which caused such Involuntary Transfer.  After receipt
of an Involuntary Transfer Notice, the Corporation shall have the option for 90
days from the date of receipt of the Involuntary Transfer Notice to elect to
purchase such Group C Holder's Shares within such 90-day period at their fair
market value.  As used herein, "fair market value" shall mean such reasonable
and fair value as determined in good faith by the Board using a generally
accepted method of valuation.  In the event of the death of a Group C Holder,
any Transfer of the Common Stock or Preferred Stock to the Group C Holder's
spouse or descendants shall not be subject to this Section 3.6 (but shall be
subject to Sections 3.7 and 3.8).  In the event that a Group C Holder's
employment with the Corporation is terminated by the Corporation for
"Misconduct" within the meaning of his or her employment agreement (or for
reason substantially equivalent to "Misconduct" as defined in the Employment
Agreements entered into between the Corporation and the Management Group on or
about the date of this Agreement), as determined in good faith by the Board),
such event shall be deemed to be an Involuntary Transfer for purposes of this
Section 3.6 and Group C Holder shall be required to offer to sell his Common
Stock and Preferred Stock to the Corporation in compliance with this Section
3.6.

     (b)  In the event of an Involuntary Transfer of any Common Stock or
Preferred Stock by a Group B Holder, such Group B Holder shall give written
notice (an "Involuntary Transfer Notice") to the Group A Holders promptly after
the occurrence of the event which caused such Involuntary Transfer.  After
receipt of an Involuntary Transfer Notice, the Group A Holders shall

                                       17
<PAGE>

have the option for 90 days from the date of receipt of the Involuntary Transfer
Notice to elect to purchase such Group B Holder's Shares, on a pro rata basis
among themselves or on such other basis as they shall agree, within such 90-day
period at their fair market value. As used herein, "fair market value" shall
mean such reasonable and fair value as determined in good faith by the Board
using a generally accepted method of valuation. In the event of the death of an
individual Group B Holder, any Transfer of the Common Stock or Preferred to the
Group B Holder's spouse or descendants shall not be subject to this Section 3.6
(but shall be subject to Sections 3.7 and 3.8). In lieu of requiring a sale of
Shares pursuant to the foregoing, the Group A Holders may at their option
require the Group B Holders instead to vote in favor of a merger, consolidation
or other statutory transaction that would be equivalent to a transfer of all of
the Shares that would be subject to this Section 3.6(b), and/or to waive any
statutory dissenters' rights of appraisal under the Delaware General Corporation
Law or otherwise with respect to such a transaction.

     (c)  In the event of an Involuntary Transfer of any Common Stock or
Preferred Stock by a Group A Holder, such Group A Holder shall give an
Involuntary Transfer Notice to the Group B Holders promptly after the occurrence
of the event which caused such Involuntary Transfer.  After receipt of an
Involuntary Transfer Notice, the Group B Holders shall have the option for 90
days from the date of receipt of the Involuntary Transfer Notice to elect to
purchase such Group A Holder's Shares, on a pro rata basis among themselves or
on such other basis as they shall agree, within such 90-day period at their fair
market value.  As used herein, "fair market value" shall mean such reasonable
and fair value as determined in good faith by the Board using a generally
accepted method of valuation.  In the event of the death of an individual Group
A Holder, any Transfer of the Common Stock or Preferred to the Group A Holder's
spouse or descendants shall not be subject to this Section 3.6 (but shall be
subject to Sections 3.7 and 3.8).

     (d)  The closing of any purchase pursuant to Section 3.6 shall be on the
Business Day specified by the Corporation, in the case of clause (a), or the
Group A Holders, in the case of clause (b), or the Group B Holders, in the case
of clause (c), provided that the Transferring Party is given twenty (20) days
advance notice of such closing; provided further, however, that any such closing
shall be delayed, to the extent required until two Business Days following the
expiration of any required waiting periods under the HSR Act and the obtaining
of all other governmental approvals reasonably deemed necessary by a Party.
Each Party who participates in a Transfer pursuant to this Section 3.6 shall
promptly perform, whether before or after any such closing, such additional acts
(including, without limitation, executing and delivering additional documents)
as are reasonably required to effect more fully the transactions contemplated by
this Section 3.6.

     3.7  Conditions to Permitted Transfers; Continued Applicability of
Agreement.

     (a)  As a condition to any Transfer permitted under this Agreement, any
transferee (other than any transferee that is then a Party) of Common Stock or
Preferred Stock shall be required to become a party to this Agreement, by
executing (together with such Person's spouse, if applicable) an Adoption
Agreement in substantially the form of Annex A to this Agreement.  If any Person
acquires Common Stock or Preferred Stock from a Person in a Transfer,
notwithstanding such Person's failure to execute an Adoption Agreement in
accordance with the

                                       18
<PAGE>

preceding sentence (whether such Transfer resulted by operation of law or
otherwise), such Person and such Common Stock and Preferred Stock shall be
subject to this Agreement.

     (b)  The Parties hereby acknowledge that any Person that acquires Common
Stock pursuant to the exercise of options under the Stock Option Plan shall be
required to become a party to this Agreement, by executing (together with such
Persons' spouse, if applicable) an Adoption Agreement.

     3.8  Transfers Subject to Compliance with Securities Act.  No Common Stock
or Preferred Stock may be Transferred by a Person (other than pursuant to an
effective registration statement under the Securities Act) unless such Person
first delivers to the Corporation an opinion of counsel, which opinion of
counsel shall be reasonably satisfactory to the Corporation, to the effect that
such Transfer is not required to be registered under the Securities Act.

     3.9  Transfer by Pledge.  No Shares shall be pledged or otherwise
voluntarily encumbered unless the following procedure are followed:

     (a)  The Corporation shall receive notice at least 3 Business days prior to
any pledge or encumbrance of Shares specifying the person to whom the Shares
will be pledged or otherwise encumbered and the location at which the
certificates representing the Shares will be held;

     (b)  The Corporation shall be provided, promptly upon execution by the
pledging Party, with copies of all security agreements relating to the pledged
Shares and a summary of any oral agreements affecting the Shares, all as amended
from time to time;

     (c)  The pledging Party and the secured party under the pledge or
encumbrance (including any trustees or agents for the secured party) shall
execute and deliver an agreement in form and substance reasonably satisfactory
to the nonpledging Parties and the Corporation to the effect that (i) those
Persons agree to be bound by the terms of this Agreement, (ii) the secured party
shall notify the Corporation and nonpledging Parties of the date, time and
location of any foreclosure upon pledged or encumbered Shares at least sixty
(60) days prior to the foreclosure, (iii) that any notice of foreclosure shall
be deemed to be an Involuntary Transfer subject to Section 3.6, and (iv) if the
Persons entitled to purchase such Shares under Section 3.6 elects to purchase
the pledged Shares within the sixty (60) day period, the foreclosure shall not
be held and the pledged Shares shall be sold and delivered by the pledging Party
and the secured party to the Persons entitled to purchase such Shares under
Section 3.6 in accordance with Section 3.6.  If for any reason the pledged
Shares are foreclosed upon, the foreclosure shall be considered an Involuntary
Transfer and the provisions of Section 3.6 shall govern.

     3.10 Matters Relating to CHEX Sub.  CHEX represents to the Parties that it
directly owns 100% of the outstanding Capital Stock of CHEX Sub, and agrees
that, notwithstanding anything to the contrary in this Agreement, (i) it will
not Transfer any shares of Capital Stock of CHEX Sub or permit any other Person
to own or have any right to acquire any shares of Capital Stock of CHEX Sub,
(ii) it will not permit CHEX Sub to hold any assets other than Shares or cash or
to incur any liabilities or engage in any business activity other than
ministerial activities and activities incident to its ownership of Shares, and
(iii) it will take whatever actions shall be

                                       19
<PAGE>

required to cause CHEX Sub to perform its obligations under this Agreement. CHEX
further agrees that any certificates representing shares of Capital Stock of
CHEX Sub will bear a legend to the effect the effect that the shares represented
by such certificate are subject to the transfer restrictions set forth in this
Agreement.

                                  ARTICLE IV

                             REGISTRATION OF STOCK

     4.1  Registration Rights.  The Corporation hereby grants to each Party the
applicable registration rights with respect to Common Stock and Preferred Stock
set forth in Exhibit A hereto (and such Exhibit A is incorporated herein by
reference).

                                   ARTICLE V

                     CERTAIN COVENANTS OF THE CORPORATION

     5.1  Financial Statements.  The Corporation covenants that it will deliver
to any Party owning at least 20% of the Fully-Diluted Common Stock:

     (a)  as soon as practicable and in any event within 30 days after the end
of each quarterly period (other than the last quarterly period) in each fiscal
year, consolidated and consolidating statements of income, changes in
stockholders' equity and changes in financial position of the Corporation and
its subsidiaries for such quarterly period and for the period from the beginning
of the current fiscal year to the end of such quarterly period and a
consolidated and consolidating balance sheet of the Corporation and its
subsidiaries as at the end of such quarterly period, setting forth in each case
in comparative form figures for the corresponding period in the preceding fiscal
year, all in reasonable detail and in satisfactory scope to the Board of
Directors and prepared in accordance with United States generally accepted
accounting principles ("GAAP") on a basis consistent with past practice, and in
each case certified by the chief financial officer or chief executive officer of
the Corporation as fairly presenting the financial condition of the Corporation
and its subsidiaries, subject to the changes resulting from audit and year-end
adjustments; and

     (b)  as soon as practicable and in any event within 60 days after the end
of each fiscal year, consolidated and consolidating statements of income,
changes in stockholders' equity and changes in financial position of the
Corporation and its subsidiaries for such year, and a consolidated and
consolidating balance sheet of the Corporation and its subsidiaries as at the
end of such year, setting forth in each case in comparative form corresponding
figures from the preceding annual audit, all in reasonable detail and
satisfactory in scope to the Board of Directors, and in each case audited for
the Corporation by Pricewaterhouse Coopers, LLC, or other independent public
accountants of recognized national standing selected by the Corporation and
approved by the Required Holders, whose report shall state that such
consolidated financial statements present fairly the results of operations and
cash flows of the Corporation and its subsidiaries in accordance with GAAP on a
basis consistent with prior years and that the examination by such accountants
has been made in accordance with generally accepted auditing standards.

                                       20
<PAGE>

     5.2  Books and Records; Inspection Rights.  The Corporation will keep, and
will cause each of its subsidiaries to keep, proper books of record and accounts
in which full, true and correct entries in conformity with GAAP shall be made of
all dealings and transactions in relation to its business and activities.  The
Corporation covenants that through contacts with the Corporation's chief
executive officer or a process approved by the chief executive officer, the
Corporation will permit representatives of WPEP and CHEX Sub (including
representatives of CHEX), each so long as each of them owns at least 20% of the
Fully-Diluted Common Stock, to visit and inspect the properties of the
Corporation and its subsidiaries, to examine the corporate, financial, operating
and other internal management records of the Corporation and its subsidiaries
and make copies thereof or extracts therefrom and to discuss the affairs,
finances and accounts of such corporations with the Directors, officers and
independent accountants of the Corporation and its subsidiaries, all at such
reasonable times as such Parties may reasonably request.

     5.3  Cooperation with CHEX.  For as long as CHEX Sub owns at least 20% of
the Fully-Diluted Common Stock, the Corporation will cooperate with CHEX and use
its reasonable efforts to furnish information on the status and operations of
the Corporation that CHEX reasonably deems necessary to satisfy its public
reporting requirements.

     5.4  Reserve and Operating Reports .  For as long as CHEX Sub owns at least
20% of the Fully-Diluted Common Stock:  (a) on or before February 28 of each
calendar year, the Corporation will furnish to CHEX a reserve report, prepared
as of the preceding December 31, by independent petroleum engineers chosen by
the Corporation, evaluating all oil and gas properties and interests owned by
the Corporation; (b) the Corporation will promptly furnish to CHEX copies of
such additional reserve reports with respect to the Corporation's oil and gas
interests as may be prepared from time to time by or on behalf of the
Corporation; and (c) within 30 days after the end of each month, the Corporation
will furnish CHEX a report describing by lease or unit the gross volume of
production and sales of production from or attributable to the Corporation's oil
and gas interests during the preceding month and describing the revenues
received and the severance taxes, other taxes, leasehold operating expenses and
capital costs attributable to the such interests and incurred during the
preceding month, to the extent such information is then available to the
Corporation.

     5.5  Statutory Rights.  The provisions of this Article V shall not be in
limitation of any rights which any Party may have with respect to the books and
records of the Corporation and its subsidiaries, if any, or to inspect their
properties or discuss their affairs, finances and accounts, under the laws of
the jurisdictions in which they are incorporated.

                                  ARTICLE VI

                                  TERMINATION

     6.1  Termination.  The provisions of Article II, Article III (other than
Section 3.8), and Article V of this Agreement shall terminate in respect of all
Parties (a) after the consummation of a Qualified Public Offering, (b) upon
consummation of a merger or other business combination involving the Corporation
whereby the Common Stock becomes (whether by conversion, exchange or otherwise)
a security that is listed or admitted to trading on the New

                                       21
<PAGE>

York Stock Exchange or another national securities exchange or is quoted or
admitted to trading on the National Market System of the National Association of
Securities Dealers, Inc., or a security whose market price is available through
the National Quotation Bureau Incorporation or a similar generally accepted
reporting service, (c) upon the written consent of the Required Holders, (d)
upon the dissolution, liquidation, or winding-up of the Corporation, or (e) upon
consummation of a transaction contemplated by Section 3.5. A Person who ceases
to own any Common Stock or Preferred Stock shall cease to be a Party and shall
have no further rights under this Agreement, but shall remain subject to Section
7.6 hereof.

                                  ARTICLE VII

                                 MISCELLANEOUS

     7.1  Amendment.  This Agreement may only be altered, supplemented, amended
or waived by the written consent of the Required Holders; provided, however,
that in no event shall any amendment impose any additional material obligation
on any Party without such Party's written consent; provided further, however,
(i) any Party may (without the consent of any other Person) waive, in writing,
any obligation owed to it hereunder by any other Party or the Corporation, and
(ii) any Party may (without the consent of any other Person) waive, in writing,
any right it has hereunder.

     7.2  Specific Performance.  The Parties and the Corporation recognize that
the obligations imposed on them in this Agreement are special, unique, and of
extraordinary character, and that in the event of breach by any party, damages
will be an insufficient remedy; consequently, it is agreed that the Parties and
the Corporation may have specific performance and injunctive relief (in addition
to damages) as a remedy for the enforcement hereof, without proving damages.

     7.3  Assignment. Except as otherwise expressly provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the Parties and the Corporation.
No such assignment shall relieve the assignor from any liability hereunder.  Any
purported assignment made in violation of this Section 7.3 shall be void and of
no force and effect.

     7.4  Legends.  (a)  Each certificate for Common Stock or Preferred Stock
shall include a legend in substantially the following form:

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT
     HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM
     REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL
     REASONABLY SATISFACTORY TO THE CORPORATION SHALL HAVE BEEN DELIVERED TO THE
     CORPORATION TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE
     REGISTERED UNDER THE SECURITIES ACT).

                                       22
<PAGE>

     THIS SECURITY IS SUBJECT TO CERTAIN VOTING AGREEMENTS, RESTRICTIONS ON
     TRANSFER, AND OTHER TERMS AND CONDITIONS SET FORTH IN THE STOCKHOLDERS
     AGREEMENT, DATED AS OF OCTOBER 11, 2000, A COPY OF WHICH MAY BE OBTAINED
     FROM THE CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICES.

     (b)  A restriction on transfer of shares set forth in such legends (a
"Restriction") shall cease and terminate as to any particular shares when, in
the opinion of the Corporation and counsel reasonably satisfactory to the
Corporation (which opinion shall be delivered to the Corporation in writing),
such Restriction is no longer required.  Whenever such Restriction shall cease
and terminate as to any shares, the holder thereof shall be entitled to receive
from the Corporation, without expense to such holder, new certificate(s) not
bearing a legend stating such Restriction.

     7.5  Notices.  Any and all notices, designations, consents, offers,
acceptances, or other communications provided for herein (each a "Notice") shall
be given in writing by overnight courier, telegram, or telecopy which shall be
addressed, or sent, to the respective addresses as follows (or such other
address as the Corporation or any Party may specify to the Corporation and all
other Parties by Notice):

The Corporation:    Gryphon Exploration Company
                    Two Allen Center
                    1200 Smith Street, Suite 1740
                    Houston, Texas 77002
                    Attention: Chief Executive Officer
                    Telecopy:  (713) 659-5459

CHEX:               Cheniere Energy, Inc.
                    Two Allen Center
                    1200 Smith Street, Suite 1740
                    Houston, Texas 77002
                    Attention: Charif Souki

Each  Party:        To such address or telecopy number of such Party as is set
                    forth on Schedule I hereto or as such Party provides by
                             ----------
                    notice to the Corporation and all other Parties or, if such
                    address is not so provided, to such Party's address as is
                    reflected on the stock transfer records of the Corporation
                    at such time.

All notices shall be deemed effective and received (a) if given by telecopy,
when such telecopy is transmitted to the telecopy number specified above and
receipt thereof is confirmed; (b) if given by overnight courier, on the business
day immediately following the day on which such notice is delivered to a
reputable overnight courier service; or (c) if given by telegram, when such
notice is delivered at the address specified above.  Until consummation of a
Qualified Public Offering, in order to effectuate the purposes of this
Agreement, the Corporation agrees that (i) it will maintain a record of the
names and addresses of the Parties and the number of shares of Common Stock and
Preferred Stock owned by the Parties and by Group A Holders,

                                       23
<PAGE>

Group B Holders and Group C Holders, (ii) at the request of any Party, it will
provide such Party with a copy of the record, (iii) it will promptly notify the
Parties in the event the Corporation receives notice that any shares of Common
Stock or Preferred Stock have been (or have purported to be) Transferred by or
to any Party (including the name of the transferor and transferee or purported
transferor or transferee and the number of shares transferred or purported to be
transferred), (iv) it will not register, in the name of any Person, any shares
subject to this Agreement unless the transferor and transferee have complied
with the terms of this Agreement and (v) it will not issue to any Person any
stock certificate representing shares subject to this Agreement unless the
legend referred to in Section 7.4 is set forth thereon.

     7.6  Confidentiality.  The Parties shall, and shall cause their respective
officers, directors, employees, and agents and the subsidiaries of the Parties
and their respective officers, directors, employees, and agents to, hold
confidential and not use in any manner detrimental to the Corporation or any of
its subsidiaries all information they may have or obtain concerning the
Corporation or any of its subsidiaries and their respective assets, business,
operations, or prospects or the arrangements among the Parties and the
Corporation; provided, however, that the foregoing obligation to hold such
information confidential shall not apply to (a) information that is or becomes
generally available to the public other than as a result of a disclosure by a
Party or any of its employees, agents, accountants, legal counsel, or other
representatives, (b) information that is or becomes available to a Party or any
of its employees, agents, accountants, legal counsel, or other representatives
on a non-confidential basis prior to its disclosure by the Corporation or its
employees, agents, accountants, legal counsel, or other representatives, and (c)
information that is required to be disclosed by a Party or any of its employees,
agents, accountants, legal counsel, or other representatives as a result of any
applicable law (including public reporting requirements under federal and state
securities laws); provided further, however, that in the event information is
required to be disclosed pursuant to clause (c), the Party proposing such
disclosure shall provide the Board of Directors an opportunity, reasonably in
advance of any such disclosure, to review and comment on the form and content of
such proposed disclosure.

     7.7  Counterparts.  This Agreement may be executed in one or more
counterparts and each  counterpart shall be deemed to be an original and which
counterparts together shall constitute one and the same agreement of the parties
hereto.

     7.8  Section Headings.  Headings contained in this Agreement are inserted
only as a matter of convenience and in no way define, limit, or extend the scope
or intent of this Agreement or any provisions hereof.

     7.9  Choice of Law.  This Agreement shall be governed by the internal laws
of the State of Delaware without regard to the principles of conflicts of laws
thereof.

     7.10 Entire Agreement.  This Agreement, and the agreements referred to
herein, contain the entire understanding of the parties hereto respecting the
subject matter hereof and supersedes all prior agreements, discussions and
understandings with respect thereto.

                                       24
<PAGE>

     7.11  Cumulative Rights.  The rights of the Parties and the Corporation
under this Agreement are cumulative and in addition to all similar and other
rights of the parties under other agreements.

     7.12  Severability.  If any term, provision, covenant, or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the remainder of the terms, provisions, covenants, and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired, or invalidated.

     7.13  Binding Effect.  Subject to the restrictions on Transfers set forth
in this Agreement, this Agreement is binding on and inures to the benefit of the
Parties and their respective heirs, legal representatives, successors, and
assigns.

     7.14  Corporate Opportunity Matters.  In accordance with Section 122,
paragraph (17) of the Delaware General Corporation Law (or any successor statute
thereto), the Corporation hereby renounces any interest or expectancy in any
business opportunity (including specifically any business opportunity of a type
that is similar to or related to any business activity that is conducted or may
be conducted by the Corporation) that is pursued by (a) WPEP or any of its
officers, directors, partners or Affiliates, or any person acting on WPEP's
behalf as a director or manager of any Person, including the Corporation (each,
a "WPEP Person"), or any other Person that may be deemed to be controlled by any
WPEP Person or WPEP Persons, other than any business opportunity that is brought
to the attention of such WPEP Person by an officer or employee of or consultant
to the Corporation acting in his capacity as such, or (b) CHEX or any of its
officers, directors, shareholders or Affiliates, or any person acting on CHEX's
behalf as a director or manager of any Person, including the Corporation (each,
a "CHEX Person"), or any other Person that may be deemed to be controlled by any
CHEX Person or CHEX Persons, other than any business opportunity that is brought
to the attention of such CHEX Person by an officer or employee of or consultant
to the Corporation acting in his capacity as such; provided that (i) if such
opportunity is separately identified by a WPEP Person or CHEX Person or
separately presented to a WPEP Person or CHEX Person by a person other than a
Board designee of CHEX or WPEP (a "Designee"), such CHEX Person or WPEP Person
shall be free to pursue such opportunity even if it also came to the Designee's
attention as a result of and in his or her capacity as a director of the
Corporation and (ii) if such opportunity is presented to or identified by a
Designee other than as a result of and in his or her capacity as a director of
the Corporation, a WPEP Person or CHEX Person shall be free to pursue such
opportunity even if it also came to the Designee's attention as a result of and
in his or her capacity as a director of the Corporation.  Nothing in this
Agreement will allow a Board member to usurp a corporate opportunity solely for
his or her personal benefit.  All of the forgoing shall be subject to any
limitations set forth in Section 5(d) of the Contribution Agreement.  The
Corporation shall not be prohibited from pursuing any business opportunity with
respect to which it has renounced any interest or expectancy as a result of this
Section 7.14.

     7.15  Further Assurances.  In connection with this Agreement and the
transactions contemplated hereby, each Party shall execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform the provisions of this
Agreement and those transactions.

                                       25
<PAGE>

     7.16  Spouses.  Each reference herein to the Shares owned by a Party
includes the community property interest of such Party's spouse (if any) (each,
a "Spouse") in such Shares.  The obligation of a Party to vote such Shares in
the manner set forth herein includes an obligation on the part of such Party's
Spouse to vote such Spouse's community property interest in such stock in the
same manner.  Each Spouse is fully aware of, understands and fully consents and
agrees to the provisions of this Agreement and its binding effect upon any
community property interest such Spouse may now or hereafter own.  Each Spouse
agrees that the termination of his or her marital relationship with a Party for
any reason shall not have the effect of removing any Shares of the Corporation
otherwise subject to this Agreement from its coverage.  Each Spouse's awareness,
understanding, consent and agreement are evidenced by the execution of this
Agreement by such Spouse.  In addition, each Spouse hereby acknowledges that the
Corporation and the Parties may desire to amend this Agreement from time to
time, and such Spouse hereby appoints his or her spouse as his or her true and
lawful proxy and attorney, with full power of substitution to enter into any
such amendment to this Agreement.  Such proxy is irrevocable and will survive
the death, incompetency, and disability of such Spouse, provided that upon
termination of this Agreement pursuant to Section 6.1 or otherwise, the above
authorized proxy shall become null and void.  Each such Spouse agrees, for such
Spouse and such Spouse's heirs, executors, administrators, guardians and other
personal representatives, to offer for sale all Shares now owned or hereafter
acquired by such Spouse upon the happening of the events and on the terms and
conditions set forth in this Agreement.

                                       26
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                              CHENIERE ENERGY, INC.


                              By:____________________________________


                              CHENIERE-GRYPHON
                              MANAGEMENT, INC.


                              By:____________________________________


                              GRYPHON EXPLORATION COMPANY


                              By:____________________________________

                              WARBURG, PINCUS EQUITY
                              PARTNERS, L.P.
                              By:  Warburg Pincus & Co., Inc., its
                                   general partner

                              By:____________________________________

                              WARBURG, PINCUS NETHERLANDS
                              EQUITY PARTNERS I, C.V, L.P.
                              By:  Warburg Pincus & Co., Inc., its
                                   general partner

                              By:____________________________________

                              WARBURG, PINCUS NETHERLANDS
                              EQUITY PARTNERS II, C.V, L.P.
                              By:  Warburg Pincus & Co., Inc., its
                                   general partner

                              By:____________________________________

                                       27
<PAGE>

                              WARBURG, PINCUS NETHERLANDS
                              EQUITY PARTNERS III, C.V, L.P.
                              By:  Warburg Pincus & Co., Inc., its
                                   general partner

                              By:___________________________________________



                              MICHAEL L. HARVEY


                              ______________________________________________

                              ______________________________________________
                              Spouse (for purposes of Section 7.16)


                              RON A. KRENZKE


                              ______________________________________________

                              ______________________________________________
                              Spouse (for purposes of Section 7.16)

                                       28
<PAGE>

                                  SCHEDULE I

                                INITIAL Parties

<TABLE>
<CAPTION>
                                              No. of shares of           No. of shares of
            Stockholder                       Preferred Stock              Common Stock
            -----------                       ---------------              ------------
<S>                                           <C>                        <C>
Warburg, Pincus Equity Partners, L.P.              23,578                       0
466 Lexington Avenue
10th Floor
New York, NY 10017

Warburg, Pincus Netherlands Equity                    748                       0
Partners I, C. V.
466 Lexington Avenue
10th Floor
New York, NY 10017

Warburg, Pincus Netherlands Equity                    499                       0
Partners II, C. V.
466 Lexington Avenue
10th Floor
New York, NY 10017

Warburg, Pincus Netherlands Equity                    125                       0
Partners III, C. V.
466 Lexington Avenue
10th Floor
New York, NY 10017

Cheniere-Gryphon Management, Inc.                       0                 145,600
1200 Smith Street
Suite 1740
Houston, TX  77002

Michael Harvey                                         25                       0
#1 Ourlane Court
Houston, TX  77024

Ron A. Krenzke                                         25                       0
5151 Edloe, #14202
Houston, TX  77005
</TABLE>
<PAGE>

                                  SCHEDULE II

                                 INITIAL BOARD


     Peter R. Kagan
     Howard H. Newman
     Charif Souki
     Michael L. Harvey
     Charles M. Reimer
<PAGE>

                                    ANNEX A

                              ADOPTION AGREEMENT

     This Adoption Agreement ("Adoption") is executed pursuant to the terms of
the Stockholders Agreement of Gryphon Exploration Company (the "Corporation")
dated as of October 11, 2000, a copy of which is attached hereto (the
"Stockholders Agreement"), by the transferee ("Transferee") executing this
Adoption.  By the execution of this Adoption, the Transferee agrees as follows:

     1.   Acknowledgment.  Transferee acknowledges that Transferee is acquiring
          --------------
certain shares of Common Stock or Preferred Stock from the Corporation or a
stockholder of the Corporation, subject to the terms and conditions of the
Stockholders Agreement.  Capitalized terms used herein without definition are
defined in the Stockholders Agreement and are used herein with the same meanings
set forth therein.

     2.   Agreement.  Transferee (a) agrees that the shares of Common Stock or
          ----------
Preferred Stock acquired by Transferee shall be bound by and subject to the
terms of the Stockholders Agreement and (b) hereby joins in, and agrees to be
bound by, the Stockholders Agreement with the same force and effect as if he
were originally a party thereto.

     3.   Notice.  Any notice required as permitted by the Stockholders
          ------
Agreement shall be given to Transferee at the address listed beside Transferee's
signature below.

     4.   Joinder.  The spouse of the undersigned Transferee, if applicable,
          -------
executes this Adoption to acknowledge its fairness and that it is in such
spouse's best interests, and to bind such spouse's community interest, if any,
in the shares of Common Stock or Preferred Stock to the terms of the
Stockholders Agreement.

     EXECUTED AND DATED on this ____ day of _________________, _______.

                                        TRANSFEREE:

                                        By:_____________________________________
                                        Notice
                                        Address:________________________________

                                                ________________________________

                                                ________________________________

                                        SPOUSE:

                                        By:_____________________________________
<PAGE>

                                   EXHIBIT A

                                      to
                            STOCKHOLDERS AGREEMENT
                               (the "Agreement")
                         dated as of October 11, 2000
                                 by and among
                          GRYPHON EXPLORATION COMPANY
                                      and
                           THE OTHER PARTIES THERETO

                              REGISTRATION RIGHTS


     Except as otherwise set forth below, terms defined in the Agreement are
used herein as therein defined.

1.   Definitions.
     -----------

     "Demand Holder" means any Group A Demand Holder or Group B Demand Holder.
      -------------

     "Demand Registration" has the meaning set forth in Section 2(a) below.
      -------------------

     "Demand Request" has the meaning set forth in Section 2(a) below.
      --------------

     "Demand Shelf Registration" has the meaning set forth in Section 2(a)
      -------------------------
below.

     "Group A Demand Holder" means a Group A Holder or group of Group A Holders
      ---------------------
that own a majority of the Fully-Diluted Common Stock owned by all Group A
Holders, based solely on Registrable Securities owned by all Group A Holders.

     "Group B Demand Holder" means a Group B Holder or group of Group B Holders
      ---------------------
that own a majority of the Fully-Diluted Common Stock owned by all Group B
Holders, based solely on Registrable Securities owned by all Group B Holders.

     "Holder" means a Group A Holder, a Group B Holder or a Group C Holder who
      ------
holds Registrable Securities; provided, however, that a Person shall cease to be
a Holder if and when such Person owns Common Stock and Common Stock Equivalents
representing (i) less than four percent of the Fully-Diluted Common Stock and
all Registrable Securities then owned by such Person are eligible for resale
pursuant to Rule 144(k) (or any successor rule) under the Securities Act, or
(ii) less than two percent of the Fully-Diluted Common Stock and all Registrable
Securities then owned by such Person are eligible for resale pursuant to Rule
144 (or any successor rule) under the Securities Act, then in each such case the
Registrable Securities owned by such Person shall cease to be Registrable
Securities and such Person shall cease to be a Holder.
<PAGE>

     "Indemnified Party" has the meaning set forth in Section 7(c) below.
      -----------------

     "Indemnifying Party" has the meaning set forth in Section 7(c) below.
      ------------------

     "Initial Registration Time" has the meaning set forth in Section 2(a)(i)
      -------------------------
below.

     "Initial Public Offering" means a consummated public offering of Common
      -----------------------
Stock which is underwritten on a firm commitment basis by one or more
Underwriters.

     "Inspectors" has the meaning set forth in Section 5(j) below.
      ----------

     "Material Adverse Effect" has the meaning set forth in Section 2(d) below.
      -----------------------

     "Records" has the meaning set forth in Section 5(j) below.
      -------

     "Registrable Securities" means all shares of Common Stock of the
      ----------------------
Corporation issued pursuant to the Contribution Agreement and any shares of
Common Stock into which Preferred Stock is convertible or exchangeable, and any
other securities issued or issuable with respect to such securities by way of a
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or reorganization; provided that any
Registrable Security will cease to be a Registrable Security when (a) a
registration statement covering such Registrable Security has been declared
effective by the SEC and they have been disposed of pursuant to such effective
registration statement, (b) it is sold under circumstances in which all of the
applicable conditions of Rule 144 (or any similar provisions then in force)
under the Securities Act are met, (c) (i) it has been otherwise transferred and
(ii) the Corporation has delivered a new certificate or other evidence of
ownership for it not bearing any legend similar to that required pursuant to
Section 7.4 of the Agreement and (iii) it may be resold without subsequent
registration under the Securities Act, or (d) it has ceased to be a Registrable
Security in accordance with the proviso to the definition of Holder provided for
herein.

     "Registration Expenses" has the meaning set forth in Section 6 below.
      ---------------------

     "Requesting Holders" means the Group A Demand Holder or the Group B Demand
      ------------------
Holder, as applicable.

     "Selling Holder" means a Holder who is selling Registrable Securities
      --------------
pursuant to a registration statement under the Securities Act.

     "Underwriter" means a securities dealer which purchases any Registrable
      -----------
Securities as principal and not as part of such dealer's market-making
activities.

2.   Demand Registration.
     -------------------

     (a)  Request for Registration.
          ------------------------

          (i)    From and after the expiration of the lock-up period agreed to
     by the Corporation in connection with the consummation of an Initial Public
<PAGE>

     Offering or the first date that the Common Stock shall be registered under
     the Exchange Act if there is no such lock-up period in connection with an
     Initial Public Offering (the "Initial Registration Time"), (A) any Demand
     Holder may make a written request of the Corporation (a "Demand Request")
     for registration under the Securities Act (a "Demand Registration") of the
     sale of all or part of its Registrable Securities (including a distribution
     by WPEP to its partners and by CHEX to its shareholders, as applicable);
     provided that the Registrable Securities proposed to be sold by the
     Requesting Holders must have an estimated aggregate gross offering price of
     at least $10,000,000, and (B) the Group A Demand Holder may make a Demand
     Request for registration under the Securities Act covering the resale
     (including a distribution by WPEP to its partners) of all or part of its
     Registrable Securities pursuant to a continuous or "shelf" registration
     statement (a "Demand Shelf Registration"); provided that for purposes of
     this clause (B), the Initial Registration Time shall be one year following
     the Corporation's Initial Public Offering.

          (ii)   Each Demand Request shall specify the number of Registrable
     Securities proposed to be sold. Subject to Section 4(c), upon receipt of a
     Demand Request meeting the requirements of clause (i) above, the
     Corporation shall file the Demand Registration or Demand Shelf
     Registration, as requested, as soon as reasonably practicable but in any
     event within 60 days after receiving a Demand Request (the "Required Filing
     Date") and shall use all commercially reasonable efforts to cause the same
     to be declared effective by the SEC as promptly as practicable after such
     filing.  Subject to Section 2(b), if the Corporation has effected two
     Demand Registrations and one Demand Shelf Registration in response to the
     request of a Group A Demand Holder, then the Corporation shall not be
     obligated to respond to further Demand Registrations in respect of Group A
     Holders.  Subject to Section 2(b), if the Corporation has effected two
     Demand Registrations in response to the request of a Group B Demand Holder,
     then the Corporation shall not be obligated to respond to further Demand
     Registrations in respect of Group B Holders pursuant to this Section.  The
     Corporation shall not be obligated to effect more than one Demand
     Registration in any six month period.

     (b)  Effective Registration and Expenses.  A registration will not count as
          -----------------------------------
a Demand Registration or a Demand Shelf Registration until it has become
effective unless (i) prior to such effective time the Requesting Holders
withdraw all their Registrable Securities for any reason other than (A) the
inability or unreasonable delay of the Corporation in having such registration
statement become effective or (B) the disclosure of material adverse information
regarding the Corporation that was not known by such Requesting Holders at the
time the request for such Demand Registration or Demand Shelf Registration was
made and (ii) the Requesting Holders elect not to pay all the Corporation's out-
of-pocket Registration Expenses in connection with such withdrawn registration.
If, after such registration has become effective but prior to the sale of all
Registrable Securities covered thereby, an offering of Registrable Securities
pursuant to a registration is interfered with by any stop order, injunction or
other order or requirement of the SEC or other governmental agency or court,
such registration will not count as a Demand Registration or Demand Shelf
Registration.  Notwithstanding the foregoing if
<PAGE>

more than 25% of the Registrable Securities requested to be registered by a
Group A Demand Holder or Group B Demand Holder, as the case may be, are excluded
from such Demand Registration as a result of the application of Section 2(d)
below, the Group A Holders or Group B Holders, as the case may be, shall have
the right to one additional Demand Registration with respect to their
Registrable Securities.

     (c)  Selection of Underwriters.  The offering of Registrable Securities
          -------------------------
pursuant to a Demand Registration may be in the form of a "firm commitment"
underwritten offering.  If the Requesting Holder owns at least 40% of the Fully-
Diluted Common Stock, then it may select the book-running managing Underwriter
and such additional Underwriters to be used in connection with the offering;
provided that such selections shall be subject to the consent of the
Corporation, which consent shall not be unreasonably withheld.  Otherwise, the
Corporation shall select the book-running managing Underwriter and such
additional Underwriters to be used in connection with the offering; provided
that such selections shall be subject to the consent of the Requesting Holder,
which consent shall not be unreasonably withheld.

     (d)  Priority on Demand Registrations.  No securities to be sold for the
          --------------------------------
account of any Person (including the Corporation) other than Group A Holders or
Group B Holders shall be included in a Demand Registration if the managing
Underwriter or Underwriters shall advise the Requesting Holder that, in its or
their judgment, the inclusion of such securities may adversely affect the price
or success of the offering in any significant or material respect (a "Material
Adverse Effect").  Furthermore, in the event the managing Underwriter or
Underwriters shall advise the Requesting Holder that even after exclusion of all
securities of other Persons pursuant to the immediately preceding sentence, the
amount of Registrable Securities proposed to be included in such Demand
Registration by Group A Holders and Group B Holders electing to participate is
sufficiently large to cause a Material Adverse Effect, the Registrable
Securities of such Holders to be included in such Demand Registration shall be
allocated pro rata among such Holders on the basis of the number of Registrable
Securities requested to be included in such registration by each such Requesting
Holder.

3.   Piggy-Back Registration.
     -----------------------

     (a)  From and after the Initial Registration Time, if the Corporation
proposes to file a registration statement under the Securities Act, including a
Demand Registration but not a Demand Shelf Registration, with respect to an
offering of any Common Stock by the Corporation for its own account or for the
account of any of its equity holders (other than a registration statement on
Form S-4 or S-8 or any substitute form that may be adopted by the SEC or any
registration statement filed in connection with an exchange offer or offering of
securities solely to the Corporation's existing security holders), then the
Corporation shall give written notice of such proposed filing to the Holders of
the Registrable Securities as soon as practicable (but in no event less than 10
days before the anticipated initial filing date of such registration statement),
and such notice shall offer the Holders the opportunity to register such number
of Registrable Securities as each Holder may request (a "Piggyback
Registration").  Subject to Section 3(b) hereof, the Corporation shall include
in each such Piggyback Registration all Registrable Securities
<PAGE>

requested to be included in the registration for such offering; provided,
however, that the Corporation may at any time withdraw or cease proceeding with
such registration. Each Holder of Registrable Securities shall be permitted to
withdraw all or part of such Holder's Registrable Securities from a Piggyback
Registration at any time prior to the effective date thereof.

     (b)  The Corporation shall use all commercially reasonable efforts to cause
the managing Underwriter or Underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in the registration
statement for such offering under Section 3(a) or pursuant to other piggyback
registration rights granted by the Corporation not in contravention of Section 9
hereof and that are on a parity with the registration rights granted hereunder
("Piggyback Securities"), to be included on the same terms and conditions as any
similar securities included therein.  Notwithstanding the foregoing, the
Corporation shall not be required to include any holder's Piggyback Securities
in such offering unless such holder accepts the terms of the underwriting
agreement between the Corporation and the managing Underwriter or Underwriters
and otherwise complies with the provisions of Section 8 below.  If such offering
is a Demand Registration pursuant to Section 2(a), then the provisions of
Section 2(d) shall apply with respect to any reduction in the amount of
securities being registered.  In all other offerings that are underwritten, if
the managing Underwriter or Underwriters of such proposed underwritten offering
advise the Corporation that in their opinion the total amount of securities,
including Piggyback Securities, to be included in such offering is sufficiently
large to cause a Material Adverse Effect, then in such event the securities to
be included in such offering shall be allocated first to the Corporation, and
then, to the extent that any additional securities can, in the opinion of such
managing Underwriter or Underwriters, be sold without any such Material Adverse
Effect, pro rata among the holders of Piggyback Securities on the basis of the
number of Registrable Securities requested to be included in such registration
by each such holder.

4.   Holdback Agreements.
     -------------------

     (a)  Restrictions on Public Sale by Holder of Registrable Securities.  Each
          ---------------------------------------------------------------
Holder of Registrable Securities (whether or not such Registrable Securities are
included in a registration statement pursuant hereto) agrees not to effect any
public sale or distribution of the issue being registered or of any securities
convertible into or exchangeable or exercisable for such securities, including a
sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to,
and (i) in the case of an Initial Public Offering, during the up to 180 day
period beginning on the effective date of the registration statement filed with
respect thereto, and (ii) in the case of any other offering, during the up to 90
day period beginning on the effective date of a registration statement filed
with respect thereto, in each case except as part of such registration and if
and to the extent requested by the managing Underwriter or Underwriters in the
case of an underwritten public offering.

     (b)  Restrictions on Public Sale by the Corporation and Others.  The
          ---------------------------------------------------------
Corporation agrees not to effect any public sale or distribution of any
securities similar to those being registered, or any securities convertible into
or exchangeable or exercisable
<PAGE>

for such securities, during the 14 days prior to, and (A) in the case of an
Initial Public Offering, during a period of up to 180 days, and (B) in the case
of any other underwritten offering, during a period of up to 90 days beginning,
in each case if and to the extent requested by the managing Underwriters, and
beginning on the effective date of any registration statement which includes
Registrable Securities (unless such sale or distribution is pursuant to such
registration statement).

     (c)  Deferral of Filing.  The Corporation may defer the filing (but not the
          ------------------
preparation) of a registration statement required by Section 2 until a date not
later than 45 days after the Required Filing Date if (i) at the time the
Corporation receives the Demand Request, the Corporation or its subsidiaries are
engaged in confidential negotiations or other confidential business activities,
disclosure of which would be required in such registration statement (but would
not be required if such registration statement were not filed), and the Board of
Directors of the Corporation determines in good faith that such disclosure would
be materially detrimental to the Corporation and its stockholders, or (ii) prior
to receiving the Demand Request, the Board of Directors had determined to effect
a registered underwritten public offering of the Corporation's equity securities
for the Corporation's account and the Corporation had taken substantial steps
(including, but not limited to, selecting the managing Underwriter for such
offering) and is proceeding with reasonable diligence to effect such offering.
A deferral of the filing of a registration statement pursuant to this Section
4(c) shall be lifted, and the requested registration statement shall be filed
forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding
sentence, the negotiations or other activities are disclosed or terminated, or,
in the case of a deferral pursuant to clause (ii) of the preceding sentence, the
proposed registration for the Corporation's account is abandoned.  In order to
defer the filing of a registration statement pursuant to this Section 4(c), the
Corporation shall promptly, upon determining to seek such deferral, notify each
Requesting Holder that the Corporation is deferring such filing pursuant to this
Section 4(c).  Within twenty days after receiving such notice, the Requesting
Holder may withdraw such request by giving notice to the Corporation; if
withdrawn, the Demand Request shall be deemed not to have been made for all
purposes of this Agreement.  The Corporation may defer the filing of a
particular registration statement pursuant to this Section 4(c) no more than
twice during any twelve month period.

5.   Registration Procedures.  Whenever the Holders have requested that any
     -----------------------
Registrable Securities be registered pursuant to Section 2 hereof, the
Corporation will, at its expense, use all commercially reasonable efforts to
effect the registration and the sale of such Registrable Securities under the
Securities Act in accordance with the intended method of disposition thereof as
quickly as practicable, and in connection with any such request, the Corporation
will as expeditiously as practicable:

     (a)  prepare and file with the SEC a registration statement on any form for
which the Corporation then qualifies or which counsel for the Corporation shall
deem appropriate and which form shall be available for the sale of the
Registrable Securities to be registered thereunder in accordance with the
intended method of distribution thereof, and use all commercially reasonable
efforts and proceed diligently and in good faith to cause such filed
registration statement to become effective under the Securities Act;
<PAGE>

provided that before filing a registration statement or prospectus or any
amendments or supplements thereto, the Corporation will furnish to all Selling
Holders and to one counsel reasonably acceptable to the Corporation selected by
the Selling Holders, copies of all such documents proposed to be filed, which
documents will be subject to the reasonable review of such counsel;

     (b)  prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective pursuant to Section 2
for a period (except as provided in the last paragraph of this Section 5) of not
less than 270 consecutive days in the case of a Demand Registration, or five
years or such shorter period of time that Holders must hold any Registrable
Securities before they are eligible to dispose of them pursuant to the
provisions of Rule 144(k) promulgated under the Securities Act in the case of a
Demand Shelf Registration, or, if shorter, the period terminating when all
Registrable Securities covered by such registration statement have been sold
(but not before the expiration of the applicable period referred to in Section
4(3) of the Securities Act and Rule 174 thereunder, if applicable) and comply
with the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the Selling Holders
thereof set forth in such registration statement;

     (c)  furnish to each such Selling Holder such number of copies of such
registration statement, each amendment and supplement thereto (including access
for review of all exhibits thereto), the prospectus included in such
registration statement (including each preliminary prospectus) and such other
documents as such Selling Holder may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Selling Holder;

     (d)  notify the Selling Holders promptly, and (if requested by any such
Person) confirm such notice in writing, (i) 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
effective under the Securities Act, (ii) of any request by the SEC or any other
federal governmental authority for amendments or supplements to a registration
statement or related prospectus or for additional information, (iii) of the
issuance by the SEC of any stop order suspending the effectiveness of a
registration statement or the initiation of any proceedings for that purpose,
(iv) if at any time the representations or warranties of the Corporation or any
subsidiary contained in any agreement (including any underwriting agreement)
contemplated by Section 5(i) below cease to be true and correct in any material
respect, (v) of the receipt by the Corporation of any notification with respect
to the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, (vi) of the happening of any
event which makes any statement made in such 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 such registration statement, prospectus or documents so that, in the
case of the registration statement, it will not contain any untrue statement of
a
<PAGE>

material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that in the case
of 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 (vii) of the Corporation's reasonable determination
that a post-effective amendment to a registration statement would be
appropriate;

     (e)  use all commercially reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of a registration statement, or the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction, at the
earliest practicable moment;

     (f)  cooperate with the Selling Holders and the managing Underwriter or
Underwriters 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 Depositary Trust Corporation; and enable such Registrable Securities to be
registered in such names as the managing Underwriter or Underwriters may request
prior to any sale of Registrable Securities;

     (g)  use all commercially reasonable efforts to register or qualify such
Registrable Securities as promptly as practicable under such other securities or
blue sky laws of such United States jurisdictions as any Selling Holder or
managing Underwriter reasonably (in light of the intended plan of distribution)
requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Selling Holder or managing Underwriter to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such Selling Holder; provided that the Corporation will not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this paragraph (g), (ii) subject itself
to taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction;

     (h)  cooperate and assist in any filing required to be made with the
National Association of Securities Dealers, Inc. and in the performance of any
due diligence investigation by any Underwriter, including any "qualified
independent underwriter";

     (i)  enter into customary agreements (including an underwriting agreement
in customary form) and take such other actions as are reasonably required in
order to expedite or facilitate the disposition of such Registrable Securities;

     (j)  make available for inspection by any Selling Holder of such
Registrable Securities, any Underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
professional retained by any such Selling Holder or Underwriter (collectively,
the "Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Corporation (collectively, the "Records") as
shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Corporation's officers, directors and employees to
<PAGE>

supply all information reasonably requested by any such Inspectors in connection
with such registration statement.  As a condition to providing any such
information, each Selling Holder of such Registrable Securities and each such
Inspector shall 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 Corporation unless
and until such information is made generally available to the public;

     (k)  use all commercially reasonable efforts to obtain a comfort letter or
comfort letters from the Corporation's independent public accountants in
customary form and covering such matters of the type customarily covered by
comfort letters as the Selling Holders of a majority of the shares of
Registrable Securities being sold or the managing Underwriter or Underwriters
reasonably requests;

     (l)  otherwise use all commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering a
period of twelve months, beginning within three months after the effective date
of the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act;

     (m)  use all commercially reasonable efforts to cause all such Registrable
Securities to be listed on each securities exchange on which similar securities
issued by the Corporation are then listed or quoted on any inter-dealer
quotation system on which similar securities issued by the Corporation are then
quoted; and

     (n)  if any event contemplated by Section 5(d)(vi) above shall occur, as
promptly as practicable prepare a supplement or amendment or post-effective
amendment to such registration statement or the related prospectus or any
document incorporated therein by reference or promptly file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Securities, the prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

     The Corporation may require each Selling Holder to promptly furnish in
writing to the Corporation such information regarding the distribution of the
Registrable Securities as it may from time to time reasonably request and such
other information as may be legally required in connection with such
registration.  Notwithstanding anything herein to the contrary, the Corporation
shall have the right to exclude from any offering the Registrable Securities of
any Selling Holder who does not comply with the provisions of the immediately
preceding sentence.

     Each Selling Holder agrees that, upon receipt of any notice from the
Corporation of the happening of any event of the kind described in Section
5(d)(vi) hereof, such Selling Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such Selling Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by
<PAGE>

Section 5(n) hereof, and, if so directed by the Corporation, such Selling Holder
will deliver to the Corporation all copies, other than permanent file copies,
then in such Selling Holder's possession, of the most recent prospectus covering
such Registrable Securities at the time of receipt of such notice. In the event
the Corporation shall give such notice, the Corporation shall extend the period
during which such registration statement shall be maintained effective
(including the period referred to in Section 5(b) hereof) by the number of days
during the period from and including the date of the giving of notice pursuant
to Section 5(d)(vi) hereof to the date when the Corporation shall make available
to the Selling Holders of Registrable Securities covered by such registration
statement a prospectus supplemented or amended to conform with the requirements
of Section 5(n) hereof.

5A.  Suspension Periods.  Anything in this Agreement to the contrary
     ------------------
notwithstanding, it is understood and agreed that the Corporation shall not be
required to keep any shelf registration statement effective or useable for
offers and sales of the Registrable Securities, file a post-effective amendment
to a shelf registration statement or prospectus supplement or to supplement or
amend any such registration statement, if the Corporation is then involved in
discussions concerning, or otherwise engaged in, any material financing or
investment, acquisition or divestiture transaction or other material business
purpose if the Corporation determines in good faith that the making of such a
filing, supplement or amendment at such time would interfere with such
transaction or purpose.  The Corporation shall promptly give the Holders of
Registrable Securities written notice of such postponement containing a general
statement of the reasons for such postponement and an approximation of the
anticipated delay.  Upon receipt by a Holder of Registrable Securities of notice
of an event of the kind described in this Section 5A, such Holder shall
forthwith discontinue such Holder's disposition of Registrable Securities until
such Holder's receipt of notice from the Corporation that such disposition may
continue and of any supplemented or amended prospectus indicated in such notice.
No such postponement shall extend for a period of more than 30 days in the
aggregate in any 120 day period.  In the event the Corporation shall give notice
of an event of the kind described in this Section 5A, the Corporation shall
extend the period during which the applicable registration statement shall be
maintained effective as provided in Section 5(b) hereof by the number of days
during such period from and including the date of the giving of such notice to
the date when the Corporation shall give notice to the Selling Holders that such
dispositions of such Registrable Securities may continue and shall have made
available to the Selling Holders any such supplemented or amended prospectus.

6.   Registration Expenses.  Subject to the provisions of Section 2(b), the
     ---------------------
Corporation (i) shall pay all Registration Expenses (as defined below) with
respect to any Demand Registration or Demand Shelf Registration.  The
Corporation shall pay all Registration Expenses in connection with any Piggyback
Registration.  "Registration Expenses" shall mean:  (a) all registration and
filing fees (including, without limitation, with respect to filings to be made
with the National Association of Securities Dealers, Inc.), (b) fees and
expenses of compliance with securities or blue sky laws (including reasonable
fees and disbursements of counsel in connection with blue sky qualifications of
the Registrable Securities), (c) printing expenses, (d) internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties),
<PAGE>

(e) the fees and expenses incurred in connection with the listing of the
Registrable Securities on an exchange or the quotation of the Registrable
Securities on an inter-dealer quotation system, (f) reasonable fees and
disbursements of counsel for the Corporation and customary fees and expenses for
independent certified public accountants retained by the Corporation (including
the expenses of any comfort letters requested pursuant to Section 5(k) hereof),
(g) the reasonable fees and expenses of any special experts retained by the
Corporation in connection with such registration, and (h) the reasonable fees
and expenses of one counsel selected by the holder of a majority of the
Registrable Securities to be included in such registration. The Corporation
shall not have any obligation to pay any underwriting fees, discounts, or
commissions attributable to the sale of Registrable Securities or, except as
provided by clauses (b) or (h) above, any out-of-pocket expenses of the Holders
(or the agents who manage their accounts) or the fees and disbursements of
counsel for any Underwriter.

7.   Indemnification; Contribution.
     -----------------------------

     (a)  Indemnification by the Corporation.  The Corporation agrees to
          ----------------------------------
indemnify and hold harmless each Selling Holder, each Person, if any, who
controls such Selling Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, and the officers, directors, agents,
general and limited partners, and employees of each Selling Holder and each such
controlling person from and against any and all losses, claims, damages,
liabilities, and expenses (including reasonable costs of investigation) arising
out of or based upon any untrue statement or alleged untrue statement of a
material fact contained in any registration statement or prospectus relating to
the Registrable Securities or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or expenses arise out of, or are based
upon, any such untrue statement or omission or allegation thereof based upon
information furnished in writing to the Corporation by such Selling Holder or on
such Selling Holder's behalf expressly for use therein.  The Corporation also
agrees to indemnify any Underwriters of the Registrable Securities, their
officers and directors and each Person who controls such Underwriters on
substantially the same basis as that of the indemnification of the Selling
Holders provided in this Section 7(a).

     (b)  Indemnification by Holder of Registrable Securities.  Each Selling
          ---------------------------------------------------
Holder, severally and not jointly, agrees to indemnify and hold harmless the
Corporation, and each Person, if any, who controls the Corporation within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act and the officers, directors, agents and employees of the Corporation and
each such controlling Person to the same extent as the foregoing indemnity from
the Corporation to such Selling Holder, but only with respect to information
furnished in writing by such Selling Holder or on such Selling Holder's behalf
expressly for use in any registration statement or prospectus relating to the
Registrable Securities.  The liability of any Selling Holder under this Section
7(b) shall be limited to the aggregate cash and property received by such
Selling Holder
<PAGE>

pursuant to the sale of Registrable Securities covered by such registration
statement or prospectus.

     (c)  Conduct of Indemnification Proceedings.  If any action or proceeding
          --------------------------------------
(including any governmental investigation) shall be brought or asserted against
any Person entitled to indemnification under Section 7(a) or 7(b) above (an
"Indemnified Party") in respect of which indemnity may be sought from any party
who has agreed to provide such indemnification under Section 7(a) or 7(b) above
(an "Indemnifying Party"), the Indemnified Party shall give prompt notice to the
Indemnifying Party and the Indemnifying Party shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to such Indemnified
Party, and shall assume the payment of all reasonable expenses of such defense.
Such Indemnified Party shall have the right to employ separate counsel in any
such action or 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 unless (i) the Indemnifying Party has agreed to pay such fees and expenses
or (ii) the Indemnifying Party fails promptly to assume the defense of such
action or proceeding or fails to employ counsel reasonably satisfactory to such
Indemnified Party or (iii) the named parties to any such action or proceeding
(including any impleaded parties) include both such Indemnified Party and
Indemnifying Party (or an Affiliate of the Indemnifying Party), and such
Indemnified Party shall have been advised by counsel that there is a conflict of
interest on the part of counsel employed by the Indemnifying Party to represent
such Indemnified Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense of such action or proceeding on behalf of such
Indemnified Party).  Notwithstanding the foregoing, the Indemnifying Party shall
not, in connection with any one such action or proceeding or separate but
substantially similar related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable at any
time for the fees and expenses of more than one separate firm of attorneys
(together in each case with appropriate local counsel).  The Indemnifying Party
shall not be liable for any settlement of any such action or proceeding effected
without its written consent (which consent will not be unreasonably withheld),
but if settled with its written consent, or if there be a final judgment for the
plaintiff in any such action of proceeding, the Indemnifying Party shall
indemnify and hold harmless such Indemnified Party from and against any loss or
liability (to the extent stated above) by reason of such settlement or judgment.
The Indemnifying Party shall not consent to 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 such Indemnified Party of a release, in form and
substance reasonably satisfactory to the Indemnified Party, from all liability
in respect of such action or proceeding for which such Indemnified Party would
be entitled to indemnification hereunder.

     (d)  Contribution.  If the indemnification provided for in this Section 7
          ------------
is unavailable to the Indemnified Parties in respect of any losses, claims,
damages, liabilities or judgments referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages, liabilities and
<PAGE>

judgments as between the Corporation on the one hand and each Selling Holder on
the other, in such proportion as is appropriate to reflect the relative fault of
the Corporation and of each Selling Holder in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
fault of the Corporation on the one hand and of each Selling Holder on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Corporation and the Selling
Holders agree that it would not be just and equitable if contribution pursuant
to this Section 7(d) were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations
referred to in the first two sentences of this Section 7(d). The amount paid or
payable by an Indemnified Party as a result of the losses, claims, damages,
liabilities or judgments referred to in Sections 7(a) and (b) hereof shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7(d), no Selling Holder shall be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities of such Selling Holder were offered to the public
exceeds the amount of any damages which such Selling 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.

8.   Participation in Underwritten Registrations.  No Holder 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 Person entitled hereunder to approve such
arrangements, and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and this Agreement.

9.   Future Registration Rights.  After the date of this Agreement, the
     --------------------------
Corporation will not grant to any Person (including the Holders of Registrable
Securities) any registration rights ("new rights") with respect to any
securities of the Corporation without the written consent of the Holders of a
majority of the then outstanding Registrable Securities (calculated on a Fully-
Diluted Common Stock basis) unless such new rights (i) are subordinate to and of
a lesser priority than the registration rights granted by the Corporation under
this Agreement and (ii) are not inconsistent with the terms of this Agreement.
Additionally, unless otherwise consented to in writing by the Holders of a
majority of the then outstanding Registrable Securities (calculated on a Fully-
Diluted Common Stock basis), new rights may not be granted without expressly
providing that, with respect to demand registration rights granted to such other
Persons, the Holders of Registrable Securities have a piggyback right upon the
exercise of such new rights and
<PAGE>

shall be included in any related registration statement on the same terms and
conditions as the holders of the new rights, subject to possible reduction at
the initiative of the managing Underwriter or Underwriters, on terms
substantially equivalent to those set forth in the last sentence of Section
3(b).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATIONS AND PREF OF STOCK
<TEXT>

<PAGE>

                                                                    Exhibit 10.3

                          GRYPHON EXPLORATION COMPANY
                 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK

                        Pursuant to Section 151 of the
                       Delaware General Corporation Law

     The undersigned President and Secretary, respectively, of Gryphon
Exploration Company, a Delaware corporation (the "Corporation") certify that
pursuant to authority granted to and vested in the Board of Directors of the
Corporation by the provisions of the Certificate of Incorporation and in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, its Board of Directors has duly adopted the following
resolutions creating the Series A Convertible Preferred Stock:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by Article IV of the Corporation's Certificate of
Incorporation, a series of preferred stock of the Corporation be, and it hereby
is, created out of the authorized but unissued shares of the capital stock of
the Corporation, such series to be designated Series A Convertible Preferred
Stock (the "Series A Preferred Stock"), to consist of 100,000 shares, par value
$.01 per share, of which the preferences and relative and other rights, and the
qualifications, limitations or restrictions thereof, shall be (in addition to
those set forth in the Corporation's Certificate of Incorporation) as follows:

1.   Certain Definitions.
     -------------------

     Unless the context otherwise requires, when used herein the following terms
shall have the meanings indicated:

     "Accredited Holder" means a holder of Series A Preferred Stock who at the
      -----------------
time in question is an "accredited investor" as such term is defined in Rule 501
promulgated under the Securities Act of 1933.

     "Common Stock" means shares of the common stock, par value $.01 per share,
      ------------
of the Corporation.

     "Contribution Agreement" means the Contribution and Subscription Agreement
      ----------------------
dated as of September 15, 2000, among the Corporation and each of the parties
named therein.

     "Conversion Date"  The term "Conversion Date" shall have the meaning set
      ---------------
forth in subparagraph 5(e).

     "Conversion Price"  The term "Conversion Price," at any time of
      ----------------
determination, shall mean the conversion price set forth in subparagraph 5(d).

     "Current Market Price" shall have the meaning set forth in Section 5(h).
      --------------------

     "Dividend Payment Date"  The term "Dividend Payment Date" shall have the
      ---------------------
meaning set forth in subparagraph 2(a).
<PAGE>

     "Dividend Period"  The term "Dividend Period" shall have the meaning set
      ---------------
forth in subparagraph 2(a).

     "Excluded Shares" shall have the meaning set forth in Section 5(g)(ii).
      ---------------

     "Initial Issue Date" shall mean the first date that any shares of Series A
      ------------------
Preferred Stock are issued by the Corporation.

     "Issue Date" shall mean the date the shares of Series A Preferred Stock in
      ----------
question are issued by the Corporation.

     "Junior Stock" means the Common Stock and any other class or series of
      ------------
securities of the Corporation (i) not entitled to receive any distributions
unless all distributions required to have been paid or declared and set apart
for payment on the Series A Preferred Stock shall have been so paid or declared
and set apart for payment, and (ii) not entitled to receive any assets upon the
liquidation, dissolution or winding up of the affairs of the Corporation until
the Series A Preferred Stock shall have received the entire amount to which such
Shares are entitled upon such liquidation, dissolution or winding up.

     "Liquidation Preference"  The term "Liquidation Preference" shall mean One
      ----------------------
Thousand Dollars ($1,000) per share of the Series A Preferred Stock.

     "Market Price" means, with respect to a particular security, on any given
      ------------
day, the last reported sale price regular way or, in case no such reported sale
takes place on such day, the average of the last closing bid and asked prices
regular way, in either case on the principal national securities exchange on
which the applicable security is listed or admitted to trading, or if not listed
or admitted to trading on any national securities exchange, (i) the closing sale
price for such day reported by the Nasdaq Stock Market if such security is
traded over-the-counter and quoted in the Nasdaq Stock Market, or (ii) if such
security is so traded, but not so quoted, the average of the closing reported
bid and asked prices of such security as reported by the Nasdaq Stock Market or
any comparable system, or (iii) if such security is not listed on the Nasdaq
Stock Market or any comparable system but is actively traded, the average of the
closing bid and asked prices as furnished by two members of the National
Association of Securities Dealers, Inc. selected from time to time by the
Company for that purpose. If such security is not listed and traded in a manner
that the quotations referred to above are available for the period required
hereunder, the Market Price shall be deemed to be the fair value per share of
such security as determined by a nationally recognized investment banking firm
selected by the Board and reasonably acceptable to the holders of a majority of
the outstanding shares of Series A Preferred Stock.

     "Parity Stock" means, (i) any class or series of securities of the
      ------------
Corporation entitled to receive payment of dividends on a parity with the Series
A Preferred Stock and (ii) any class or series of securities of the Corporation
entitled to receive assets upon the liquidation, dissolution or winding up of
the affairs of the Corporation on a parity with the Series A Preferred Stock.

     "Qualified Public Company" means a corporation whose common stock is
      ------------------------
authorized and approved for listing on a national securities exchange or
admitted to trading and quoted in the Nasdaq National Market or comparable
system and the market value of the outstanding common stock of which corporation
owned by non-affiliates of such corporation is in excess of $50,000,000.

                                      -2-
<PAGE>

     "Qualified Public Offering" means the first closing of one or more
      -------------------------
underwritten public offerings pursuant to effective registration statements
under the Securities Act of 1933, as amended, covering the offer and sale of
common stock for the account of the Corporation to the public generally, for
which the aggregate net proceeds to the Corporation are not less than
$40,000,000, and pursuant to which such shares of common stock are authorized
and approved for listing on a national securities exchange or admitted to
trading and quoted in the Nasdaq National Market or comparable system.

     "Restricted Payment"  means (i) any distribution on any Junior Stock (other
      ------------------
than distributions payable solely in such Junior Stock) or (ii) any payment on
account of the purchase, redemption, retirement or acquisition of (a) any Junior
Stock or (b) any option, warrant, convertible or exchangeable security or other
right to acquire Junior Stock.

     "Senior Stock" means (i) any class or series of securities of the
      ------------
Corporation ranking senior to the Series A Preferred Stock in respect of the
right to receive payment of distributions and (ii) any class or series of
securities of the Corporation ranking senior to the Series A Preferred Stock in
respect of the right to receive assets upon the liquidation, dissolution or
winding up of the affairs of the Corporation.

     "Shares" means the Common Stock and Series A Preferred Stock, collectively,
      ------
and any "Share" shall refer to any one of the foregoing.

     "Stockholders Agreement" means the Stockholders Agreement among the
      ----------------------
Corporation, Cheniere Energy, Inc., Cheniere-Gryphon Management, Inc., Warburg,
Pincus Equity Partners, L.P., and the other parties thereto.

2.   Dividends.
     ---------

     (a)  Subject to the prior preferences and other rights of any Senior Stock,
the holders of the Series A Preferred Stock shall be entitled to receive, out of
funds legally available for that purpose, cash dividends in an amount equal to
$80 per annum per share (payable quarterly as set forth below) and, subject to
the provisions hereof, no more. Subject to the provisions of subparagraph 2(c)
below, such dividends shall be cumulative from their Issue Date and shall be
payable quarterly in arrears, when and as declared by the Board of Directors, on
March 31, June 30, September 30 and December 31 of each year (each such date
being herein referred to as a "Dividend Payment Date"), commencing on the
Dividend Payment Date next succeeding their Issue Date. The quarterly period
between consecutive Dividend Payment Dates shall hereinafter be referred to as a
"Dividend Period." Each such dividend shall be paid to the holders of record of
the Series A Preferred Stock as their names appear on the share register of the
Corporation on the corresponding Record Date. As used above, the term "Record
Date" means, with respect to the dividend payable on March 31, June 30,
September 30 and December 31, respectively, of each year, the preceding March
15, June 15, September 15 and December 15, or such other record date designated
by the Board of Directors of the Corporation with respect to the dividend
payable on such respective Dividend Payment Date. Dividends on account of
arrears for any past Dividend Periods may be declared and paid, together with
any accrued but unpaid dividends thereon to and including the date of payment,
at any time, without reference to any Dividend Payment Date, to holders of
record on such date, not exceeding fifty (50) days preceding the payment date
thereof, as may be fixed by the

                                      -3-
<PAGE>

Board of Directors; provided, however, dividends on account of arrears may not
be paid without the written consent of the holders of a majority of the then
outstanding shares of Series A Preferred Stock except as otherwise provided in
paragraph 2(c) below.

     (b)  If, on any Dividend Payment Date, the holders of the Series A
Preferred Stock shall not have received the full dividends provided for the
benefit of such holders, then such dividends shall cumulate and shall accrue
additional dividends to and including the date of payment thereof at the rate of
eight percent (8%) per annum compounded quarterly whether or not earned or
declared. Unpaid dividends for any period less than a full Dividend Period shall
cumulate on a day-to-day basis and shall be computed on the basis of a 365-day
year.

     (c)  Upon consummation of (i) a Qualified Public Offering, (ii) a merger of
the Corporation with or into another entity, a consolidation of the Corporation
or a statutory share exchange involving the Common Stock ("a Business
Combination") or (iii) a sale of all or substantially all of the assets of the
Corporation, the Corporation shall pay in cash, except as provided below, on the
date of such consummation all accrued and unpaid dividends as of such date on
all outstanding Series A Preferred Stock to the holders of record of the Series
A Preferred Stock as their names appear on the share register of the Corporation
on such date; provided, however that (a) in the case of a Qualified Public
Offering, the Corporation shall give the holders of record of the Series A
Preferred Stock at least thirty days but no more than one-hundred and eighty
days prior written notice of the possibility of a Qualified Public Offering in
which event each Accredited Holder may give the Corporation written notice
within fifteen days of the giving of such notice that such Accredited Holder
desires to have dividends payable upon consummation of the Qualified Public
Offering paid in the form of Common Stock based on the initial public offering
price of the Common Stock in the Qualified Public Offering less all
underwriters' discounts and commissions (rounded down to the nearest whole
share) and if the Qualified Public Offering is so consummated then the
Accredited Holders which gave such notice shall be paid all accrued dividends on
their Series A Preferred Stock in the form of Common Stock as so provided and
all other holders of Series A Preferred Stock shall receive dividends in the
form of cash; and (b) in the case of a Business Combination in which the holders
of Common Stock will continue to hold their Common Stock or will receive as a
result of such Business Combination common stock in the surviving corporation or
the parent corporation thereof (in either case, "Resulting Common Stock"), the
Corporation shall give the holders of record of the Series A Preferred Stock at
least twenty days but no more than one hundred and twenty days prior written
notice of the possibility of the consummation of a Business Combination in which
event each Accredited Holder may give the Corporation written notice within
fifteen days of the giving of such notice that such Accredited Holders desires
to have dividends payable upon consummation of such Business Combination paid in
the form of Resulting Common Stock based on the Market Price of such Resulting
Common Stock as of the date of the consummation of the applicable Business
Combination (rounded down to the nearest whole share) and if such Business
Combination is so consummated, then the Accredited Holders which gave such
notice shall be paid all accrued dividends on their Series A Preferred Stock in
the form of Resulting Common Stock and all other holders shall receive dividends
in the form of cash. Upon conversion of shares of Series A Preferred Stock, all
accrued but unpaid dividends shall be paid upon such conversion in the form of
cash, except as provided below, unless such payment is not legal at such time
and if not then legal then as soon as such payment is legal and the amount so
payable shall increase at 8% per annum compounded quarterly to the extent such
payment is delayed because such payment would not be legal until such payment is
made; provided, however, that any holder of

                                      -4-
<PAGE>

Series A Preferred Stock which is an Accredited Holder may in connection with
the conversion of the Series A Preferred Stock prior to a Qualified Public
Offering request that accrued but unpaid dividends be paid in the form of Common
Stock based on the Market Price of the Common Stock as of the date of conversion
(rounded down to the nearest whole share).

3.   Distributions Upon Liquidation, Dissolution or Winding Up.  In the event of
     ---------------------------------------------------------
any voluntary or involuntary liquidation, dissolution or other winding up of the
affairs of the Corporation, subject to the prior preferences and other rights of
any Senior Stock, but before any distribution or payment shall be made to the
holders of Junior Stock, the holders of the Series A Preferred Stock shall be
entitled to be paid the Liquidation Preference of all outstanding shares of the
Series A Preferred Stock as of the date of such liquidation or dissolution or
such other winding up, plus any accrued but unpaid dividends (including any
accrued but unpaid dividends thereon), if any, to such date, and no more. If
such payment shall have been made in full to the holders of the Series A
Preferred Stock, and if payment shall have been made in full to the holders of
any Senior Stock and Parity Stock of all amounts to which such holders shall be
entitled, the remaining assets and funds of the Corporation shall be distributed
among the holders of Junior Stock, according to their respective shares and
priorities. If, upon any such liquidation, dissolution or other winding up of
the affairs of the Corporation, the net assets of the Corporation distributable
among the holders of all outstanding shares of the Series A Preferred Stock and
of any Parity Stock shall be insufficient to permit the payment in full to such
holders of the preferential amounts to which they are entitled, then the entire
net assets of the Corporation remaining after the distributions to holders of
any Senior Stock of the full amounts to which they may be entitled shall be
distributed among the holders of the Series A Preferred Stock and of any Parity
Stock ratably in proportion to the full amounts to which they would otherwise be
respectively entitled. The consolidation or merger of the Corporation into or
with another corporation or corporations, and the sale of all or substantially
all of the assets of the Corporation to another corporation or corporations
shall be deemed a liquidation, dissolution or winding up of the affairs of the
Corporation within the meaning of this paragraph 3 unless the holders of a
majority of the then outstanding shares of Series A Preferred Stock consent in
writing prior to such transaction that such transaction shall not constitute a
liquidation, dissolution or winding up of the affairs of the Corporation within
the meaning of this paragraph 3.

4.   Voting Rights.  In addition to any other rights provided in the
     -------------
Corporation's Bylaws or by law, each share of Series A Preferred Stock shall
entitle the holder thereof to such number of votes per share as shall equal the
fraction (rounded down to the nearest integer), the numerator of which shall
equal One Thousand Dollars ($1,000) and the denominator of which shall equal the
Conversion Price determined on the record date for determining the holders of
Common Stock entitled to vote on the matter submitted thereto, and each share of
Series A Preferred Stock shall be entitled to vote on all matters as to which
holders of Common Stock shall be entitled to vote, in the same manner and with
the same effect as such holders of Common Stock, voting together with the
holders of Common Stock as one class, except the consent or approval of the
holders of a majority of the Series A Preferred Stock, voting separately as a
class, shall be required to approve, and the Corporation shall not without such
approval, (i) amend, alter or repeal (whether by merger, consolidation or
otherwise) any of the provisions of this Certificate of Designation or the
Certificate of Incorporation, (ii) authorize or issue any Senior Stock or Parity
Stock; (iii) consummate any merger of the Corporation with or into any other
entity or any consolidation, conversion or statutory share exchange involving
the Corporation or (iv) make any Restricted Payment.

                                      -5-
<PAGE>

5.   Conversion Rights.  The Series A Preferred Stock shall be convertible into
     -----------------
Common Stock as follows:

     (a) Conversion at Holder's Option.  The holder of any shares of the Series
         -----------------------------
A Preferred Stock shall have the right at any time after the earlier of (i) the
first date the holders of a majority of the then outstanding shares of Series A
Preferred Stock shall have consented in writing to permit the conversion of the
Series A Preferred Stock or (ii) August 31, 2010, at such holder's option and
without the payment of any additional consideration, to convert any or all of
such shares of the Series A Preferred Stock into fully paid and nonassessable
shares of Common Stock at the Conversion Price (as provided in subparagraph 5(d)
below) in effect on the Conversion Date (as provided in subparagraph 5(e) below)
upon the terms hereinafter set forth.

     (b) Conversion by Majority.  In the event the holders of a majority of the
         ----------------------
then outstanding shares of Series A Preferred Stock, acting separately as one
class, vote (by written consent or otherwise) to convert all of their shares of
the Series A Preferred Stock into fully paid and nonassessable shares of Common
Stock, all other shares of Series A Preferred Stock shall automatically be
converted, without further act of the Corporation, or its shareholders, into
fully paid and nonassessable shares of Common Stock of the Corporation at the
Conversion Price in effect on the Conversion Date upon the terms hereinafter set
forth.

     (c) Qualified Public Offering Conversion.  The Corporation shall have the
         ------------------------------------
right, at the Corporation's option, to convert shares of the Series A Preferred
Stock, without any further act of the Corporation or its shareholders, into
fully paid and nonassessable shares of Common Stock of the Corporation at the
Conversion Price in effect on the Conversion Date upon the terms hereinafter set
forth upon the closing of a firm commitment underwritten Qualified Public
Offering.

     (d) Number of Shares.  In the event of a conversion pursuant to
         ----------------
subparagraph 5(a), 5(b) or 5(c) above, each share of the Series A Preferred
Stock so converted shall be converted into such number of shares of Common Stock
as is determined by dividing (x) One Thousand Dollars ($1,000) by (y) the
Conversion Price in effect on the Conversion Date.  The initial Conversion Price
shall be One Hundred Dollars ($100) per share of Common Stock.  Such initial
Conversion Price shall be subject to adjustment in order to adjust the number of
shares of Common Stock into which the Series A Preferred Stock is convertible,
as hereinafter provided.

     (e) Mechanics of Conversion.  The holder of any shares of the Series A
         -----------------------
Preferred Stock may exercise the conversion right specified in subparagraph 5(a)
by surrendering to the Corporation or any transfer agent of the Corporation the
certificate or certificates representing the shares of the Series A Preferred
Stock to be converted, accompanied by written notice specifying the number of
such shares to be converted.  Upon a mandatory conversion pursuant to
subparagraphs 5(b) or 5(c), then on the Conversion Date, the outstanding shares
of the Series A Preferred Stock shall be converted automatically without any
action by the holders of such shares and whether or not the certificates
representing such shares are surrendered to the Corporation or its transfer
agent; provided that the Corporation shall not be obligated to issue to any
holder certificates representing the shares of Common Stock issuable upon such
conversion unless certificates representing the shares of Series A Preferred
Stock, endorsed directly or through stock powers to the Corporation or in blank
and accompanied when appropriate with evidence of the signatory's authority, are
delivered to the Corporation or any transfer agent of the Corporation.  If the
certificate representing shares of

                                      -6-
<PAGE>

Common Stock issuable upon conversion of shares of the Series A Preferred Stock
is to be issued in a name other than the name on the face of the certificate
representing such shares of the Series A Preferred Stock, such certificate shall
be accompanied by such evidence of the assignment and such evidence of the
signatory's authority with respect thereto as deemed appropriate by the
Corporation or its transfer agent and such certificate shall be endorsed
directly or through stock powers to the Corporation or in blank. Conversion
shall be deemed to have been effected (i) with respect to conversions pursuant
to subparagraph 5(a), on the date when delivery of notice of an election to
convert pursuant to subparagraph 5(a) and of certificates representing the
shares being converted is made, or (ii) with respect to mandatory conversion
pursuant to subparagraph 5(b) or 5(c), on the (x) closing date of the Qualified
Public Offering or (y) the date as of which the majority of outstanding shares
of the Series A Preferred Stock shall vote for such conversion of the total
number of shares of the Series A Preferred Stock, as the case may be, and each
such applicable date is referred to herein as the "Conversion Date." Subject to
the provisions of subparagraph 5(g)(vi), as promptly as practicable after the
Conversion Date (and after surrender of the certificate or certificates
representing shares of the Series A Preferred Stock to the Corporation or any
transfer agent of the Corporation in the case of any such conversion), the
Corporation shall issue and deliver to or upon the written order of such holder
a certificate or certificates for the number of full shares of Common Stock to
which such holder is entitled upon such conversion, and a check or cash with
respect to any fractional interest in a share of Common Stock, as provided in
subparagraph 5(f). Subject to the provisions of subparagraph 5(g)(vi), the
person in whose name the certificate or certificates for Common Stock are to be
issued shall be deemed to have become a holder of record of such Common Stock on
the applicable Conversion Date. Upon conversion of only a portion of the number
of shares covered by a certificate representing shares of Series A Preferred
Stock surrendered for conversion (in the case of conversion pursuant to
subparagraph 5(a)), the Corporation shall issue and deliver to or upon the
written order of the holder of the certificate so surrendered for conversion, at
the expense of the Corporation, a new certificate representing the number of
shares of the Series A Preferred Stock representing the unconverted portion of
the certificate so surrendered. The Corporation shall pay on any Conversion Date
the accrued and unpaid dividends (including any accrued but unpaid dividends
thereon) to and including such date on all shares of Series A Preferred Stock to
be so converted in accordance with paragraph 2(c).

     (f) Fractional Shares.  No fractional shares of Common Stock or scrip shall
         -----------------
be issued upon conversion of shares of the Series A Preferred Stock.  If more
than one share of the Series A Preferred Stock shall be surrendered for
conversion at any one time by the same holder, the number of full shares of
Common Stock issuable upon conversion thereof shall be computed on the basis of
the aggregate number of shares of the Series A Preferred Stock so surrendered.
Instead of any fractional shares of Common Stock which would otherwise be
issuable upon conversion of any shares of the Series A Preferred Stock, the
Corporation shall pay a cash adjustment in respect of such fractional interest
in an amount equal to that fractional interest of the then Current Market Price,
as defined in subparagraph 5(h) below.

     (g) Conversion Price Adjustments.  The Conversion Price shall be subject to
         ----------------------------
adjustment from time to time as follows:

     (i) Common Stock Issued at Less Than the Conversion Price.  If after the
         -----------------------------------------------------
Initial Issue Date the Corporation shall issue any Common Stock, other than
Excluded Stock (as hereinafter defined), without consideration or for
consideration per share less than the Conversion Price in effect

                                      -7-
<PAGE>

immediately prior to such issuance, the Conversion Price in effect immediately
prior to each such issuance shall immediately (except as otherwise expressly
provided below) be reduced to the price determined by dividing (1) an amount
equal to the sum of (A) the number of shares of Common Stock outstanding on a
fully diluted basis (excluding employee stock options) immediately prior to such
issuance multiplied by the Conversion Price in effect immediately prior to such
issuance, and (B) the consideration received by the Corporation upon such
issuance, by (2) the total number of shares of Common Stock outstanding on a
fully diluted basis (excluding employee stock options) immediately after such
issuance; provided that the resulting Conversion Price shall then be adjusted
(but not above the Conversion Price in effect immediately prior to such
issuance) to obtain the effective Conversion Price that would have resulted if
50% of the shares of Common Stock originally issued to CHEX Sub (as defined in
the Contribution Agreement) pursuant to the Contribution Agreement that are then
owned by CHEX Sub (such shares, the "CHEX Common Shares") had been treated as
stock convertible into Common Stock entitled to the same dilution adjustments as
set forth in this paragraph (g)(i) with respect to the proposed issuance, but
holding the number of CHEX Common Shares constant, all as reasonably determined
in good faith by the Board of Directors of the Corporation.

               (a)  Issuance for Cash.  In the case of the issuance of Common
                    -----------------
Stock for cash, the amount of the consideration received by the Corporation
shall be deemed to be the amount of the cash proceeds received by the
Corporation for such Common Stock before deducting therefrom any discounts,
commissions, taxes or other expenses allowed, paid or incurred by the
Corporation for any underwriting or otherwise in connection with the issuance
and sale thereof.

               (b)  Consideration Other Than Cash.  In the case of the issuance
                    -----------------------------
of Common Stock (otherwise than upon the conversion of shares of capital stock
or other securities of the Corporation) for a consideration in whole or in part
other than cash, including securities acquired in exchange therefor (other than
securities that by their terms are exchangeable for such Common Stock), the
consideration other than cash shall be deemed to be the fair value thereof as
determined in good faith by the Board, irrespective of any accounting treatment.

               (c)  Options and Convertible Securities.  In the case of the
                    ----------------------------------
issuance of (i) options, warrants or other rights to purchase or acquire Common
Stock (whether or not at the time exercisable), (ii) securities by their terms
convertible into or exchangeable for Common Stock (whether or not at the time so
convertible or exchangeable) or (iii) options, warrants or rights to purchase
such convertible or exchangeable securities (whether or not at the time
exercisable), other than in each case Excluded Stock as defined in subparagraph
5(g)(ii) below:

                    (1)  the aggregate maximum number of shares of Common Stock
deliverable upon exercise of such options, warrants or other rights to purchase
or acquire Common Stock shall be deemed to have been issued at the time such
options, warrants or rights were issued and for a consideration equal to the
consideration (determined in the manner provided in subparagraphs 5(g)(i)(a) and
(b) above), if any, received by the Corporation upon the issuance of such
options, warrants or rights plus the minimum purchase price provided in such
options, warrants or rights for the Common Stock covered thereby;

                    (2)  the aggregate maximum number of shares of Common Stock
deliverable upon conversion of or in exchange for any such convertible or
exchangeable securities,

                                      -8-
<PAGE>

or upon the exercise of options, warrants or other rights to purchase or acquire
such convertible or exchangeable securities and the subsequent conversion or
exchange thereof, shall be deemed to have been issued at the time such
securities were issued or such options, warrants or rights were issued and for a
consideration equal to the consideration if any, received by the Corporation for
any such securities and related options, warrants or rights (excluding any cash
received on account of accrued interest or accrued dividends), plus the
additional consideration (determined in the manner provided in subparagraphs
5(g)(i)(a) and (b) above), if any, to be received by the Corporation upon the
conversion or exchange of such securities, or upon the exercise of any related
options, warrants or rights to purchase or acquire such convertible or
exchangeable securities and the subsequent conversion or exchange thereof;

               (3)  on any change in the number of shares of Common Stock
deliverable upon exercise of any such options, warrants or rights or conversion
or exchange of such convertible or exchangeable securities or any change in the
consideration to be received by the Corporation upon such exercise, conversion
or exchange, the Conversion Price as then in effect shall forthwith be
readjusted to such Conversion Price as would have been obtained had an
adjustment been made upon the issuance of such options, warrants or rights not
exercised prior to such change, or of such convertible or exchangeable
securities not converted or exchanged prior to such change, upon the basis of
such change;

               (4)  on the expiration or cancellation of any such options,
warrants or rights, or the termination of the right to convert or exchange such
convertible or exchangeable securities, if the Conversion Price shall have been
adjusted upon the issuance thereof, the Conversion Price shall forthwith be
readjusted to such Conversion Price as would have been obtained had an
adjustment been made upon the issuance of such options, warrants, rights or such
convertible or exchangeable securities on the basis of the issuance of only the
number of shares of Common Stock actually issued upon the exercise of such
options, warrants or rights, or upon the conversion or exchange of such
convertible or exchangeable securities; and

               (5)  if the Conversion Price shall have been adjusted upon the
issuance of any such options, warrants, rights or convertible or exchangeable
securities, no further adjustment of the Conversion Price shall be made for the
actual issuance of Common Stock upon the exercise, conversion or exchange
thereof.

     (ii)  Excluded Stock.  "Excluded Stock" shall mean (A) shares of Common
           --------------
Stock issued or reserved for issuance by the Corporation as a stock dividend
payable in shares of Common Stock, or upon any subdivision or split-up of the
outstanding shares of Common Stock, each of which is subject to the provisions
of subparagraph 5(g)(iii) below, (B) shares of Common Stock issued or issuable
pursuant to the Contribution Agreement or shares of Common Stock issuable upon
conversion of Series A Preferred Stock issued or issuable pursuant to such
agreement, (C) shares of Common Stock issuable upon conversion of the Series A
Preferred Stock, (D) shares of Common Stock (including options to purchase such
shares) issuable pursuant to the Corporation's Stock Option Plan to the extent
such Plan has been approved by the Board of Directors of the Corporation.
Shares of Series A Preferred Stock not yet issued under the Contribution
Agreement and Common Stock issuable upon conversion of such Series A Preferred
Stock shall not be taken into account in determining the number of shares of
Common Stock outstanding on a fully diluted basis for purposes of paragraph
5(g)(i), and (E) shares of Common Stock issued in any transaction in which

                                      -9-
<PAGE>

the Group B Holders (as defined in the Stockholders Agreement) are entitled to
preemptive rights under Section 2.4 of the Stockholders Agreement and in which
they, taken together, purchase their full pro rata share of all of the New
Securities (as defined in the Stockholders Agreement) which they are entitled to
purchase under such provision with respect to such issuance.

     (iii)  Stock Dividends, Subdivisions, Reclassifications or Combinations.
            ----------------------------------------------------------------
If after the Initial Issue Date the Corporation shall (i) declare a dividend or
make a distribution on its Common Stock in shares of its Common Stock, (ii)
subdivide or reclassify the outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify the outstanding Common Stock
into a smaller number of shares, the Conversion Price in effect at the time of
the record date for such dividend or distribution or the effective date of such
subdivision, combination or reclassification shall be proportionately adjusted
so that the holder of any shares of Series A Preferred Stock surrendered for
conversion after such date shall be entitled to receive the number of shares of
Common Stock which he would have owned or been entitled to receive had such
shares of the Series A Preferred Stock been converted immediately prior to such
date. Successive adjustments in the Conversion Price shall be made whenever any
event specified above shall occur.

     (iv)   Other Distributions.  In case the Corporation shall after the
            -------------------
Initial Issue Date fix a record date for the making of a distribution to all
holders of shares of its Common Stock (i) of shares of any class other than its
Common Stock or (ii) of evidences of indebtedness of the Corporation or any
subsidiary or (iii) of assets (including cash but excluding dividends or
distributions referred to in subparagraph 5(g)(iii) above), or (iv) of rights or
warrants (excluding those referred to in subparagraph 5(g)(i) above), in each
case the Conversion Price in effect immediately prior thereto shall be reduced
immediately thereafter to the price determined by multiplying the Conversion
Price in effect immediately prior to such record date by a fraction, (i) the
numerator of which shall be an amount equal to the difference resulting from (A)
the number of shares of Common Stock outstanding on such record date multiplied
by the Market Price per share of Common Stock on such record date, less (B) the
fair market value (as determined by the Board, whose determination shall be
conclusive) of said shares or evidences of indebtedness or assets or rights or
warrants to be so distributed, and (ii) the denominator of which shall be equal
to the number of shares of Common Stock outstanding on such record date
multiplied by the Market Price per share of Common Stock on such record date.
Such adjustment shall be made successively whenever such a record date is fixed.
In the event that such distribution is not so made, the Conversion Price then in
effect shall be readjusted, effective as of the date when the Board determines
not to distribute such shares, evidences of indebtedness, assets, rights or
warrants, as the case may be, to the Conversion Price which would then be in
effect if such record date had not been fixed.

     (v)    Rounding of Calculations; Minimum Adjustment.  All calculations
            --------------------------------------------
under this subparagraph 5(g) shall be made to the nearest cent or to the nearest
one hundredth (1/100th) of a share, as the case may be. Any provision of this
Paragraph 5 to the contrary notwithstanding, no adjustment in the Conversion
Price shall be made if the amount of such adjustment would be less than $0.001;
but any such amount shall be carried forward and an adjustment with respect
thereto shall be made at the time of and together with any subsequent adjustment
which, together with such amount and any other amount or amounts so carried
forward, shall aggregate $0.001 of more.

     (vi)   Timing of Issuance of Additional Common Stock Upon Certain
            ----------------------------------------------------------
Adjustments.  In any case in which the provisions of this subparagraph 5(g)
shall

                                      -10-
<PAGE>

require that an adjustment shall become effective immediately after a record
date for an event, the Corporation may defer until the occurrence of such event
(A) issuing to the holder of any share of the Series A Preferred Stock converted
after such record date and before the occurrence of such event the additional
shares of Common Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the shares of Common Stock issuable upon
such conversion before giving effect to such adjustment and (B) paying to such
holder any amount of cash in lieu of a fractional share of Common Stock pursuant
to subparagraph 5(f); provided that the Corporation upon request shall deliver
to such holder a due bill or other appropriate instrument evidencing such
holder's right to receive such additional shares, and such cash, upon the
occurrence of the event requiring such adjustment.

     (h)  Current Market Price.  The Current Market Price at any date shall
          --------------------
mean, in the event the Common Stock is publicly traded, the average of the daily
closing prices per share of Common Stock for thirty (30) consecutive trading
days ending three (3) trading days before such date (as adjusted for any stock
dividend, split, combination or reclassification that took effect during such 30
trading day period). The closing price for each day shall be the last reported
sale price regular way or, in case no such reported sale takes place on such
day, the average of the last closing bid and asked prices regular way, in either
case on the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or if not listed or admitted to trading on any
national securities exchange, the closing sale price for such day reported by
Nasdaq, if the Common Stock is traded over-the-counter and quoted in the
National Market System, or if the Common Stock is so traded, but not so quoted,
the average of the closing reported bid and asked prices of the Common Stock as
reported by Nasdaq or any comparable system, or, if the Common Stock is not
listed on Nasdaq or any comparable system, the average of the closing bid and
asked prices as furnished by two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Corporation for that
purpose.  If the Common Stock is not traded in such manner that the quotations
referred to above are available for the period required hereunder, Current
Market Price per share of Common Stock shall be deemed to be the fair value per
share of Common Stock as determined in good faith by the Board of Directors,
irrespective of any accounting treatment.

     (i)  Statement Regarding Adjustments.  Whenever the Conversion Price shall
          -------------------------------
be adjusted as provided in subparagraph 5(g), the Corporation shall forthwith
file, at the office of any transfer agent for the Series A Preferred Stock, if
any, and at the principal office of the Corporation, a statement showing in
detail the facts requiring such adjustment and the Conversion Price that shall
be in effect after such adjustment, and the Corporation shall also cause a copy
of such statement to be sent by mail, first class postage prepaid, to each
holder of shares of the Series A Preferred Stock at its address appearing on the
Corporation's records.  Each such statement shall be signed by the Corporation's
chief financial officer.  Where appropriate, such copy may be given in advance
and may be included as part of a notice required to be mailed under the
provisions of subparagraph 5(j).

     (j)  Notice to Holders.  In the event the Corporation shall propose to take
          -----------------
any action of the type described in clause (i) (but only if the action of the
type described in clause (i) would result in an adjustment in the Conversion
Price), (iii) or (iv) of subparagraph 5(g), or described in subparagraph 5(m),
the Corporation shall give notice to each holder of shares of the Series A
Preferred Stock, in the manner set forth in subparagraph 5(i), which notice
shall specify the record date, if any, with respect to any such action and the
approximate date on which such action is to take place.  Such notice shall also
set forth such facts with respect thereto as shall be reasonably

                                      -11-
<PAGE>

necessary to indicate the effect on the Conversion Price and the number, kind or
class of shares or other securities or property which shall be deliverable upon
conversion of shares of the Series A Preferred Stock. In the case of any action
which would require the fixing of a record date, such notice shall be given at
least ten (10) days prior to the date so fixed, and in case of all other action,
such notice shall be given at least fifteen (15) days prior to the taking of
such proposed action. Failure to give such notice, or any defect therein, shall
not affect the legality or validity of any such action.

     (k)  Treasury Stock.  For the purposes of this Paragraph 5, the sale or
          --------------
other disposition of any Common Stock theretofore held in the Corporation's
treasury that are issued for at least the consideration paid to acquire such
Common Stock shall not be deemed to be an issuance thereof.

     (l)  Costs.  The Corporation shall pay all documentary, stamp, transfer or
          -----
other transactional taxes attributable to the issuance of delivery of shares of
Common Stock upon conversion of any shares of the Series A Preferred Stock;
provided that the Corporation shall not be required to pay any federal or state
income taxes or other taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificate for such shares in a
name other than that of the holder of the shares of the Series A Preferred Stock
in respect of which such shares are being issued.

     (m)  Consolidation, Merger, Sale, Lease or Conveyance.  In case after the
          ------------------------------------------------
Initial Issue Date of any consolidation with or merger of the Corporation with
or into another corporation or other entity, or in case of any sale, lease or
conveyance to another corporation or other entity of the assets of the
Corporation as an entirety or substantially as an entirety, each share of the
Series A Preferred Stock shall after the date of such consolidation, merger,
sale, lease or conveyance be convertible into the number of shares of stock,
other securities and/or property (including cash) to which the Common Stock
issuable (immediately prior to such consolidation, merger, sale, lease or
conveyance) upon conversion of such share of the Series A Preferred Stock would
have been entitled upon such consolidation, merger, sale, lease or conveyance;
and in any such case, if necessary, the provisions set forth herein with respect
to the rights and interests thereafter of the holders of the shares of the
Series A Preferred Stock (including without limitation the definition of Current
Market Price) shall be appropriately adjusted so as to be applicable, as nearly
as may reasonably be, to any shares of stock or other securities or property
thereafter deliverable on the conversion of the shares of the Series A Preferred
Stock.  In determining the kind and amount of stock, securities and/or property
receivable upon consummation of such consolidation, merger, sale, lease or
conveyance, if the holders of Common Stock have the right to elect the kind or
amount of consideration receivable upon consummation of such transaction, then
the holders of the Series A Preferred Stock, in connection with such transaction
and at the same time holders of Common Stock are allowed to make such election,
shall be given the right to make a similar election with respect to the number
of shares of stock or other securities or property into which such holder's
Series A Preferred Stock shall thereafter be convertible.

6.   Exclusion of Other Rights.
     -------------------------

     Except as may otherwise be required by law, the shares of Series A
Preferred Stock shall not have any preferences or relative, participating,
optional or other special rights, other than those

                                      -12-
<PAGE>

specifically set forth in the Stockholders Agreement and this Certificate of
Designation (as such may be amended from time to time) and in the Corporation's
Certificate of Incorporation.

7.   Headings of Subdivisions.
     ------------------------

     The headings of the various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the provisions
hereof.

8.   Severability of Provisions.
     --------------------------

     If any right, preference or limitation of the Series A Preferred Stock set
forth in this Certificate of Designation (as such may be amended from time to
time) is invalid, unlawful or incapable of being enforced by reason of any rule
of law or public policy, all other rights, preferences and limitations set forth
in the this Certificate of Designation which can be given effect without the
invalid, unlawful or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect, and no right, preference or
limitation herein set forth shall be deemed dependent upon any other such right,
preference or limitation unless so expressed herein.

9.   Status of Reacquired Shares.
     ---------------------------

     Shares of Series A Preferred Stock which have been issued and reacquired in
any manner shall (upon compliance with any applicable provisions of the laws of
the State of Delaware) have the status of authorized and unissued shares of
Preferred Stock issuable in series undesignated as to series and may be
redesignated and reissued.

                                      -13-
<PAGE>

     IN WITNESS WHEREOF, this Certificate has been duly executed by the
undersigned President and Secretary of the Corporation this _____ day of
____________, 2000.

                                                  GRYPHON EXPLORATION COMPANY



                                                  By:_________________________
                                                     ____________________
                                                     President


ATTEST:

_________________________
____________________
Secretary

                                      -14-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>PRESS RELEASE - WARBURG PINCUS FUNDING
<TEXT>

<PAGE>

                                                                    EXHIBIT 99.1


CHENIERE ENERGY, INC.                                   CONTACT: DAVID CASTANEDA
                                                              INVESTOR RELATIONS
                                                                  1-888-948-2036

NEWS RELEASE                                          E-mail:  chex@mdcgroup.com
                                                               -----------------

Cheniere Energy Closes $25,000,000 Funding With Warburg Pincus

HOUSTON, October 12, 2000 -- Cheniere Energy Inc. (NASDAQ: CHEXC) announced
today that it has closed on its $25,000,000 funding agreement with Warburg,
Pincus Equity Partners, L.P., a global private equity fund based in New York.

Cheniere's Chairman Charif Souki said, ``We have now funded our initial
exploration program on the Fairfield Database with our new financial partner,
Warburg Pincus. This achieves our goal of combining substantial financial
resources with our leading edge exploration technology, and our world-class
staff of exploration experts and managers. I think our prospects for success are
very high with this combination."

The previously announced agreement between Cheniere and Warburg for the
formation of Gryphon Exploration Company calls for Cheniere to contribute
selected assets that include the 3D seismic database acquired from Fairfield
Industries Inc., over approximately 8,800 square miles in the Gulf of Mexico,
the prospects generated thereon, certain offshore leases, its Shark Prospect
currently being drilled, its Joint Exploration Agreement with Samson Offshore
Company and certain other assets. For its investment of $25,000,000, Warburg
Pincus receives preferred stock with an 8 percent accrued dividend, convertible
into 63.2 percent of Gryphon's common stock. Cheniere and Warburg Pincus also
agreed, under certain circumstances, to contribute to Gryphon their pro rata
portions of an additional $75 million.

In addition to a 36.8 percent interest in Gryphon, Cheniere maintains ownership
of its currently producing oil and gas properties with reserves valued at
$12,100,000 as of June 30, 2000, its proprietary 3D seismic database in the West
Cameron area of Louisiana, a license to 1,900 square miles of 3D seismic data
recently acquired from Seitel Data Ltd. and the option to license an additional
3,100 square miles of data from Seitel.

Souki added, "During the course of this year we achieved many of the goals we
set forth for Cheniere's growth; we successfully attracted a sophisticated
industry partner in Samson Resources for our Fairfield Database exploration
program. We achieved positive cash flow and earnings. The recent addition to our
management team of Charles Reimer to run operations at the Cheniere level,
positions us to aggressively pursue our basket of opportunities on numerous
fronts." Charles Reimer, who assumed Cheniere's helm as chief executive officer
upon closing of the transaction, will remain on Cheniere's Board as well as
serving on Gryphon's board of directors along with Cheniere Chairman Charif
Souki, two representatives from Warburg Pincus and Mike Harvey, Gryphon's CEO.

Reimer said, "I'm anxious to move forward with Cheniere's business plan." As he
takes over Cheniere's operations monthly cash flow is expected to average about
$400,000 a month for the remainder of the year with the current production rate
of 3MMcf/d after installation of compression earlier this month. He added, "This
is a base from which we will look to grow as we develop an aggressive drilling
program on our Seitel and proprietary databases, while pursuing several other
opportunities. We are also excited that the Warburg investment enables us to
ramp up the exploration program within Gryphon, under Mike Harvey's capable
leadership. We expect all these activities to contribute to shareholder value as
we continue to execute Cheniere's business plan."

Cheniere Energy, Inc. is an independent oil and gas company focused in and
around the Gulf of Mexico.  The company generates drilling prospects internally
using its regional 3D seismic database and acquires drilling rights on these
prospects through lease sales and farm-ins.  Additional information about
Cheniere can be found by calling the company's Investor and Media Relations
Department at 888-948-2036 or by writing to chex@mdcgroup.com.
                                            ------------------
<PAGE>

Except for the historical statements contained herein, this news release
presents forward-looking statements that involve risks and uncertainties.
Although the company believes that the expectations reflected in such forward-
looking statements are based upon reasonable assumptions, it can give no
assurance that its expectations will be achieved. Certain risks and
uncertainties inherent in the company's business are set forth in the company's
periodic reports that are filed with and available from the Securities and
Exchange Commission.

                                      ###
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>PRESS RELEASE - NEW PRESIDENT
<TEXT>

<PAGE>

                                                                    EXHIBIT 99.2


CHENIERE ENERGY, INC.  CONTACT: DAVID CASTANEDA
                                                              Investor Relations
                                                                  1-888-948-2036
                                                      E-mail:  chex@mdcgroup.com
                                                               -----------------
NEWS RELEASE

Cheniere Energy, Inc. Names New President

Houston - September 19, 2000 - Cheniere Energy, Inc. (NASDAQ:CHEX) announced
today that its board of directors has elected Charles M. Reimer to serve as
President and Chief Executive Officer of the company. Mr. Reimer has been a
director of Cheniere since April 1998 and will continue to serve on the
company's board.

Mr. Reimer has most recently served as President of British-Borneo USA, Inc. in
Houston.  Prior to joining British Borneo in November 1998, Mr. Reimer served as
Chairman and CEO of Virginia Indonesia Company (VICO), the operator on behalf of
Union Texas Petroleum Holdings, Inc. and LASMO plc, of major gas and oil
reserves and production located in East Kalimantan, Indonesia.  Mr. Reimer began
his career with Exxon Company USA in 1967 and held various professional and
management positions in Texas and Louisiana.  After leaving Exxon in 1985, Mr.
Reimer was named President of Phoenix Resources Company and relocated to Cairo,
Egypt to begin eight years of international assignments.

Charif Souki, Cheniere's Chairman, said, "Charles has a tremendous depth of
experience. He has led companies of considerable size and stature, and he brings
a broad perspective to Cheniere. We recently announced the formation of our
affiliate, Gryphon Exploration, to aggressively pursue our exploration program
on the Fairfield data set in conjunction with Warburg, Pincus Equity Partners,
L.P. Charles will serve on Gryphon's board of directors and will help oversee
Cheniere's 36.8% interest in Gryphon. Using the same strategy to build programs
around talented people, with leading edge technology, to exploit high impact oil
and gas prospects, Charles will also lead our efforts to fully develop our
production, exploit our proprietary data base in the West Cameron Parish,
Louisiana, and the data base we recently acquired from Seitel. He has been a
very valuable board member since joining us two years ago, and we are thrilled
that he has agreed to lead the next phase of our growth."


Mr. Reimer will be replacing Michael L. Harvey, who will leave Cheniere to serve
as President and Chief Executive Officer of Gryphon Exploration Company, a
company recently formed by Cheniere to implement its exploration program over an
8,800-square-mile 3D seismic database, which Cheniere licensed last year from
Fairfield Industries.

Cheniere Energy, Inc. is an independent oil and gas company focused in and
around the Gulf of Mexico. The company generates drilling prospects using its
11,000-square-mile 3D seismic database and acquires drilling rights on these
prospects through lease sales and farm-ins. Additional information about
Cheniere can be found by calling the company's Investor and Media Relations
Department at 888-948-2036.

                                      ###
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>PRESS RELEASE - STOCK SPLIT
<TEXT>

<PAGE>

                                                                    EXHIBIT 99.3



CHENIERE ENERGY, INC.                                   CONTACT: DAVID CASTANEDA
                                                              INVESTOR RELATIONS
                                                                  1-888-948-2036

NEWS RELEASE                                          E-mail:  chex@mdcgroup.com
                                                               -----------------


Cheniere Energy Shareholders Approve 1-for-4 Reverse Stock Split


HOUSTON - October 17, 2000 -- Cheniere Energy Inc. (NASDAQ: CHEXC) announced
today that its shareholders approved a one-for-four reverse stock split at a
special shareholders meeting at the Company's Houston headquarters. The move was
initiated to raise the Company's shares above the $1.00 minimum level, which
would ensure that Cheniere's stock would meet the requirements to continue to
trade on the NASDAQ SmallCap Market.

"We believe that this initiative is in the best interest of the Company and its
shareholders," asserts Cheniere's Chairman Charif Souki. "We are at a point in
our development where the company's fair value could be best reflected by
continuing to be listed on NASDAQ. We feel that this move was needed not only to
meet NASDAQ's requirements, but to maintain our liquidity."

The most immediate effect of the reverse split will be to reduce Cheniere's
issued and outstanding shares from 42,989,572 shares to approximately 10,872,393
shares. The par value of the common will not be affected. The per share net
income or loss and net book value of common stock will be increased to reflect
the reduced number of shares outstanding.

Shareholders holding stock in the Company as of the close of business on October
17, 2000 will be re-issued one "new share" of stock for every four "old shares"
held by them on that date. The Company's stock transfer agent, US Stock
Transfer, will distribute the stock. NASDAQ has confirmed that at the opening of
trading on October 18, 2000, the Company's shares will trade on a post-reverse-
split basis. The symbol will change to CHXCD for a period of 20 days so the
trading community is aware of the reverse split. Cheniere was granted a
temporary exception from NASDAQ when the Company failed to meet NASDAQ's $1.00
minimum bid price guidelines in August. The exception will expire on October 23,
2000.

In the event the Company is deemed to have met the terms of its exception, it
shall continue to be listed on the NASDAQ SmallCap Market. The Company believes
it can meet these conditions; however, there can be no assurance it will do so.
If at some future date the Company's securities should cease to be listed on the
NASDAQ SmallCap Market, the Company may continue to be listed on the OTC-
bulletin board.

Cheniere Energy, Inc. is an independent oil and gas company focused in and
around the Gulf of Mexico. The company generates drilling prospects internally
using its regional 3D seismic database and acquires drilling rights on these
prospects through lease sales and farm-ins. Additional information about
Cheniere can be found by calling the company's Investor and Media Relations
Department at 888-948-2036 or by writing to chex@mdcgroup.com.
                                            ------------------

Except for the historical statements contained herein, this news release
presents forward-looking statements that involve risks and uncertainties.
Although the company believes that the expectations reflected in such forward-
looking statements are based upon reasonable assumptions, it can give no
assurance that its expectations will be achieved. Certain risks and
uncertainties inherent in the company's business are set forth in the company's
periodic reports that are filed with and available from the Securities and
Exchange Commission.

                                      ###
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
