The aim of this study is to derive the fourth-order KN potential matrix-element. The matrix element is derived in 3D basis. Previous study about the-second order KN interaction shows that the result need to be improved, so we continue the study to the fourth-order. Potential matrix-element is derived from KN Interaction potential which is developed by Büttgen (Nucl. Phys. A506) dan Müller (Nucl. Phys. A513). The meson being exchanged in the fourth-order KN interaction is pion with intermediate state are NK* and ΔK*. Potential matrix-element is formulated from potential on 3D basis. We apply 3D technique in this study as a good alternative to Partial wave technique. That technique does not expand the free state in partial wave so it is useful in high energy scattering. Potential matrix-element derived from this study can be used to calculate differential cross section which can be used to calculate the contribution of pion exchange in KN scattering.