To Company:
                    Caledonia Energy Partners, LLC_
                    2001 Timber Creek Road______
                    Flower Mound, TX  75028_____
                    Attention:  __Jim Goetz_______
   
          To Guarantor:
                    ___________________________
                    ___________________________
                    ___________________________
                    Attention:___________________
   
or such other address as each party shall from time to time supply.
   
     12.  Governing Law and Jurisdiction.  This Guaranty will be governed by and
construed in accordance with the laws of the State of Texas, without reference
to choice of law doctrine.  Guarantor hereby irrevocably submits itself to the
non-exclusive jurisdiction of the state and federal courts of the State of New
York and agrees and consents and does hereby waive the defense that any
proceeding arising out of or in any way related to the guaranty is brought in
is an inconvenient forum or that venue thereof is improper, and further agrees
to a transfer of any such proceeding to a federal court sitting in the State of
New York, to the extent it has subject matter jurisdiction.
   
     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and
delivered as of the date first above written.
   
                              [GUARANTOR]
   
                              By:  ___________________
                              Name:     ___________________
                              Title:    ___________________