Exhibit 10.2

                  COUNTERPART TO REGISTRATION RIGHTS AGREEMENT

                     BY AND BETWEEN CALLON PETROLEUM COMPANY

                   (FORMERLY CALLON PETROLEUM HOLDING COMPANY)

                           AND NOCO ENTERPRISES, L.P.

                            DATED SEPTEMBER 16, 1994



         WHEREAS, the parties have caused this Counterpart to be executed and
delivered by their respective duly authorized officers for purposes of Section
7.3 of the above-mentioned Registration Rights Agreement and for purposes of
confirming that the 1,839,836 shares of the common stock of Callon Petroleum
Company to be acquired jointly by Ganger Rolf ASA and Bonheur ASA directly from
Fred. Olsen Energy ASA are "Registrable Securities" as defined in the
Registration Rights Agreement; and

         WHEREAS, Ganger Rolf ASA and Bonheur ASA agree to be bound by the terms
of the Registration Rights Agreement;

         IN WITNESS WHEREOF, this Counterpart is effective as of the 28th day of
August, 2000.

         CALLON PETROLEUM COMPANY



         By:               /s/ Robert A. Mayfield

             Name:         Robert A. Mayfield

             Title:        Corporate Secretary

         GANGER ROLF ASA



         By:               /s/ F. Haavardsson                 /s/ J. C. Wallace

             Name:         F. Haavardsson                     J. C. Wallace

             Title:        Director                           Director

         BONHEUR ASA



         By:               /s/ F. Haavardsson                 /s/ J. C. Wallace

             Name:         F. Haavardsson                     J. C. Wallace

             Title:        Director                           Director