THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION,
ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. THIS NOTE IS
BEING OFFERED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
FEDERAL AND STATE SECURITIES LAW AND CANNOT BE RESOLD UNLESS IT IS SUBSEQUENTLY
REGISTERED UNDER SUCH LAWS OR UNLESS EXEMPTIONS FROM REGISTRATION ARE AVAILABLE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER GOVERNMENTAL AGENCY
HAS PASSED ON, RECOMMENDED, OR ENDORSED THE MERITS OF THIS NOTE. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                                 PROMISSORY NOTE
                                 ---------------
$2,464,287                                                         June 13, 2002

          FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND HEREBY,
Continental Southern Resources, Inc., a Delaware corporation (hereinafter
referred to, and obligated as, "Borrower"), promises to pay to the order of
Lancer Offshore, Inc. ("Lender"), the principal sum of Two Million Four Hundred
Sixty-Four Thousand Two Hundred Eighty-Seven Dollars ($2,464,287), together with
interest as set forth below, until the date on which the principal amount is
paid in full, payable in lawful money of the United States of America in
accordance with the terms of this Promissory Note (the "Note").

          1. Maturity Date. The Note shall have a Maturity Date (the "Maturity
Date") of the earlier of (i) March 1, 2005, or (ii) five business days after the
date on which Borrower sells, assigns, transfers or refinances its working
interests in Louisiana State Lease No. 16141 No. 1 Well in Hell Hole Bayou, an
exploration project located in Vermillion Parish, Louisiana ("Lease No. 16141"),
and receives net proceeds of at least Ten Million Dollars ($10,000,000) as a
result of such sale, assignment, transfer or refinancing.

          2. Interest.

             (a) During the period beginning on the date hereof and ending on
the Maturity Date, interest shall accrue daily on the outstanding principal
amount hereunder at a simple rate of eight percent (8%) per annum.

             (b) Interest shall be calculated hereunder for the actual number of
days that the principal is outstanding, based on a three hundred sixty-five
(365) day year. Interest shall continue to accrue on the principal balance
hereof at the then-applicable simple rate of interest specified in this Note,
notwithstanding any demand for payment, acceleration and/or the entry of any
judgment against Borrower, until all principal owing hereunder is paid in full.






          3. Payment of Principal and Interest. Subject to the prepayment
provisions set forth in Section 4 below, Borrower shall pay to the holder of
this Note the principal amount then outstanding and all accrued interest thereon
on the Maturity Date.

          4. Prepayments.

             (a) Subject to the provisions of Section 5 of this Note, Borrower
may, without premium or penalty, prepay all or a portion (in whole number
multiples of $25,000 only) of the outstanding principal amount of this Note at
any time prior to the Maturity Date.

             (b) Subject to the provisions of Section 5 of this Note, in any
calendar year in which Borrower has cash flow from operations in excess of
$500,000, Borrower shall be obligated, without premium or penalty, within 90
days after the end of such calendar year, to make a principal payment of this
Note and any related Notes held by affiliates of Lender, equal to the amount by
which Borrower's cash flow from operations exceeds $500,000. For purposes of
this Note, cash flow from operations shall be calculated in accordance with
generally accepted accounting principles applied on a consistent basis.

             (c) Subject to the provisions of Section 5 of this Note, Borrower
shall be obligated, without premium or penalty, upon that date which is five
business days after the date on which Borrower sells, assigns, transfers or
refinances its working interests in Lease No. 16141 and receives net proceeds
less than Ten Million Dollars ($10,000,000), to make a principal payment of this
Note and any related Notes held by affiliates of Lender, equal to (i) the net
proceeds of such sale, assignment, transfer or refinancing, less (ii) One
Million Dollars ($1,000,000).

             (d) Any prepayment permitted or required by this Section 4 may only
be made by Borrower if (i) such prepayment is not prohibited by any Senior Debt
(as defined in Section 5); and (ii) Borrower has paid all interest on the
outstanding principal amount of this Note accrued through the date of
prepayment.

          5. Ranking. The indebtedness evidenced by this Note is subordinate and
junior to Borrower's indebtedness for money borrowed from time to time from
banks, finance companies, pension funds, insurance companies and other financial
institutions which by its terms is designated as Senior Debt, whether or not
such indebtedness is secured by the assets of Borrower (the "Senior Debt"). This
Note is subordinate to the Senior Debt to the extent and in the manner
hereinafter set forth:

             (a) All indebtedness, obligations and liabilities owing by Borrower
pursuant to, or in respect of, this Note shall be, and remain, junior and
subordinate to any and all indebtedness, obligations and liabilities owing by
Borrower pursuant to, or in respect of, the Senior Debt, whether now existing or
hereafter arising, whether direct or indirect, secured or unsecured, absolute or
contingent, joint or several, and howsoever owned, held or acquired whether
through discount, purchase, direct loan or as collateral or otherwise, and to
any interest and charges payable pursuant to, or in respect of, the Senior Debt
after the commencement of insolvency proceedings by or against the Borrower
(collectively, the "Senior Debt Obligations").




                                        2


             (b) So long as any Senior Debt Obligations shall remain outstanding
and unpaid, no payment of principal or interest (notwithstanding the expressed
maturity or any time for the payment of principal of or interest on this Note)
shall be made on this Note, and the holder of this Note agrees not to take
steps, whether by suit or otherwise, to compel or enforce the collection of this
Note or to use this Note by way of counterclaim, setoff, recoupment or otherwise
so as to diminish, discharge or otherwise satisfy in whole or in part any
indebtedness or liability of the holder of this Note to Borrower, whether now
existing or hereafter arising and howsoever evidenced; provided, however, that
notwithstanding the foregoing, so long as no event of default (under the terms
of the Senior Debt) exists or would be caused thereby, and none of the events
hereinafter set forth in Section 5(c) have occurred, Borrower may make regularly
scheduled payments of interest and principal pursuant to the terms of this Note.
No prepayment of this Note shall be permitted until Borrower obtains in writing
any consents required under any document evidencing, securing or otherwise
relating to the Senior Debt (the "Senior Loan Documents").

             (c) In the event of any distribution, dividend or application,
partial or complete, voluntary or involuntary, by operation of law or otherwise,
of all of any part of the assets of Borrower or of the proceeds thereof to the
creditors of Borrower or upon any indebtedness of Borrower, occurring by reason
of the liquidation, dissolution or other winding up of Borrower, or by reason of
any execution sale, or bankruptcy, receivership, reorganization, arrangement,
insolvency, liquidation or foreclosure proceeding of or for Borrower or
involving its property, except as provided above, the holder of this Note shall
not be entitled to receive or retain any dividend, distribution or application
on or in respect of principal of or interest on this Note unless and until all
of the Senior Debt Obligations shall have been paid and satisfied in full, and
any dividend, distribution or application otherwise payable in respect of this
Note shall be paid and applied on the Senior Debt Obligations until such Senior
Debt Obligations have been fully paid and satisfied. The holders of the Senior
Debt (or their authorized representatives) are irrevocably authorized and
empowered, in their discretion, to make and present for or on their behalf, such
proofs of claim against Borrower on account of this Note as they may deem
expedient or proper and to vote such proofs of claim in any of the proceedings
described above.

             (d) In case that, despite the provisions above, any payment or
distribution shall be paid or delivered to the holder of this Note in violation
or contravention of the terms hereof before all Senior Debt Obligations shall
have been paid in full, such payment or distribution shall be held in trust for
and immediately paid and delivered to the holders of the Senior Debt (or their
duly authorized representatives), until the Senior Debt obligations shall have
been paid in full.

             (e) The holders of the Senior Debt need not at any time give the
holder of this Note notice of the creation or existence of any Senior Debt
Obligations, nor of the amount or terms thereof, all such notice being expressly
waived. The holders of the Senior Debt shall be permitted at any time, from time
to time, without the consent of or notice to the holder of this Note, without
incurring responsibility to the holder of this Note, and without impairing or
releasing the obligation of the holder of this Note hereunder, to (i) renew,
refund, assign or extend the maturity of any Senior Debt, or any part thereof,
or otherwise revise, amend or alter the terms and conditions thereof; (ii) sell,
exchange, release or otherwise deal with any property by whomsoever at any time
pledged, mortgaged or otherwise hypothecated or subjected to a lien to secure
any Senior Debt; and (iii) exercise or refrain from exercising any rights
against Borrower and otherwise, including the holders of the Notes, including
the holder of this Note.



                                        3


             (f) The provisions of Section 5 are for the purpose of defining the
relative rights of the holders of the Senior Debt on the one hand and the holder
of this Note on the other hand. Nothing herein will impair Borrower's obligation
to the holder of this Note to pay to such holder both principal and interest in
accordance with the terms of this Note. No provision of this Section 5 shall be
deemed to subordinate, to any extent, any claim or right of the holder of this
Note to any claim against Borrower by any creditor or any other person,
including any other holder of a Note, except to the extent expressly provided in
this Section 5.

          6. Security. This Note will be an unsecured obligation of Borrower.

          7. Lender's Rights Upon Default. Each of the following events shall
constitute an "Event of Default" and, upon the occurrence thereof, Lender shall
have the option, immediately upon written notice to Borrower, (a) to accelerate
the maturity of this Note and all amounts payable hereunder and demand immediate
payment thereof and (b) to exercise all of Lender's rights and remedies under
this Note or otherwise available at law or in equity:

                 (i)   Borrower shall fail to pay the principal amount of the
Note or accrued interest thereon on the Maturity Date;

                 (ii)  Borrower shall admit an inability to pay its debts as
they mature, or shall make a general assignment for the benefit of any of its or
their creditors;

                 (iii) Proceedings in bankruptcy, or for reorganization of
Borrower for the readjustment of any of its or their debts, under the United
States Bankruptcy Code, as amended, or any part thereof, or under any other
laws, whether state or federal, for the relief of debtors, now or hereafter
existing, shall be commenced by Borrower or shall be commenced against Borrower
and shall not be dismissed within sixty (60) days of their commencement;

                 (iv)  A receiver or trustee shall be appointed for Borrower or
for any substantial part of its assets, or any proceedings shall be instituted
for the dissolution or the full or partial liquidation of Borrower, and if such
appointment or proceedings are involuntary, such receiver or trustee shall not
be discharged within sixty (60) days of appointment, or such proceedings shall
not be discharged within sixty (60) days of their commencement, or Borrower
shall discontinue its business(es) or materially change the nature of its
business(es);

          8. Application of Funds. All sums realized by Lender on account of
this Note, from whatever source received, shall be applied first to any fees,
costs and expenses (including attorney's fees) incurred by Lender, second to
accrued and unpaid interest, and then to principal.

          9. Attorney's Fees and Costs. In the event that Lender engages an
attorney to represent it in connection with (a) any default by Borrower under
this Note, (b) the enforcement of any of Lender's rights and remedies hereunder,
(c) any bankruptcy or other insolvency proceedings commenced by or against
Borrower and/or (d) any actual litigation arising out of or related to any of
the foregoing, then Borrower shall be liable to and shall reimburse Lender on
demand for all reasonable attorneys' fees, costs and expenses incurred by Lender
in connection with any of the foregoing.




                                        4


          10. Governing Law. This Note is made and delivered in the Commonwealth
of Pennsylvania and shall be construed and enforced in accordance with and
governed by the internal laws of the Commonwealth of Pennsylvania without regard
to conflicts of laws principles. Borrower agrees to the exclusive jurisdiction
of the state courts located in Philadelphia County, Commonwealth of Pennsylvania
or the United States federal courts located in the Eastern District of the
Commonwealth of Pennsylvania in connection with any matter arising hereunder,
including the collection and enforcement of this Note.

          11. Miscellaneous.

              (a) Borrower hereby waives protest, notice of protest,
presentment, dishonor, notice of dishonor and demand. To the extent permitted by
law, Borrower hereby waives and releases all errors, defects and imperfections
in any proceedings instituted by Lender under the terms of this Note.

              (b) The rights and privileges of Lender under this Note shall
inure to the benefit of its successors and assigns. All representations,
warranties and agreements of Borrower made in connection with this Note shall
bind Borrower's successors and assigns.

              (c) If any provision of this Note shall for any reason be held to
be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, but this Note shall be construed as if such
invalid or unenforceable provision had never been contained herein.

              (d) The waiver of any Event of Default or the failure of Lender to
exercise any right or remedy to which it may be entitled shall not be deemed to
be a waiver of any subsequent Event of Default or of Lender's or Lender's right
to exercise that or any other right or remedy to which Lender is entitled.

              (e) The rights and remedies of Lender under this Note shall be in
addition to any other rights and remedies available to Lender at law or in
equity, all of which may be exercised singly or concurrently.




                                        5


          IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note
the day and year first above written and has hereunto set hand and seal.


                                           CONTINENTAL SOUTHERN RESOURCES, INC.



                                           By:/s/ Stephen P. Harrington
                                              ----------------------------------
                                               Stephen P. Harrington
                                               President