SUBSCRIPTION AGREEMENT


     SUBSCRIPTION AGREEMENT dated as of _______________, ____  by
and  between (a) XCL Land, Ltd. ("XCL Land"), a company organized
under  the  laws  of  the State of Delaware and  a  wholly  owned
subsidiary of XCL Ltd., (b) XCL Ltd., a Delaware company and  (c)
the  other parties to this Agreement named on the signature  page
hereof (collectively, the "Subscriber").

     XCL Land, XCL Ltd. and the Subscriber, each in reliance upon
the  representations, warranties and covenants contained in  this
Agreement, agree as follows with respect to the issuance and sale
by  XCL Land and the purchase by the Subscriber of the number  of
units  (the "Units") which the Subscriber has inserted in Section
13  hereof  at the purchase price set forth by the Subscriber  in
Section 13 hereof, each  Unit being comprised of (a) $100,000  in
principal  amount of a promissory note of XCL Land ("Note");  and
(b) 21,705 warrants ("Warrants") to purchase 21,705 shares of XCL
Ltd.'s  common stock, par value $.01 per share ("Common  Stock"),
at  $1.50 per share (subject to adjustment).  Half Units  may  be
purchased hereunder after the minimum purchase of 1 Unit has been
made.

     1.      Sale  and  Purchase of  Units.  This   Agreement  is
being  executed  and delivered in connection with  the  sale  and
purchase  of up to an aggregate of 62 Units (issuable in  one  or
more  tranches)  offered by XCL Land and XCL Ltd.  to  a  limited
number of qualified investors (the "Offering").  By executing and
delivering  this  Agreement,  the Subscriber  hereby  irrevocably
agrees to subscribe for the number of  Units, and at the purchase
price,  which the Subscriber has set forth in Section 13  hereof,
subject  to the terms and conditions contained in this Agreement.
The  purchase and sale of the Units listed in Section  13  hereof
shall  take place at a closing (the "Initial Closing") commencing
at 10:00 a.m., Central Daylight Time, on _______________, ____ at
the offices of Gordon, Arata, McCollam, Duplantis & Eagan, L.L.P.
or  on  such other date and at such other time and place as shall
be mutually agreed upon by the parties hereto.  The date on which
the  Initial Closing occurs is referred to herein as the "Closing
Date".   The purchase and sale of such Units shall be subject  to
the following terms and conditions.

          (1)     At closing, the Subscriber shall wire transfer,
or  shall  cause  to  be wire transferred, immediately  available
United  States  Funds to Bank One, Louisiana,  ABA  Number:  065-
400137, Account Number: 711-4432052 for the account of XCL  Land,
Ltd.  in  payment of the purchase price for the Units.   As  used
herein  the  term  "United States Funds" shall  mean  the  freely
transferable  or  external  currency  of  the  United  States  of
America.

          (2)      Payment  of the purchase price  of  the  Units
shall  be  deemed  by  XCL  Land and XCL  Ltd.  to  constitute  a
confirmation  by the Subscriber of the accuracy and  completeness
of  its representations and warranties set forth herein as of the
date such payment is made.

          (3)        Simultaneously   with    the    Subscriber's
subscription  payment  for the Units, XCL Land  shall  issue  and
deliver, or cause to be issued and delivered to the Subscriber  a
promissory note substantially in the form set forth as Schedule I
evidencing the aggregate principal amount of all Notes subscribed
for hereunder on this date, and XCL Ltd. shall issue and deliver,
or  cause  to  be  issued  and delivered,  a  single  certificate
representing the Warrants subscribed for hereunder on this  date,
in each case registered in the name of the Subscriber and bearing
a   suitably  conformed  version  of  the  legend  set  forth  in
subsection 4(e) hereof.

          (4)      XCL  Land  reserves the  unilateral  right  to
withdraw, cancel or modify the Offering and to reject,  in  whole
or  in  part,  any  subscription for Units,  which  need  not  be
accepted  in  the order received.  In the event the  Offering  is
withdrawn,  cancelled or modified, prior to the issuance  of  the
Units,  XCL  Land  shall notify the Subscriber and  give  it  the
opportunity  to cancel its subscription and shall return  to  the
Subscriber  its  subscription moneys (without interest)  and  the
original copies of all subscription materials.

     2.      Commitment  to  Subscribe for Additional  Units.  In
addition to Subscriber's subscription to the number of Units  set
forth in Section 13 hereof, Subscriber hereby agrees to subscribe
for  an additional number of Units up to the number specified  in
Section  13 on the same terms and conditions as set forth  herein
upon  the  written  request of XCL Land.   The  closing  of  such
transaction shall be held on the date and at the place reasonably
designated by XCL Land.

     3.      Representations and Warranties by XCL Land  and  XCL
Ltd.   XCL  Ltd. has filed a Preliminary Prospectus  (a  copy  of
which  is  attached  hereto  as Exhibit  "A")  (the  "Preliminary
Prospectus")  with  the  Securities and  Exchange  Commission  on
October  23,  1998 as part of Amendment No. 2 to  a  Registration
Statement on Form S-1 registering certain securities of XCL  Ltd.
described  therein.  (The Subscriber understands and acknowledges
that  the  Preliminary Prospectus is not final and is subject  to
further   amendment.    Subscriber   further   understands    and
acknowledges   that  there  are  outstanding  comments   on   the
Preliminary   Prospectus   from  the  Securities   and   Exchange
Commission  and that responses to those comments  have  not  been
incorporated into the Preliminary Prospectus.)  XCL Land and  XCL
Ltd.  hereby represent and warrant to the Subscriber that  except
as   set   forth  in  the  Preliminary  Prospectus  or  in   this
Subscription Agreement or the Schedules hereto:

          (1)      Organization and Good Standing.  XCL Land  and
XCL  Ltd.  each is a corporation duly organized, validly existing
and  in  good standing under the laws of the jurisdiction of  its
organization, has corporate power and authority to carry  on  its
business as now being conducted and is not required to qualify to
do  business  as a foreign corporation in any other  jurisdiction
where  the  failure so to qualify would have a  material  adverse
effect on the business or assets of XCL Land or XCL Ltd. and  its
subsidiaries, taken as a whole.

          (2)      Capitalization.  XCL Ltd.'s authorized capital
stock  consists of 500,000,000 shares of Common Stock, par  value
$0.01  per share of which 23,377,971 shares of Common Stock  were
validly  issued and outstanding as of December 31, 1998 excluding
69,470  shares  held  in treasury, and are fully  paid  and  non-
assessable,  and 2,400,000 shares of preferred stock,  par  value
$1.00  per  share,  70,000 of which have been designated  Amended
Series  B,  Cumulative Converted Preferred Stock with  50,848  of
such shares outstanding as of December 31, 1998 and 2,085,000  of
which   have   been  designated  Amended  Series  A,   Cumulative
Convertible  Preferred  Stock  with  1,231,897  of  such   shares
outstanding as of December 31, 1998.  The Warrants, when executed
and  delivered on behalf of XCL Ltd. and issued and sold  as  set
forth  in  this  Agreement  and the Warrant  Certificate  annexed
hereto  as Schedule II (the "Warrant Agreement"), will have  been
duly executed, issued and delivered and will be valid and legally
binding  obligations of XCL Ltd. and the shares of  Common  Stock
issuable  upon  exercise of the Warrants ("Warrant Stock")  will,
following such exercise in the manner provided for in the Warrant
Agreement, be duly authorized, validly issued, fully paid and non-
assessable.

          (3)      Corporate Authority.  XCL Land  and  XCL  Ltd.
each  has  full power and authority to enter into this Agreement,
and,  as  to XCL Ltd., the Warrant Agreement, and to issue,  sell
and  deliver  the  Warrants and Warrant Stock and  to  incur  and
perform the obligations provided for herein and under the Warrant
Agreement and, as to XCL Land, the Notes, which have been or will
be  duly authorized by all necessary corporate or other action of
XCL Land (as to this Agreement and the Notes) and XCL Ltd. (as to
this  Agreement  and  the  Warrant  Agreement).   The  execution,
delivery and performance of this Agreement, the Warrant Agreement
and  the Notes and the issuance and sale of the Warrants, Warrant
Stock and Notes to the Subscriber, in the manner contemplated  by
this  Agreement,  the Warrant Agreement and  the  Notes,  do  not
require  the approval or consent of the stockholders of XCL  Land
or XCL Ltd. or other holders of securities or indebtedness of XCL
Land  or  XCL  Ltd.  (other than as has been  obtained),  do  not
violate  any  provision of any law of the United States,  or  the
Certificate of Incorporation or By-Laws of XCL Land or XCL  Ltd.,
or  any material agreement or instrument by which XCL Land or XCL
Ltd.,  or  any  of  its  properties  are  bound  and  (except  as
contemplated thereunder) will not result in the creation  of  any
encumbrance  or  charge upon any asset of XCL Land  or  XCL  Ltd.
This  Agreement, the Warrant Agreement, and the Notes  constitute
valid  and  binding  obligations of XCL  Land  or  XCL  Ltd.  (as
appropriate) in accordance with their terms.

          (4)        Governmental   Consents.    All    consents,
authorizations and approvals (if any) of any governmental  agency
or other regulatory body within the United States required by XCL
Land  or  XCL  Ltd.  for  the  execution  and  delivery  of  this
Agreement,  the Warrant Agreement, and Notes and the issuance  of
the  Warrants and Notes in the manner contemplated in the Warrant
Agreement  and this Agreement, respectively, and the  performance
of  its obligations hereunder and thereunder have been or, in the
case   of  certain  state  securities  regulatory  agencies  with
jurisdiction, will be obtained.

          (5)       Financial   Statements.   Included   in   the
Preliminary  Prospectus are the audited financial  statements  of
XCL  Ltd.  and its consolidated subsidiaries for the fiscal  year
ended December 31, 1997 and the unaudited financial statements of
XCL  Ltd.  and  its consolidated subsidiaries for  the  six-month
period ended June 30, 1998, respectively.  Attached as Exhibit  B
to  this  Subscription  Agreement  are  the  unaudited  financial
statements of XCL Ltd. and its consolidated subsidiaries for  the
nine-month  period  ended  September  30,  1998.  Such  financial
statements present fairly the financial position of XCL Land  and
XCL  Ltd.  on the dates and for the periods specified therein  in
all material respects.

          (6)     Absence of Certain Material Changes and Events.
Since  September 30, 1998, except as described on Exhibit B-1  to
this  Subscription Agreement, there has been no material  adverse
change  in  the  financial  condition,  assets,  liabilities   or
business of XCL Land and its subsidiaries, taken as a whole or of
XCL Ltd. and its subsidiaries, taken as a whole.
          
          (7)       Contracts.  Except  as  set  forth   in   the
Preliminary   Prospectus  and  herein  (including  the   Exhibits
hereto),  and  except for XCL Ltd.'s failure to pay certain  cash
calls  to  Apache, neither XCL Land nor XCL Ltd. is  in  material
violation  of or in material default under any material  contract
to  which it is a party or by which it is bound.  To the best  of
the  knowledge  of XCL Land and XCL Ltd., all such contracts  are
valid  and effective in accordance with their terms and XCL  Land
and  XCL Ltd. know of no material default by any third party that
would  materially impair its ability to perform hereunder or  XCL
Land's ability to perform under the Notes.

          (8)      Litigation. Except as disclosed in XCL  Ltd.'s
public  filings (and certain additional lawsuits related  to  the
income  and  franchise  tax  disputes and  disputes  with  Apache
disclosed in those filings and in the Exhibits hereto)  there  is
no material litigation, proceeding or investigation of any nature
pending  or, to the knowledge of XCL Land or XCL Ltd., threatened
against  or  relating  to XCL Land or XCL  Ltd.  or  any  of  its
properties  or  business.   Neither XCL  Land  nor  XCL  Ltd.  is
subject  to  any judgment, decree or order of any  court  or  any
other governmental or administrative body or agency.  There is no
action  pending,  or,  to the best of XCL Land's  or  XCL  Ltd.'s
knowledge, threatened against XCL Land, XCL Ltd. or any of  their
respective   subsidiaries   which   either   (a)   involves   the
transactions contemplated by this Agreement or (b) is  likely  to
have  a  material adverse effect on the ability of  XCL  Land  to
perform its obligations under this Agreement or the Notes  or  on
the  ability  of XCL Ltd. to perform its obligations  under  this
Agreement or the Warrant Agreement.

          (9)      Absence  of Undisclosed Liabilities.   To  the
best  knowledge of XCL Land and XCL Ltd., none of XCL  Land,  XCL
Ltd.  or  any  of their respective subsidiaries has any  material
liabilities or obligations (whether accrued, absolute, contingent
or  otherwise) exclusive of those (1) arising hereunder or  under
the Units, the Warrant Agreements and Notes, (2) described herein
or  in  the  Exhibits  hereto,  (3) reflected  in  the  financial
statements referred to in paragraph (e) of this Section 3 or  the
Preliminary  Prospectus  or  (4) arising  in  connection  with  a
promissory  note  of XCL outstanding in the principal  amount  of
$100,000  and  10,000 warrants to purchase 10,000 shares  of  XCL
Ltd.  common  stock  comprising 1 of up  to  10  Units  that  are
currently  being offered by XCL Land and XCL Ltd.  to  a  limited
number  of  qualified  investors in another  offering  (it  being
understood that the remaining 9 Units in that offering  may  also
be  sold)  or (5) liabilities and obligations arising  under  its
leases   and   under  contracts  relating  to  the   exploration,
operations,  production  and  sales of  hydrocarbons  from  those
leases, which, in the aggregate, are in general conformance  with
industry practice and standards.
          (10)       Preliminary  Prospectus.   The   Preliminary
Prospectus  does not contain any untrue statement of  a  material
fact nor does it omit to state a material fact necessary in order
to  make  the statements contained therein as of the date thereof
not  misleading; however, it should be read only  in  conjunction
with this Subscription Agreement and the Exhibits hereto and with
the  understanding and acknowledgment by Subscriber that (i)  the
Preliminary  Prospectus is not final and is  subject  to  further
amendment  and  (ii)  there  are  outstanding  comments  on   the
Preliminary   Prospectus   from  the  Securities   and   Exchange
Commission  and  responses  to  those  comments  have  not   been
incorporated into the Preliminary Prospectus.

          (11)      Compliance with Laws.  Each of XCL Land,  XCL
Ltd.   and   their  respective  subsidiaries  has  all   required
governmental   approvals,  authorizations,  consents,   licenses,
orders, registrations and permits necessary for the operation  of
its  business  as  presently conducted and the absence  of  which
would have a material adverse effect.

          (12)     Labor Matters.

               (1)      None  of  XCL  Land, XCL  Ltd.  or  their
respective   subsidiaries  has  entered   into   any   collective
bargaining  agreement and, to the best of the  knowledge  of  XCL
Land and XCL Ltd., no labor union or similar organization or  any
representative  thereof  has  made any  attempt  to  organize  or
represent  employees  of  any of XCL  Land,  XCL  Ltd.  or  their
respective subsidiaries.

               (2)      To the best knowledge of XCL Land and XCL
Ltd.,  there  are no controversies pending or threatened  between
any  of  XCL Land, XCL Ltd. or their respective subsidiaries,  on
the   one   hand,   and  its  employees  or  any  contractor   or
subcontractor thereof which reasonably would be expected to  have
a material adverse effect.

          (13)      Taxes.   Each of XCL Land and XCL  Ltd.  have
filed  all tax returns required to be filed by law and  has  paid
all  taxes  shown  thereon  to  be due,  including  interest  and
penalties.  Neither XCL Land or XCL Ltd. is a party to any action
or proceeding by any governmental authority for the assessment or
collection  of  taxes,  nor  has  any  claim  for  assessment  or
collection of taxes been asserted against either XCL Land or  XCL
Ltd.,  except  for a pending Louisiana income and  franchise  tax
case  described  in  the  Preliminary Prospectus  and  additional
lawsuits  filed  in  connection therewith.   There  is  no  audit
pending of any tax return filed by either XCL Land or XCL Ltd. or
with  respect to any consolidated group of which either XCL  Land
or XCL Ltd. was a member in the applicable year, although notices
of  proposed  deficiencies are outstanding as  described  in  the
Preliminary Prospectus.

          (14)      Title  to Property.  XCL Land, XCL  Ltd.  and
their  respective subsidiaries have good and valid title  to  all
their   plants,  structures  and  equipment  and   such   plants,
structures  and  equipment are in good  operating  condition  and
repair,  except  where a defect in title or the failure  of  such
plants,  structures  and equipment to be in such  good  operating
condition and repair would not, individually or in the aggregate,
have a material adverse effect.

          (15)     Environmental Matters.

          (A)     For purposes of this Agreement,

               (x)       "Environmental  Laws"  shall  mean   any
federal, state, local or common law or any foreign law,  and  any
rules and regulations under any thereof, relating to (I) releases
or  threatened  releases  of Hazardous  Substances  or  materials
containing Hazardous Substances, (II) the manufacture,  handling,
transport, import, export, use, treatment, storage or disposal of
Hazardous Substances or materials containing Hazardous Substances
or  (III)  otherwise relating to pollution of the environment  or
the protection of human health; and

               (y)      "Hazardous  Substances"  shall  mean  (I)
substances  which are or which contain substances defined  in  or
regulated  as hazardous under the following federal statutes  and
their state counterparts, as well as any similar foreign statutes
and  each such statute's implementing regulations as amended from
time  to  time; the Hazardous Materials Transportation  Act,  the
Resource   Conservation  and  Recovery  Act,  the   Comprehensive
Environmental Response, Compensation and Liability Act, the Clean
Water  Act,  and Safe Drinking Water Act, the Atomic Energy  Act,
the  Toxic  Substances  Control  Act,  the  Federal  Insecticide,
Fungicide  and  Rodenticide  Act,  the  Federal  Food,  Drug  and
Cosmetics Act and the Clean Air Act, (II) petroleum and petroleum
products  including  crude oil and any fractions  thereof,  (III)
natural gas, synthetic gas and any mixtures thereof, (IV)  radon,
(V) any other contaminant and (VI) any substances with respect to
which   a  federal,  state,  local  or  foreign  agency  requires
environmental    investigation,    monitoring,    reporting    or
remediation.

          (B)      (x)      Each  of XCL Land and XCL  Ltd.  have
obtained  or  caused to have been obtained all material  permits,
licenses  and  other  authorizations  which  are  required  under
Environmental  Laws  relating to the oil and gas  properties  and
leases  and  other  assets of XCL Land and  XCL  Ltd.  and  their
respective   subsidiaries   (collectively,   the   "Environmental
Assets");

               (y)      XCL  Land, XCL Ltd. and their  respective
subsidiaries  and the Environmental Assets are in  compliance  in
all  material respects with all Environmental Laws and all  terms
and conditions of such permits, licenses and authorizations; and

               (z)      None  of  XCL  Land, XCL  Ltd.  or  their
respective  subsidiaries has received written notice of  (I)  any
material   claims   of   present  or  past  non-compliance   with
Environmental  Laws, (II) any material claims  against  them  for
damages,   fines,   penalties,  environmental  investigation   or
remediation,  or  administrative,  injunctive  or  other   relief
arising   under  Environmental  Laws  or  (III)  other  than   in
connection  with  the  LaRoche litigation  as  described  in  the
Preliminary  Prospectus,  any past,  present  or  future  events,
conditions,  circumstances,  activities,  practices,   incidents,
actions or plans which are reasonably likely to interfere with or
prevent  continued compliance, or which are reasonably likely  to
give  rise to any material liability, or otherwise form the basis
of  any  material  claim,  action, suit, proceeding,  hearing  or
investigation arising under Environmental Laws.

     4.      Representations, Warranties and  Agreements  by  the
Subscriber.  The Subscriber hereby represents and warrants to and
agrees with XCL Land and XCL Ltd. as follows:

          (1)      Preliminary Prospectus.  The Subscriber hereby
acknowledges  to  XCL Land and XCL Ltd. that (i)  any  estimates,
plans, projections etc. which are incorporated in the Preliminary
Prospectus or which have been furnished to it with respect to the
activities undertaken originally or to be undertaken by XCL  Land
or XCL Ltd. are based on certain assumptions made by XCL Land and
XCL  Ltd.  regarding  such  factors as estimated  values  of  the
properties,  prices  of  oil and gas,  future  revenues,  proved,
probable  and  potential reserve values, degrees  of  success  of
disposition   transactions   and  exploration   and   development
activities  and  other factors, (ii) actual experience  may  vary
from   such   assumptions,  (iii)  such  estimates,   plans   and
projections  may never be achieved, (iv) the Subscriber  has  not
relied upon the achievement of any such estimates and projections
in  making its investment decision to acquire the Units, (v)  the
Subscriber has carefully reviewed the Preliminary Prospectus  and
the  Exhibits thereto, in particular, the "Risk Factors"  section
thereof  and this Subscription Agreement and the Exhibits hereto,
and  (vi)  the  Subscriber  is aware of  the  current  conditions
existing  in  the  United States and international  oil  and  gas
industry which affect the business of XCL Land and XCL Ltd.

          (2)      Independent Investigation.  The Subscriber has
relied solely upon the independent investigations made by it  and
its  representatives in making a decision to purchase the   Units
and  has  a  full  understanding and appreciation  of  the  risks
inherent  in  such a speculative investment.  In connection  with
such investigation, the Subscriber and its attorneys, accountants
and  other  representatives and advisers, if any, (i)  have  been
given  an  opportunity  to  ask,  and  have  to  the  extent  the
Subscriber  considered necessary, asked questions  of,  and  have
received  answers  from,  officers  of  XCL  Land  and  XCL  Ltd.
concerning the terms of the Offering and the affairs of XCL  Land
and XCL Ltd. and its proposed activities and (ii) have been given
or   afforded  access  to  all  documents,  records,  books   and
additional   information  which  the  Subscriber  has   requested
regarding such matters.

          (3)     Unregistered Shares.  The Subscriber recognizes
that the offer and sale by XCL Land and XCL Ltd. of the Notes and
the   Warrants (and Warrant Stock) and the offer and sale of  the
Units  have  not been and (except to the extent set forth  herein
and  in  the Warrant Agreement) will not be registered under  the
United States Securities Act of 1933, as amended (the "Act"), and
have  not  been  and  will  not  be registered  under  any  other
applicable domestic or foreign securities laws (the Act  and  any
such   other   applicable   securities   laws   are   hereinafter
collectively  referred  to herein as the  "Securities  Laws")  in
reliance  upon  exemptions  from  the  registration  requirements
thereof;  the  Subscriber is acquiring the Units and  the  Notes,
Warrants,  and Warrant Stock (collectively referred to herein  as
the  "Securities") solely for its account for investment and  not
with  a  view  to, or for offer or resale in connection  with,  a
distribution  thereof  in violation of any Securities  Laws;  the
investment  will  not  constitute more  than  one  fifth  of  the
Subscriber's consolidated net worth; and the Subscriber is either
(a)  a  "qualified institutional buyer" (as defined in Rule  144A
promulgated  under  the Act) or (b) an institutional  "accredited
investor"  (as defined in Rule 501(a)(1), (a)(2), (a)(3),  (a)(7)
or  (a)(8)  promulgated  under the Act).  The  Subscriber  hereby
covenants and agrees that it will not sell the  Units or  any  of
the  Securities  until  such time as XCL Ltd.  or  XCL  Land,  as
applicable, has effectively registered such securities under  the
Act or counsel reasonably acceptable to XCL Ltd. or XCL Land,  as
applicable  (which  shall include in-house  counsel)  shall  have
furnished an opinion, in form and substance reasonably acceptable
to  XCL  Ltd. or XCL Land, as applicable, to the effect that  the
transaction  contemplated by Subscriber would  be  in  compliance
with the Act.  The Subscriber understands that the effect of such
representation and warranty is that the Units and Securities must
be  held  unless  the  sale or transfer thereof  is  subsequently
registered  under the Securities Laws or an exemption  from  such
registration  is  available at the time of any proposed  sale  or
other  transfer  thereof.  Except to the extent  hereinafter  set
forth and in the Warrant Agreement neither XCL Land nor XCL  Ltd.
is  under  any obligation either to file a registration statement
under the Act covering the sale or transfer of such securities or
otherwise  to  register  such  securities  for  sale  under   the
Securities  Laws.  The Subscriber is familiar with, or  has  been
advised  by its counsel regarding, (i) the applicable limitations
upon  the  resales  of  the Units and the  Securities,  (ii)  the
circumstances under which the Subscriber is required to hold such
securities and (iii) the limitations upon the transfer  or  other
disposition  thereof.  The Subscriber is either (a) a  "qualified
institutional  buyer" (as defined in Rule 144A promulgated  under
the   Securities   Act)  or  (b)  an  institutional   "accredited
institutional  buyer"  (as  defined in  Rule  501(a)(1),  (a)(2),
(a)(3),  (a)(7)  or  (a)(8)  under  the  Securities  Act).    The
Subscriber acknowledges that XCL Land and XCL Ltd. are  and  will
be   relying  upon  the  truth  and  accuracy  of  the  foregoing
representations and warranties in offering and selling the  Units
and  the  Securities to the Subscriber without first  registering
them under the Securities Laws.

          (4)       Transfer  Conditions.   Except  as   to   any
Securities  that  (i) are then effectively registered  under  the
Act,  or  (ii)  are represented by certificates  that,  with  the
consent  of  XCL Ltd. or XCL Land, as applicable, no longer  bear
restrictive legends and are otherwise freely tradable under  the
Act,  prior to any sale, transfer or other disposition of any  of
the  Subscriber's Units and the Securities the Subscriber  agrees
to  give at least three days prior written notice to XCL Ltd.  or
XCL Land, as applicable, of its intention to effect such transfer
and  to  comply in all other respects with this subsection  4(d).
Each  such  notice shall describe the identity of the  transferee
and  the  manner  and circumstances of the proposed  transfer  in
sufficient  detail  to  enable counsel  to  render  the  opinions
required  herein,  and  shall be accompanied  by  an  opinion  of
counsel  acceptable  to  XCL Ltd. or  XCL  Land,  as  applicable,
addressed   to   XCL  Ltd.  or  XCL  Land,  as  applicable,   and
satisfactory  in form and substance to XCL Ltd. or XCL  Land,  as
applicable,  stating that, in the opinion of such  counsel,  such
transfer will be a transaction exempt from registration under the
Securities   Laws   and   that   all   consents,   approvals   or
authorizations to such transfer have been obtained.  Assuming the
receipt  by  XCL  Ltd.  or  XCL  Land,  as  applicable,  of  such
satisfactory opinion, the Subscriber shall thereupon be  entitled
to  transfer  such  shares in accordance with the  terms  of  the
notice  delivered by the Subscriber to XCL Ltd. or XCL  Land,  as
applicable,  and  this  Agreement.   Each  certificate  or  other
document issued representing the Securities shall bear the legend
set  forth in subsection 4(e) hereof, suitably conformed, unless,
in  the opinion of the respective counsel for the Subscriber  and
XCL  Ltd. or XCL Land, as applicable, such legend is not required
in order to aid in assuring compliance with applicable Securities
Laws.

          The  Subscriber agrees that it will not sell,  transfer
or  otherwise dispose of any of its  Units or Securities, and XCL
Land  and  XCL  Ltd. will not be required to recognize  any  such
sale,  transfer  or  disposition, unless such sale,  transfer  or
disposition complies with this subsection 4(d).

          (5)       Restrictive  Legends  and  Stop  Order.    In
addition to any specific restrictive legends that may be required
by   applicable  Securities  Laws  or  agreements  to  which  the
Subscriber  may  be a party, as to any Securities  that  are  not
effectively registered under the Act, the Subscriber agrees to be
bound by a restrictive legend in substantially the following form
which  may  be  placed  on the certificates  or  other  documents
representing the Securities:

          THE  SECURITIES  [NOTE] REPRESENTED  BY  THIS
          [INSTRUMENT]  [CERTIFICATE]  HAVE  [HAS]  NOT
          BEEN  REGISTERED UNDER THE SECURITIES ACT  OF
          1933, AS AMENDED, OR UNDER THE SECURITIES  OR
          BLUE  SKY  LAWS  OF  ANY  OTHER  DOMESTIC  OR
          FOREIGN JURISDICTION.  SUCH SECURITIES [NOTE]
          MAY  NOT  BE  SOLD,  OFFERED  FOR  SALE,   OR
          OTHERWISE  TRANSFERRED EXCEPT  IN  COMPLIANCE
          WITH  SUCH LAWS AND THE RULES AND REGULATIONS
          PROMULGATED   THEREUNDER.   SUCH   SECURITIES
          [NOTE]  ARE  [IS]  ALSO  SUBJECT  TO  CERTAIN
          RESTRICTIONS  ON TRANSFER CONTAINED  IN  THAT
          CERTAIN  SUBSCRIPTION AGREEMENT DATED  AS  OF
          _______________, 1999 BETWEEN THE ISSUER  AND
          THE  INITIAL HOLDER OF THE SECURITIES  [NOTE]
          NAMED  THEREIN.  A COPY OF SUCH AGREEMENT  IS
          AVAILABLE  FOR  INSPECTION AT  THE  PRINCIPAL
          OFFICE  OF  THE ISSUER AND WILL BE  FURNISHED
          WITHOUT  CHARGE  TO THE HOLDER  THEREOF  UPON
          WRITTEN  REQUEST  TO  THE  SECRETARY  OF  THE
          ISSUER  AND  THE  HOLDER  OF  THE  SECURITIES
          [NOTE] AGREES TO BE BOUND THEREBY.

          The Subscriber understands and agrees that XCL Land  or
XCL  Ltd.,  as  applicable, may place and instruct  any  transfer
agent  for  the Securities, to place a stop transfer notation  in
the  records  in  respect of the certificates  representing  such
securities, provided that such securities may be transferred upon
compliance with the provisions of this Section 4.

          (6)     Notes are Obligations of XCL Land Only.  IT  IS
EXPRESSLY  UNDERSTOOD AND AGREED BY SUBSCRIBER THAT THE  NOTE  IS
INDEBTEDNESS  OF  XCL LAND AND NOT INDEBTEDNESS  OF  ANY  OF  ITS
AFFILIATES,  INCLUDING BUT NOT LIMITED TO XCL LTD.  OR  XCL-CHINA
LTD.,  AND  SUBSCRIBER HEREBY EXPRESSLY ACKNOWLEDGES  AND  AGREES
THAT EXCEPT WITH RESPECT TO THE SECURITY INTERESTS GRANTED TO  IT
PURSUANT  TO  THE  SECURITY  AGREEMENTS  REFERENCED  IN   SECTION
6(c)(iii)  HEREOF, IT SHALL HAVE NO RECOURSE AGAINST ANY  OF  XCL
LAND'S AFFILIATES, INCLUDING BUT NOT LIMITED TO XCL LTD. OR  XCL-
CHINA LTD., OR ANY OF THEIR ASSETS AND THAT SUBSCRIBER SHALL LOOK
SOLELY  TO  XCL LAND, ITS ASSETS AND THE COLLATERAL  IN  WHICH  A
SECURITY  INTEREST  HAS BEEN GRANTED BY THE  SECURITY  AGREEMENTS
DESCRIBED HEREIN, FOR REPAYMENT OF ANY AND ALL AMOUNTS DUE  UNDER
THE NOTE.

          (7)      Tax Advisor.  Subscriber acknowledges that XCL
Land  has advised Subscriber that Subscriber should consult  with
its  own  tax  advisor  as to the possible  tax  consequences  of
original issue discount for federal income tax purposes.

     5.      Survival  of  Representations and  Warranties.   The
representations and warranties of XCL Land and XCL Ltd. set forth
in  this  Agreement  or in any certificate or other  document  or
instrument  furnished to the Subscriber by or on  behalf  of  XCL
Land   and   XCL   Ltd.  in  connection  with  the   transactions
contemplated hereby, which shall be deemed to be effective as  of
the  date  made,  and the representations and warranties  of  the
Subscriber  set  forth in Section 4 shall survive the  execution,
delivery  and  termination of this Agreement and the consummation
of the transactions contemplated hereby.

     6.     Conditions Precedent to Obligations of Subscriber.

          (1)      Representations True at Closing;  Performance.
The  representations  and warranties of XCL  Land  and  XCL  Ltd.
contained  in Section 3 hereof shall be deemed to have been  made
again  at and as of the Closing Date, and shall then be true  and
correct in all material respects, and XCL Land and XCL Ltd. shall
have  performed  and complied in all material respects  with  all
agreements  and  conditions required  by  this  Agreement  to  be
performed or complied with by it on or before the Closing Date.

          (2)      Legal  Opinions.   The Subscriber  shall  have
received  an  opinion of counsel, dated the  Closing  Date,  from
Gordon,   Arata,   McCollam,  Duplantis  &  Eagan,   L.L.P.,   in
substantially the form attached as Exhibit "C."

          (3)      Units.  There shall have been delivered to the
Subscriber the following instruments and documents evidencing the
Units subscribed for by the Subscriber:

               (1)     a promissory note evidencing the aggregate
principal amount of all Notes subscribed for hereunder;

               (2)      a  certificate representing the aggregate
number  of  Warrants  included  as  a  component  of  such  Units
subscribed for hereunder;

               (3)      two  fully  executed Security  Agreements
substantially in the form attached as Exhibit "D,"  one  executed
by  XCL  Land  and  one  executed by The Exploration  Company  of
Louisiana,  Inc.  granting a security interest  as  described  in
Section  14  hereof  and  two related Louisiana  UCC-1  Financing
Statements.

          (4)      No  Withdrawal, Cancellation or  Modification.
XCL  Land  or  XCL  Ltd.  shall not have withdrawn,  canceled  or
modified  the  Offering, and shall have taken such action  as  is
contemplated thereby.

          (5)      Certificates.  XCL Land  and  XCL  Ltd.  shall
deliver other customary closing certificates.

     7.     Notices.  Any notice, claim, request, demand or other
communication  required  or permitted  to  be  given  under  this
Agreement shall be given in writing and shall be deemed  to  have
been  duly  given  if  delivered or mailed, first  class  postage
prepaid,  to  the  party  for  whom  intended  at  the  following
addresses:

     The Subscriber:

          The address set forth on the signature page hereof

         XCL Land
         or XCL Ltd.:

          110 Rue Jean Lafitte
          Lafayette, LA  70508
          Attn:  Benjamin B. Blanchet

or  at  such other address, as to any party, as such party  shall
specify by like notice to the other parties.

     8.      Covenants of XCL Land and XCL Ltd.  XCL Land and XCL
Ltd. hereby covenant and agree that:

          (1)      XCL  Ltd.  shall be obligated to register  the
Warrant  Stock  at the time and on the terms and  conditions  set
forth in Article 9 of the Warrant Agreement.

          (2)      XCL Land and XCL Ltd. shall issue no more than
62  Units and shall not issue any securities convertible into  or
exchangeable for Units.

     9.      Rights  of  Parties  to Terminate.   Notwithstanding
anything to the contrary set forth herein, this Agreement and the
transactions contemplated hereby may be terminated at any time by
the written agreement of the parties hereto.

     10.     Entire Agreement; etc.  This Agreement together with
the  Schedules hereto, the Notes, the Warrant Agreement  and  the
Security  Agreement  set  forth  the  entire  understanding   and
agreement   between  XCL  Land,  XCL  Ltd.  and  the   Subscriber
pertaining  to  the  subscription which is the  subject  of  this
Agreement   and   superseding  any  and  all  prior   agreements,
proposals,  understandings  and arrangements  among  the  parties
hereto  with respect to the subscription which is the subject  of
this   Agreement,  all  of  which  shall  be  deemed  terminated,
cancelled  and  of  no  further force and effect.   No  prior  or
contemporaneous  understanding  or  agreement  shall   alter   or
constitute a waiver of any term, condition, obligation, covenant,
representation or warranty contained in this Agreement, nor shall
any  waiver,  understanding or agreement purportedly amending  or
waiving  any  provision hereof be effective unless and  until  it
shall  be  reduced to writing and signed by the  parties  hereto.
Any  other  agreements  pursuant to which  a  limited  number  of
qualified  investors  agree  to  subscribe  for  Units  shall  be
substantially  identical in form and content (except  as  to  the
identity  of  the  Subscriber and the number of Units  subscribed
for)   as  this  Agreement,  and  although  each  such  agreement
(including  this Agreement) may be executed in counterparts  with
each   counterpart  being  deemed  an  original  and   all   such
counterparts  being  deemed as one single instrument,  each  such
agreement shall constitute an individual, several agreement  with
XCL  Land and XCL Ltd. and no partnership, joint venture,  agency
or  other relationship, expressed or implied, shall be created by
and  among  the  Subscriber and other purchasers  of  the  Units.
Further,  XCL  Land and XCL Ltd. covenant with and  warrant  each
Subscriber that, until such Subscriber's Note is paid in full, if
the  terms of any of the Units or any Subscriber's investment  in
the  Units  (including the Notes and the Warrant Agreements)  are
amended  either  directly or indirectly, then no  such  amendment
shall  be  effective until and unless each Subscriber is  offered
and  either expressly accepts or rejects the same amendment;  and
no  benefit  or inducement for such amendment will be offered  to
any  Subscriber  unless the same is offered to  all  Subscribers.
The headings in this Agreement have been inserted for convenience
of  reference  only  and shall not affect the  interpretation  or
enforcement  of  any provision hereof.  XCL  Land  and  XCL  Ltd.
further  covenant and agree that it is the intent of the  parties
to  this  Agreement that the Subscriber herein will purchase  and
hold  the  Units on the same terms and conditions  as  the  other
investors  in the Units unless said Subscriber explicitly  elects
otherwise after being offered the opportunity to so elect.

     11.     APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED BY
AND  BE  CONSTRUED IN ACCORDANCE WITH THE LAWS OF  THE  STATE  OF
DELAWARE  FOR  ALL PURPOSES WITHOUT REGARD TO ITS  PRINCIPLES  OF
CONFLICTS OF LAW.

     12.     Special Federal and State Securities Laws Notices.

          (1)      The  undersigned understands and  acknowledges
that:

          THE UNITS AND SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE  "ACT"),  WILL  BE
ACQUIRED  FOR  INVESTMENT ONLY AND MAY NOT BE SOLD,  OFFERED  FOR
SALE  OR  TRANSFERRED FOR VALUE IN THE ABSENCE  OF  AN  EFFECTIVE
REGISTRATION UNDER THE ACT OR AN EXEMPTION THEREFROM.

          IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON
THEIR  OWN  EXAMINATION  OF  THE ISSUER  AND  THE  TERMS  OF  THE
OFFERING,  INCLUDING  THE  MERITS  AND  RISKS  INVOLVED.    THESE
SECURITIES  HAVE  NOT BEEN RECOMMENDED BY ANY  FEDERAL  OR  STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE,  THE
FOREGOING   AUTHORITIES  HAVE  NOT  CONFIRMED  THE  ACCURACY   OR
DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION  TO
THE CONTRARY IS A CRIMINAL OFFENSE.

          THESE   SECURITIES  ARE  SUBJECT  TO  RESTRICTIONS   ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED  OR  RESOLD
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND   THE   APPLICABLE  STATE  SECURITIES   LAWS,   PURSUANT   TO
REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD  BE  AWARE
THAT  THEY  MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS  OF  THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

          (2)      Investors in the following jurisdictions  must
review the following legends required by each jurisdiction and be
aware of their contents.
          
     CALIFORNIA SUPPLEMENT

          THE  COMMISSIONER  OF  CORPORATIONS  OF  THE  STATE  OF
CALIFORNIA  DOES NOT RECOMMEND OR ENDORSE THE PURCHASE  OF  THESE
SECURITIES.   IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER  OF
THESE  SECURITIES,  OR ANY INTEREST THEREIN, OR  TO  RECEIVE  ANY
CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF  THE
COMMISSIONER  OF CORPORATIONS OF THE STATE OF CALIFORNIA,  EXCEPT
AS PERMITTED IN THE COMMISSIONER'S RULES.

     FLORIDA SUPPLEMENT

          THE  SECURITIES REFERRED TO HEREIN WILL BE SOLD TO, AND
ACQUIRED BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER &517.061 OF
THE  FLORIDA  SECURITIES  ACT.   THE  SECURITIES  HAVE  NOT  BEEN
REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA.  IN  ADDITION,
ALL  FLORIDA  RESIDENTS SHALL HAVE THE PRIVILEGE OF  VOIDING  THE
PURCHASE  WITHIN  THREE  (3)  DAYS  AFTER  THE  FIRST  TENDER  OF
CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER,  AN  AGENT
OF  THE  ISSUER,  OR AN ESCROW AGENT OR WITHIN 3 DAYS  AFTER  THE
AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER,
WHICHEVER OCCURS LATER.

     MARYLAND SUPPLEMENT

          THE  SECURITIES  REPRESENTED BY  THIS  CERTIFICATE  (OR
OTHER DOCUMENT) HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION
FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF FEDERAL  AND
STATE  SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
COMPLIANCE  WITH THE REGISTRATION OR QUALIFICATION PROVISIONS  OF
APPLICABLE  FEDERAL  AND  STATE  SECURITIES  LAWS  OR  APPLICABLE
EXEMPTIONS THEREFROM.

     PENNSYLVANIA SUPPLEMENT

          UNDER PROVISIONS OF THE PENNSYLVANIA SECURITIES ACT  OF
1972, EACH PENNSYLVANIA RESIDENT SHALL HAVE THE RIGHT TO WITHDRAW
HIS  ACCEPTANCE  WITHOUT INCURRING ANY LIABILITY TO  THE  SELLER,
UNDERWRITER (IF ANY), OR ANY PERSON, WITHIN TWO (2) BUSINESS DAYS
FROM  THE  DATE  OF RECEIPT BY THE ISSUER OF HIS WRITTEN  BINDING
CONTRACT  OF  PURCHASE OR IN THE CASE OF A TRANSACTION  IN  WHICH
THERE  IS  NO  WRITTEN BINDING CONTRACT OF PURCHASE,  WITHIN  TWO
BUSINESS  DAYS  AFTER  HE  MAKES  THE  INITIAL  PAYMENT  FOR  THE
SECURITIES BEING OFFERED.

          EACH  PENNSYLVANIA  RESIDENT  WHO  SUBSCRIBES  FOR  THE
SECURITIES  BEING  OFFERED  HEREBY  AGREES  NOT  TO  SELL   THESE
SECURITIES  FOR  A  PERIOD OF TWELVE MONTHS  AFTER  THE  DATE  OF
PURCHASE.  UNDER PROVISIONS OF THE PENNSYLVANIA SECURITIES ACT OF
1972  (THE "1972 ACT"), EACH PENNSYLVANIA RESIDENT SHALL HAVE THE
RIGHT  TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY
TO  THE  SELLER, UNDERWRITER (IF ANY) OR ANY OTHER PERSON, WITHIN
TWO  BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF  HIS
WRITTEN  BINDING  CONTRACT  OF PURCHASE  OR  IN  THE  CASE  OF  A
TRANSACTION  IN  WHICH THERE IS NO WRITTEN  BINDING  CONTRACT  OF
PURCHASE,  WITHIN  TWO BUSINESS DAYS AFTER HE MAKES  THE  INITIAL
PAYMENT  FOR  THE  SECURITIES BEING OFFERED.  TO ACCOMPLISH  THIS
WITHDRAWAL,  A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM  TO
THE ISSUER AT THE ADDRESS SET FORTH HEREIN, INDICATING HIS OR HER
INTENTION  TO WITHDRAW.  SUCH LETTER OR TELEGRAM SHOULD  BE  SENT
AND  POSTMARKED  PRIOR  TO THE END OF THE  AFOREMENTIONED  SECOND
BUSINESS  DAY.   IT IS PRUDENT TO SEND SUCH LETTER  BY  CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND
ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED.  IF THE REQUEST  IS
MADE  ORALLY IN PERSON OR BY TELEPHONE TO THE ISSUER,  A  WRITTEN
CONFIRMATION  THAT  THE  REQUEST  HAS  BEEN  RECEIVED  SHOULD  BE
REQUESTED.

     13.      Subscription.   The undersigned hereby   subscribes
for the following number of Units:

                    Number of  Units
                    to be purchased
                    (minimum purchase one Unit)

                    Total Unit Purchase Price:
                    U.S. $
                    (Number of  Units x $100,000)

                    Number    of   Additional
                    Units   to  be  purchased
                    upon request of XCL Land

     14.      Subscriber  further acknowledges  that  persons  or
entities providing new funds to XCL Land on or after November  6,
1998,  up  to  the  aggregate  outstanding  principal  amount  of
$6,200,000  (the  "New Funds"), will hold security  interests  in
100%  of the partnership interest of XCL Land and The Exploration
Company  of Louisiana, Inc. in LM Holding Associates,  L.P.  ("LM
Holding"), such security interests to be allocated pro rata among
the providers of New Funds.  Subscriber further acknowledges that
Subscriber's security interest will change from time to  time  as
Subscriber  or others purchase additional Units or provide  other
New  Funds  (but only up to $6,200,000 principal outstanding)  to
XCL  Land.   Subscriber acknowledges that Units  have  previously
been  sold  and  other New Funds have been provided.   Subscriber
acknowledges  and agrees that in the event that additional  Units
are  sold or additional New Funds are provided to XCL Land  after
the  date hereof by persons other than Subscriber and secured  by
partnership  interests in LM Holding, Subscriber will immediately
upon  demand  by  XCL  Land  execute  (one  or  more  times,   as
appropriate)  amendments to each of the Security Agreements  (and
the  related Financing Statements) releasing a percentage of  the
partnership  interest of LM Holding in which it  has  a  security
interest  sufficient to allocate the security  interests  in  the
partnership  interest of LM Holding among  the  Unit  holders  or
other  providers of New Funds on a proportionate basis  (provided
that  no  reduction in such security interest need be  made  with
respect  to  amounts of New Funds in excess of  an  aggregate  of
$6,200,000 principal outstanding).

           IN  WITNESS WHEREOF, the parties hereto have  executed
this Agreement effective on the date first above written.

     TYPE OF OWNERSHIP

     (Check One)


               Individual (one signature required)

                Joint  Tenants  with right of survivorship  (each
     must sign)

               Tenants in Common (each must sign)

                Tenants  by the Entirety (both husband  and  wife
     must sign)

                Community  Property  (one signature  required  if
     interest held in one name, i.e., managing spouse; signatures
     of both spouses required if interest is held in both names)

                Corporation (include resolution authorizing  this
     investment)

               Partnership (include partnership agreement)

               Trust (include instrument creating the trust)

                 Estate   (include  certified  copy  of   letters
     testamentary or letters of administration)




          Please  print here the exact name in which Unit(s)  are
to be registered.

                        INDIVIDUALS ONLY

                         SIGNATURE PAGE
                    FOR INDIVIDUALS INVESTORS



       Name of Individual Investor (please print or type)

By:______________________________________________________________
_______________
               (Signature of individual investor)

Social Security No.:
Residence Address:

     

_________________________________________________________________

Mailing Address, if different:
_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

Telephone Number:
______________________________________________________________
Facsimile Number:
_______________________________________________________________


Executed at _______________,____________, on this ______  day  of
________________, 1999.

STATE OF          )
               .ss:
COUNTY OF     )

     On  this  _____  day of ____________, in the year  of  1999,
before  me, the undersigned, a Notary Public of said State,  duly
commissioned       and      sworn,      personally       appeared
,  known to me to be the person whose name is subscribed  to  the
within instrument, and acknowledged that he (or she) executed the
same.

           IN  WITNESS WHEREOF, I have hereunto set my  hand  and
affixed  my  official seal the day and year in  this  certificate
first above written.


[SEAL]


          ____________________________________________
               Notary Public in and for said State


My commission expires:


SUBSCRIPTION ACCEPTED:

XCL LAND, LTD.


By:____________________________
   Name:________________________
   Title:_________________________

Date:__________________________

XCL LTD.


By:____________________________
   Name:________________________
   Title:_________________________

Date:__________________________