The results of a study investigating the effect of L2 proficiency and L2 exposure on cross-linguistic influence from L1 English and L2 French on L3 German are reported in this paper. Rates of lexical inventions and language shifts were compared for three groups of L3 learners with different levels of L2 proficiency and amounts of exposure to L2. The results indicate that L2 has a greater influence on the L3 of learners who have had more exposure to their L2. The results also suggest that while L2 proficiency appears to have an impact on the frequency with which L2 intrudes during L3 communication, L2 exposure seems to influence learners' ability to use their knowledge of L2 in order to overcome lexical difficulties in L3. It is also suggested that, unless a threshold level of L2 proficiency is achieved, cross-linguistic influence from L2 on L3 is very marginal.