AMENDED AND RESTATED GUARANTY OF
                           HONDO MAGDALENA OIL & GAS LIMITED
                           ---------------------------------

            This Amended and Restated Guaranty dated as of July 2, 1997, is
       made by Hondo Magdalena Oil & Gas Limited, a Jersey, Channel Islands
       corporation (the "Guarantor"), and THAMESEDGE, LTD. an English
       corporation (the "Lender").  This Guaranty amends and restates the
       Guaranty made by Guarantor to the Lender dated as of June 28, 1996.

                                        RECITAL

            The Lender has entered into an Amended and Restated Revolving
       Credit Agreement dated as of July 2, 1997, as it may hereafter be
       amended or otherwise modified (the "Agreement"), with HONDO OIL & GAS
       COMPANY, a corporation organized and existing under the laws of Delaware
       (the "Borrower").  It is a condition precedent to the effectiveness of
       the Agreement that this company, a wholly owned subsidiary of the
       Borrower, shall have executed and delivered this Guaranty.  Terms
       defined in the Agreement and not otherwise defined herein have the same
       respective meanings when used herein, and the rules of interpretation
       set forth in Section 1.03 of the Agreement are incorporated herein by
       reference.

            SECTION 1.     Guaranty. The Guarantor hereby unconditionally
       guarantees the punctual payment when due, whether at stated maturity, by
       acceleration or otherwise, of all obligations of the Borrower now or
       hereafter existing under the Credit Documents, whether for principal,
       interest, fees, expenses or otherwise (the "Obligations"), and agree to
       pay any and all expenses incurred by the Lender in enforcing any rights
       under this Guaranty.

            SECTION 2.     Guaranty Absolute.  The Guarantor guarantees that
       the Obligations will be paid strictly in accordance with the terms of
       the Credit Document, regardless of any law, regulation or order now or
       hereafter in effect in any jurisdiction affecting any of such terms or
       the rights of the Lender with respect thereto.  The liability of the
       Guarantor under this Guaranty shall be absolute and unconditional,
       irrespective of the following:
            (a)  any lack of validity or enforceability of, or any release or
       discharge of the Borrower from liability under, the Credit Documents;

            (b)  any change in the time, manner or place of payment of, or in
       any other term of, all or any of the Obligations or any other amendment
       or waiver of, or any consent to departure from the Credit Documents;


            (c)  any subordination, compromise, exchange, release,
       nonperfection or liquidation of any collateral, or any unenforceability,
       release, amendment or waiver of, or consent to departure from, any other
       guaranty, for any or all of the Obligations;

            (d)  any express or implied amendment, modification, renewal,
       supplement, extension or acceleration of the Obligations or any of the
       Credit Documents;

            (e)  any exercise or nonexercise by the Lender of any right or
       privilege under this Guaranty or any of the other Credit Documents;



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            (f)  any bankruptcy, insolvency, reorganization, composition,
       adjustment, dissolution, liquidation or other like proceeding relating
       to either Guarantor, The Borrower or any other guarantor of the
       Obligations or any action taken with respect to this Guaranty by any
       trustee, receiver or court in any such proceeding, whether or not the
       Guarantors shall have had notice or knowledge of any of the foregoing;

            (g)  any assignment or other transfer, in whole or in part, of this
       Guaranty or of any of the other Credit Documents;

            (h)  any acceptance of partial performance of the Obligations;

            (i)  any consent to the transfer of, or any bid or purchase at sale
       of, any collateral for the Obligations; or

            (j)  any other circumstance that might otherwise constitute a
       defense available to, or a discharge of, the Borrower or any guarantor.

            This Guaranty shall continue to be effective or be reinstated, as
       the case may be, if at any time any payment of any of the Obligations is
       rescinded or must otherwise be returned by the Lender upon the
       insolvency, bankruptcy or reorganization of the Borrower or otherwise,
       all as though such payment had not been made.

            SECTION 3.     Waivers.  Guarantor unconditionally waives any
       defense to the enforcement of this Guaranty, including the following:

            (a)  all presentments, demands for performance, notices of
       nonperformance, protests, notices of protest, notices of dishonor and
       notices of acceptance of this Guaranty;

            (b)  any right to require the lender to proceed against the
       Borrower or any other guarantor at any time, to proceed against or
       exhaust any security held by the Lender at any time or to pursue any
       other remedy whatsoever at any time;

            (c)  the defense of any statute of limitations affecting the
       liability of Guarantor hereunder, the liability of the Borrower or the
       enforcement hereof, to the extent permitted by law;

            (d)  any defense arising by reason of any invalidity or
       unenforceability of any of the Credit Documents, any disability of the
       Borrower or any other guarantor, any manner in which the Lender has
       exercised its rights and remedies under the Credit Documents or any
       cessation from any cause whatsoever of the liability of the Borrower;

            (e)  any defense based upon an election of remedies by the Lender,
       including any election to proceed by judicial or nonjudicial foreclosure
       of any lien, whether on real property or personal property, or by deed
       in lieu thereof, whether or not every aspect of any foreclosure sale is
       commercially reasonable, or any election of remedies, including remedies
       relating to real-property or personal-property security, that destroys
       or otherwise impairs any subrogation rights of Guarantor or any rights
       of Guarantor to proceed against the Borrower for reimbursement, or both;

            (f)  any duty of the Lender to advise Guarantor of any information
       known to the Lender regarding the financial condition of the Borrower or
       any other circumstance affecting the Borrower's ability to perform its
       obligations to the Lender, it being agreed that such Guarantor assumes


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       responsibility for being and keeping informed regarding such condition
       or any such circumstance;

            (g)  any right of subrogation, contribution, indemnity or otherwise
       against the Borrower that may arise out of or be caused by this
       Guaranty, any right to enforce any remedy that the Lender now has or may
       hereafter have against the Borrower and any benefit of, and any right to
       participate in, any security now or hereafter held by the Lender; and

            (h)  without limiting the generality of the foregoing or any other
       provision hereof, any rights and benefits that might otherwise by
       available to such Guarantor under applicable English Law.

            SECTION 4.     Payments in Trust.  If any amount shall be paid to
       either Guarantor contrary to the provisions of Section 3(g), such amount
       shall be held in trust for the benefit of the Lender and shall forthwith
       be paid to the Lender to be credited and applied to the Obligations,
       whether matured or unmatured, in accordance with the terms of the Credit
       Agreement.

       SECTION 5.     Payments Free and Clear of Taxes, Etc. 

            (a)  Any and all payments made by Guarantor hereunder shall be made
       free and clear of and without deduction for any and all present or
       future taxes, levies, imposts, deductions, charges or withholdings, and
       all liabilities with respect thereto, excluding taxes imposed on the
       income of the Lender, and franchise taxes imposed on it, by the
       jurisdiction under the laws of which the Lender is organized and any
       political subdivision thereof (all such nonexcluded taxes, levies,
       imposts, deductions, charges, withholdings and liabilities being
       hereinafter referred to as "Taxes").  If Guarantor shall be required by
       law to deduct any Taxes from or in respect of any sum payable hereunder
       to the Lender, (i) the sum payable shall be increased as may be
       necessary so that after making all required deductions (including
       deductions applicable to additional sums payable under this Section) the
       Lender receives an amount equal to the sum it would have received had no
       such deductions been made, (ii) Guarantor shall make such deductions and
       (iii) Guarantor shall pay the full amount deducted to the relevant
       taxation authority or other authority in accordance with applicable law.

            (b)  In addition, the Guarantor agrees to pay any present or future
       stamp or documentary taxes or any other excise or property taxes,
       charges or similar levies that arise from any payment made hereunder or
       from the execution, delivery or registration of, or other with respect
       to, this Guaranty (hereinafter referred to as "Other Taxes").

            (c)  The Guarantor will indemnify the Lender for the full amount of
       Taxes and Other Taxes (including any Taxes or Other Taxes imposed by any
       jurisdiction on amounts payable under this Section) paid by the Lender
       and any liability (including penalties, interest and expenses) arising
       therefrom or with respect thereto, whether or not such Taxes or Other
       Taxes were correctly or legally asserted.  This indemnification shall be
       made within 30 days from the date the Lender makes written demand
       therefor.

            (d)  Within 30 days after the date of any payment of Taxes,
       Guarantor will furnish to the Lender, at its address referred to in
       Section 12, the original or a certified copy of a receipt evidencing
       payment thereof.  If no Taxes are payable in respect of any payment


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       hereunder to the Lender, Guarantor will furnish to the Lender a
       certificate from each appropriate taxing authority or an opinion of
       counsel acceptable to the Lender, in either case stating that such
       payment is exempt from or not subject to Taxes.

            (e)  Without prejudice to the survival of any other agreement of
       the Guarantor hereunder, the agreements and obligations of the Guarantor
       contained in this Section 5 shall survive the payment in full of the
       principal of and interest on the Advances.

            SECTION 6.     Judgment.

            (a)  If, for the purposes of obtaining judgment in any court, it is
       necessary to convert a sum due hereunder in United States dollars into
       another currency, the parties hereto agree, to the fullest extent
       permitted by law, that the rate of exchange used shall be that at which
       in accordance with normal banking procedures the Lender could purchase
       United States dollars with such other currency on the Business Day
       preceding that on which final judgment is given.

            (b)  The obligations of the Guarantor in respect of any sum due
       from them to the Lender hereunder shall, notwithstanding any judgment in
       a currency other than United States dollars, be discharged only to the
       extent that, on the Business Day following receipt by the Lender of any
       sum adjudged to be so due in such other currency, the Lender may in
       accordance with such other currency; if the United States dollars so
       purchased are less than the sum originally due to the Lender in United
       States dollars, the Guarantor agrees, as a separate obligation and
       notwithstanding any such judgment, to indemnify the Lender against such
       loss, and, if the United States dollars so purchased exceed the sum
       originally due to the Lender in United States dollars, the Lender agrees
       to remit such excess to Guarantor.

            SECTION 7.    Consent to Jurisdiction; Waiver of Immunities.

            (a)  Guarantor hereby irrevocable submit 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 agree 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 irrevocable waive, 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 Charles B. McDaniel, Esq., 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 their agent to receive on behalf of the Guarantors and their
       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 Guarantors hereby irrevocable authorize and
       direct the Process Agent to accept such service on their 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 their respective
       addresses specified in Section 12.  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


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       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 their property in the courts of any other jurisdictions.

            (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, such Guarantor hereby irrevocably waives such
       immunity in respect of its obligations under this Guaranty.

            SECTION 8.     Representations and Warranties.  Except as to items
       disclosed in the Credit Documents, the Guarantor hereby represents and
       warrants as follows:

            (a)  Organization.  Guarantor is a corporation duly incorporated,
       validly existing and in good standing under the laws of the applicable
       jurisdiction set forth in the first paragraph of this Guaranty and is
       duly licensed or qualified and in good standing as a foreign corporation
       in each other jurisdiction in which failure to qualify would materially
       and adversely affect the conduct of its business or the enforceability
       of contractual rights of such Guarantor.

            (b)  Due Authorization.  The execution, delivery and performance of
       this Guaranty are within Guarantor's corporate powers, have been duly
       authorized by all necessary corporate action, and do not contravene (i)
       Guarantor's charter documents or by laws or (ii) any applicable
       Governmental Rule or any contractual restriction binding on or affecting
       Guarantor.

            (c)  Governmental Action.  No Governmental Action is required for
       the due execution, delivery or performance by Guarantor of this
       Guaranty.

            (d)  Binding Effect.  This Guaranty is the legal, valid and binding
       obligation of Guarantor enforceable against such Guarantor in accordance
       with the terms hereof.

            (e)  Financial Information.  The audited balance sheet of Guarantor
       and its subsidiaries as of December 31, 1996 and the related audited
       statements of income and retained earnings of Guarantor and its
       subsidiaries for the fiscal year then ended, copies of which have been
       furnished to the Lender, fairly present the financial condition of
       Guarantor and its subsidiaries as of such date and the results of the
       operations of Guarantor and its subsidiaries for the year ended on such
       date, all in accordance with GAAP, and since December 31, 1996 there has
       been no material adverse change in such condition or operations.

            (f)  Litigation.  There is no pending or (to the knowledge of
       Guarantor) threatened action or proceeding affecting Guarantor or any of
       its subsidiaries before any Governmental Person that may materially and
       adversely affect the financial condition or operations of Guarantor or
       any subsidiary thereof or the ability of Guarantor to perform its
       obligations under this Guaranty, except as disclosed to the Lender in
       the financial statements referred to in Section 8(e).



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            (g)  Ownership of Guarantor and Borrower.  Borrower owns 100% of
       the outstanding capital stock of Guarantor.

            SECTION 9.     Affirmative Covenants.  Guarantor covenants and
       agrees that, so long as any part of the Obligations shall remain unpaid
       or the Lender shall have any Commitment, Guarantor will, unless the
       Lender shall otherwise consent in writing, comply with the following
       covenants:

            (a)  Compliance with Laws, Etc.  Guarantor will comply and cause
       each of its subsidiaries to comply in all material respects with all
       applicable Governmental Rules, such compliance to include paying before
       the same become delinquent all taxes, assessments and governmental
       charges imposed upon it or upon its property, except to the extent
       contested in good faith and by appropriate proceedings.

            (b)  Maintenance of Existence.  Guarantor will preserve and
       maintain its corporate existence and all of its rights, privileges and
       franchises necessary and desirable in the normal conduct of its business
       in a regular manner.

            (c)  Reporting Requirements.  Guarantor will furnish to the Lender
       a copy of the annual accounts of Guarantor containing financial
       statements for each fiscal year, certified by its auditors in accordance
       with GAAP practice, and such other information respecting the condition
       of operations, financial or otherwise, of such Guarantor or any of its
       subsidiaries as the Lender may from time to time reasonably request.

            (d)  Notice of Proceedings.  Guarantor will promptly give notice in
       writing to the Lender of all litigation, arbitration proceedings and
       regulatory proceedings affecting such Guarantor, except litigation or
       proceedings that, if adversely determined, could not materially and
       adversely affect the financial condition of such Guarantor.

            SECTION 10.    Amendments, Etc.  No amendment or waiver of any
       provision of this Guaranty or consent to any departure by the Guarantor
       therefrom shall in any event be effective unless the same shall be in
       writing and signed by the Lender, and then such waiver or consent shall
       be effective only in the specific instance and for the specific purpose
       for which given.


            SECTION 11.    Addresses for Notices.  All notices and other
       communications provided for hereunder shall be in writing and mailed
       (certified mail, return-receipt requested), telecopied or delivered
       personally, if to Guarantor, c/o Hondo Oil & Gas Company, 10375 Richmond
       Avenue, Suite 900, Houston, TX 77042, telephone (713) 954-4600,
       telecopier (713) 954-4601, Attention:  Charles B. McDaniel, Esq.; if to
       Lender at Thamesedge, Ltd.,     4 Grosvenor Place, London, SW1X 7DL
       England, telephone 011-44-171-201-6000, telecopier 011-44-171-201-6100,
       Attention: Robin 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; or, as to each party, to it at such other
       address as shall be designated by such party in a written notice to the
       other parties.  All such notices and other communications shall be
       effective, if mailed, 72 hours after being deposited in the mails, or if
       telecopied or delivered personally, when received.




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            SECTION 12.  No Waiver; Remedies.  No failure on the part of the
       Lender to exercise, and no delay in exercising, any right hereunder
       shall operate as a waiver thereof, and no single or partial exercise of
       any right hereunder shall preclude any other or further exercise thereof
       or the exercise of any other right.  The remedies provided herein are
       cumulative and not exclusive of any remedies provided by law.

            SECTION 13.    Continuing Guaranty; Transfer of Note.  This
       Guaranty is a continuing guaranty and shall (a) remain in full force and
       effect until payment in full of the Obligations and all other amounts
       payable under this Guaranty and expiration of the Commitment, (b) be
       binding upon the Guarantor and their respective successors and assigns
       and (c) inure to the benefit of and be enforceable by the Lender and its
       successors, transferees and assigns.  Without limiting the generality of
       the foregoing clause (c), the Lender may assign or otherwise transfer
       the Note and the Advances to any other person or entity, and such other
       person or entity shall thereupon become vested with all the rights in
       respect thereof granted to the Lender herein or otherwise.

                                     HONDO MAGDELENA OIL & GAS LIMITED


                                     By:       /s/ John J. Hoey
                                          ------------------------------
                                               John J. Hoey
                                               Managing Director



































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