FIRST GUARANTY AMENDMENT


                                                    As of December 18, 1997

       Hondo Magdalena Oil & Gas Limited
       c/o Hondo Oil & Gas Company
       10375 Richmond Avenue, Suite 900
       Houston, Texas 77042

            Re:  Guaranty

       Gentlemen:

          As you know, London  Australian & General Property Company Limited  is
       in the  process of amending its  existing Amended and Restated  Revolving
       Credit Agreement, dated as of July  2, 1997 (as currently in effect,  the
       "Existing  Loan   Agreement"),  with  Hondo  Oil   &  Gas  Company   (the
       "Borrower"), which you guarantied pursuant to your Guaranty executed  and
       delivered  as of  July 2,  1997 (as  currently in  effect, the  "Existing
       Guaranty") in  our favor (as assignee  of Thamesedge Ltd., the  "Original
       Lender").   Under  the proposed  amendment, among  other things  (a)  the
       Commitment  and,  accordingly,  the  principal  amount  subject  to   the
       Guaranty, is  being increased to  $35,000,000 (including $7,500,000  that
       may represent interest  added to principal), (b)  an Event of Default  is
       being added to  the Existing Loan Agreement to  the effect that it  shall
       be an Event  of Default if the Borrower shall  have failed to furnish  to
       Lender, by October  1, 1998, a proved  gas reserve report of  Netherland,
       Sewell & Associates that shows that a minimum of 13,000,000 mcf (25%)  of
       proved gas  reserve exists,  which are  subject to  the Opon  Association
       Contract in  which Hondo Magdalena  then participates,  above the  proved
       gas  reserve  of  52,475,554 mcf  at  September  30,  1997  and  (c)  the
       definition of  the term "Credit  Documents" is being  amended to  include
       that certain Security Agreement dated May 13, 1997, as amended as of  the
       date hereof (as same  may be supplemented, modified, amended or  restated
       from time to time).

          We understand  that you have reviewed a copy  of the final version  of
       the proposed First  Amendment to the Existing Loan Agreement,  including,
       without limitation,  the proposed  Amended and  Restated Promissory  Note
       relating  thereto and  the Security  Agreement (collectively,  the  "Loan
       Agreement Amendments").  Capitalized  terms used but not defined in  this
       letter are used  as they are defined in the  Existing Guaranty.  For  all
       purposes, "Guaranty"  means the Existing  Guaranty, as  modified by  this
       letter, and  as the same may  be further supplemented, modified,  amended
       and restated from time to time in the manner provided therein.

          Please execute this letter  to acknowledge your agreement to the  Loan
       Agreement Amendments and that your guarantee and other obligations  under
       the Guaranty  remain and continue  in full force  and effect both  before
       and after  giving effect  to the  Loan Agreement  Amendments and  related
       documentation (including,  without limitation, the  matters set forth  in
       this letter).  Our request to  you in this instance does not obligate  us
       to notify you or seek your  consent in the future as to any amendment  or
       other matter where (pursuant to your Guaranty, or otherwise) such  notice
       or consent is not required.





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          Your  signature,  where indicated  below,  also will  constitute  your
       acknowledgment of  and agreement to  the following  modifications to  the
       Existing Guaranty (without limiting the prior paragraph of this letter):

              i.   London  Australian &  General  Property Company  Limited  has
                   become  the  "Lender"  for  purposes  of  the  Existing  Loan
                   Agreement, as amended  by the Loan Agreement Amendments,  the
                   Guaranty and the other Credit Documents;

              ii.  The  Guaranty now  covers, among  other things,  all  amounts
                   borrowed and to be borrowed (and interest thereon) under  the
                   Existing Loan  Agreement, as  amended by  the Loan  Agreement
                   Amendments;

              iii. You  represent  and warrant  that  your  representations  and
                   warranties set  forth in the Existing  Guaranty are true  and
                   correct in  all material respects  on and as  of the date  of
                   this  letter,  after giving  effect  hereto,  with  the  same
                   effect  as though  those representations  and warranties  had
                   been made on and as of the date hereof; and

              iv.  Section 7  of the  Existing Guaranty  is amended  to read  as
       follows:

              "SECTION 7.    Consent to Jurisdiction; Waiver of Immunities.

                 (a)  Guarantor hereby  irrevocably submits to the  jurisdiction
              of any  New York  or federal  court  sitting in  New York  in  any
              action or proceeding arising out of or relating to this  Guaranty,
              and the  Guarantor hereby irrevocably  agrees that  all claims  in
              respect of such action  or proceeding may be heard and  determined
              in  such  New  York  or  federal  court.    The  Guarantor  hereby
              irrevocably waives, to the fullest extent they may effectively  do
              so, the  defense of an  inconvenient forum to  the maintenance  of
              such  action or  proceeding.   The  Guarantor  hereby  irrevocably
              appoints John  J. Hoey (the  "Process Agent"), with  an office  on
              the  date hereof  at  Hondo  Oil &  Gas  Company,  10375  Richmond
              Avenue, Suite  900, Houston, TX  77042, telephone (713)  954-4600,
              telecopier (713) 954-4601, as  its agent to receive, on behalf  of
              the Guarantor and its  property, service of copies of the  summons
              and complaint  and any  other process that  may be  served in  any
              such action or  proceeding.  Such service  may be made by  mailing
              or delivering a copy of such  process to the Guarantor in care  of
              the Process Agent  at the Process Agent's  address above, and  the
              Guarantor hereby  irrevocably authorizes and  directs the  Process
              Agent to  accept such service  on its behalf.   As an  alternative
              method of  service,  Guarantor also  irrevocably consents  to  the
              service of any  and all process in  any such action or  proceeding
              by the  mailing of  copies of  such process  to Guarantor  at  its
              address specified in  Section 11.  Guarantor  agrees that a  final
              judgment in any such action or proceeding shall be conclusive  and
              may be enforced in other jurisdictions by suit on the judgment  or
              in any other manner provided by law.

                 (b)  Nothing  in this  Section shall  affect the  right of  the
              Lender to  serve legal process  in any other  manner permitted  by
              law or  affect the  right of  the Lender  to bring  any action  or
              proceeding against Guarantor or its property in the courts of  any
              other jurisdictions.


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                 (c)  To the extent that Guarantor has or hereafter may  acquire
              any immunity  from jurisdiction  of any  court or  from any  legal
              process (whether  through service of  notice, attachment prior  to
              judgment, attachment in aid of execution, execution or  otherwise)
              with  respect  to Guarantor  or  its  property,  Guarantor  hereby
              irrevocably waives  such immunity  in respect  of its  obligations
              under this Guaranty."

              v. Notices, requests  and demands to the  Lender, as set forth  in
                 Section 11  of the Existing Guaranty,  shall be in writing  and
                 shall  be effective  when delivered  to  the Lender  at  London
                 Australia  & General  Property Company,  Four Grosvenor  Place,
                 London,  SW1X  7DL,  England,  telephone   011-44-171-201-6000,
                 telecopier  011-44-171-201-6100,  Attention:   R.  E.  Whitten,
                 with a  copy to  Rudolph H. Funke,  Esq. at  805 Third  Avenue,
                 18th  Floor,  New York,  NY    10022,  telephone  212-715-7001,
                 telecopier 212-838-8141.

              vi.     This Guaranty shall be  governed by the laws of the  State
                 of  New  York  (other  than  those  that  would  defer  to  the
                 substantive laws of another jurisdiction).  Without in any  way
                 limiting  the  preceding choice  of  law,  the  parties  intend
                 (among  other  things)  to  thereby  avail  themselves  of  the
                 benefit of  Section 5-1401 of  the General  Obligations Law  of
                 the State of New York.

              Your signature, where indicated  below, also will constitute  your
       acknowledgment of and  agreement and certification that: (a) pursuant  to
       the Existing Loan Agreement, the  Lender has made  Advances (as  defined)
       to the  Borrower that are outstanding  as of the date  of this letter  in
       the   aggregate    principal   amount   of   $18,866,026.56    (including
       $1,166,026.56 of  interest added to  principal); (b)  the obligations  of
       the Borrower to repay all  Advances (including those to be made  pursuant
       to the  Loan Agreement Amendments)  with interest, to  the Lender and  to
       perform  or otherwise  satisfy  all other  obligations,  as well  as  the
       security  interests  in  the  Collateral  (as  defined  in  the  Security
       Agreement) granted  by the Borrower  to the Lender,  (i) each remain  and
       shall continue  in full force  and effect, both  before and after  giving
       effect to  the transactions  contemplated by  this letter,  (ii) are  not
       subject  to  any defense,  counterclaim,  setoff,  right  of  recoupment,
       abatement, reduction or other  claim or determination, and (iii) are  and
       shall  continue  to be  governed  by  the terms  and  provisions  of  the
       Existing Loan  Agreement and other  Credit Documents, as  amended by  the
       Loan  Agreement Amendments  and as  same may  be supplemented,  modified,
       amended or restated in  the future; (e) your absolute, unconditional  and
       irrevocable guarantee to the Lender of the full and punctual payment  and
       satisfaction  of the  foregoing and  any and  all other  obligations  the
       Borrower (i) remains  and shall continue in  full force and effect,  both
       before and after giving  effect to the transactions contemplated by  this
       letter, (ii) is not  subject to any defense, counterclaim, setoff,  right
       of recoupment, abatement, reduction or other claim or determination,  and
       (iii) is and  shall continue to be governed  by the terms and  provisions
       of  the Existing  Guaranty and  other Credit  Documents as  supplemented,
       modified and amended.


                                          Very truly yours,



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                                          LONDON AUSTRALIAN & GENERAL
                                          PROPERTY COMPANY LIMITED


                                          By:  /s/ R. E. Whitten
                                               -------------------------------



       ACKNOWLEDGED AND AGREED:

       HONDO MAGDALENA OIL & GAS LIMITED


         /s/ John J. Hoey
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