$250,000,000

PLAINS EXPLORATION & PRODUCTION COMPANY

7 ¹/8% Senior Notes due 2014

Registration Rights Agreement

June 30, 2004

This REGISTRATION RIGHTS AGREEMENT dated June 30, 2004, (the Agreement) is entered into by and among Plains Exploration & Production Company, a Delaware corporation (the Issuer), the subsidiary guarantors of the Issuer listed on Schedule I hereto (the Initial Guarantors) and Lehman Brothers Inc., J.P. Morgan Securities Inc., Banc of America LLC, BNP Paribas Securities Corp. and Harris Nesbitt Corp. (collectively, the Initial Purchasers).

The Issuer, the Initial Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated June 18, 2004 (the Purchase Agreement), which provides for the sale by the Issuer to the Initial Purchasers of $250,000,000 aggregate principal amount of the Issuers 7 ¹/8% Senior Notes due 2014 (the Securities) which will be unconditionally guaranteed on an unsecured senior basis by each of the Initial Guarantors and, under certain terms and conditions set forth in the Indenture (as defined below), The Congo Holding Company, a Texas corporation (Congo Holding), and The Nuevo Congo Company, a Delaware corporation (Nuevo Congo and together with Congo Holding, the Congo Guarantors). The Initial Guarantors and the Congo Guarantors (to the extent and under the conditions they are required to guarantee the Securities pursuant to the Indenture) are referred to herein as the Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Issuer and the Initial Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. In addition, the Issuer hereby covenants and agrees that if the Congo Guarantors become guarantors under the Indenture on or prior to the consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, the Issuer shall cause the Congo Guarantors to comply with all provisions of this Agreement and perform their obligations hereunder as specified herein. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture, dated as of June 30, 2004 (the Indenture), among the Issuer, the Initial Guarantors and Wells Fargo Bank, N.A., as trustee, relating to the Securities and the Exchange Securities (as defined below).

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

Additional Interest shall have the meaning set forth in Section 2 hereof.

Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

Closing Date shall mean the Closing Date as defined in the Purchase Agreement.

Congo Guarantors shall have the meaning set forth in the preamble and shall also include any Congo Guarantors successors.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time.

Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof.

Exchange Offer shall mean the exchange offer by the Issuer and the Guarantors, as applicable, of Exchange Securities for Transfer Restricted Securities pursuant to Section 2(a) hereof.

Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.

Exchange Securities shall mean the Securities issued by the Issuer and guaranteed by the Guarantors, as applicable, under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to the requirements to pay Additional Interest pursuant to Section 2 hereof) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

Guarantors shall have the meaning set forth in the preamble and shall also include any Guarantors successors.

Holders shall mean the Initial Purchasers, for so long as they own any Transfer Restricted Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Transfer Restricted Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term Holders shall include Participating Broker-Dealers.

Initial Guarantors shall have the meaning set forth in the preamble and shall also include any Initial Guarantors successors.

2

Initial Purchasers shall have the meaning set forth in the preamble.

Indenture shall have the meaning set forth in the preamble, as the same may be amended from time to time in accordance with the terms thereof.

Issuer shall have the meaning set forth in the preamble and shall also include the Issuers successors.

Majority Holders shall mean the Holders of a majority of the aggregate principal amount of outstanding Transfer Restricted Securities; provided that whenever the consent or approval of Holders of a specified percentage of Transfer Restricted Securities is required hereunder, Transfer Restricted Securities owned directly or indirectly by the Issuer or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Issuer shall issue any additional Securities under the Indenture on or prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Transfer Restricted Securities to which this Agreement relates shall be treated as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Transfer Restricted Securities has been obtained.

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