REGISTRATION RIGHTS AGREEMENT



     REGISTRATION RIGHTS AGREEMENT, (the "Agreement"), dated as of June ___,

2002, between EVANS SYSTEMS, INC., a Texas corporation (the "Company"), and the

undersigned holders of warrants of the Company (individually, a "Holder" and

collectively, the "Holders").



                                    RECITALS



     WHEREAS, the Company has issued to the Holders warrants (the "Warrant") to

purchase the shares of common stock, par value $.01 per share, of the Company

("Common Stock") as set forth on Schedule A attached hereto; and



     WHEREAS, the Company and the Holders desire to provide for registration

rights relating to the securities underlying the Warrant.



     NOW, THEREFORE, in consideration of the mutual representations and

agreements set forth in this Agreement, the Company and the Holders hereby agree

as follows:



     1. Definitions. Capitalized terms used herein shall have the following

respective meanings, unless otherwise provided elsewhere herein:



     "Affiliate" means, with respect to any Person, (i) each other Person that,

directly or indirectly, owns or controls, whether beneficially, or as a trustee,

guardian or other fiduciary, ten percent (10%) or more of the Stock having

ordinary voting power in the election of directors of such Person, (ii) each

Person that directly or indirectly controls, is controlled by or is under common

control with such Person or any Affiliate of such Person, (iii) each of such

Person's officers, directors, joint ventures and partners, and, (iv) the spouse,

each sibling and each lineal descendant and ascendant of any such specified

Person or any Affiliate of such specified Person. For the purpose of this

definition, "control" of a Person shall mean the possession, directly or

indirectly, of the power to direct or cause the direction of its management or

policies, whether through the ownership of voting securities, by contract or

otherwise.



     "Common Stock" shall have the meaning set forth in the recitals in this

Agreement.



     "Demand Registration" shall have the meaning given thereto in Section 2.2

hereto.



     "Demand Request" shall have the meaning given thereto in Section 2.2

hereto.



     "Exchange Act" means the Securities Exchange Act of 1934, as amended, or

any similar Federal statute from time to time in effect, and any reference to a

particular section of such act shall include a reference to the comparable

section, if any, of any such similar Federal statute.

<PAGE>



     "Holder" means any holder of the Registrable Securities and any successor

or assign or subsequent holder as contemplated hereof.



     "Indemnified Holder" shall have the meaning given thereto in Section 4

hereof.



     "Majority Holders" means, at any time, the Holders of a majority of the

Registrable Securities issued or issuable at such time.



     "Market Value" shall have the meaning given thereto in Section 2.1 hereof.



     "Participating Holder" shall have the meaning given thereto in Section 2.2

hereof.



     "Person" means any individual, sole proprietorship, partnership (including

a limited partnership), joint venture, trust, unincorporated organization,

association, corporation, institution, public benefit corporation, limited

liability company, joint stock company, entity or government (whether federal,

state, county, city, municipal or otherwise, including, without limitation, any

instrumentality, division, agency, body or department thereof) or other business

entity.



     "Piggyback Registration" shall have the meaning given thereto in Section

2.1 hereof.



     "Prospectus" means the prospectus included in any Registration Statement,

as amended or supplemented by any prospectus supplement, with respect to the

terms of the offering of any portion of the Registrable Securities covered by

the Registration Statement and by all other amendments and supplements to the

prospectus, including post-effective amendments and all material incorporated by

reference in such prospectus.



     "Registrable Securities" means, as of any date, (i) any shares of Common

Stock issued or issuable upon exercise of the Warrant, and (ii) any shares of

Common Stock or any other securities issued or issuable directly or indirectly

in respect of any shares of Common Stock described in the preceding clause (i)

as a result of any stock splits, stock dividends, reclassifications,

recapitalizations, or similar events. Once issued, such securities shall cease

to be Registrable Securities when (i) a Registration Statement with respect to

the sale of such securities shall have become effective under the Securities Act

and such securities shall have been disposed of in accordance with such

Registration Statement, (ii) they shall have been distributed to the public

pursuant to Rule 144 (or any successor provision) under the Securities Act,

(iii) they shall have been otherwise transferred and new certificates for them

not bearing a legend restricting further transfer shall have been delivered by

the Company, or (iv) they shall have ceased to be outstanding.

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