SUBSCRIPTION AGREEMENT


      SUBSCRIPTION AGREEMENT dated as of March 15,  1999  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)  10,000
warrants  ("Warrants")  to purchase  10,000  shares  of  XCL
Ltd.'s  common  stock,  par value $.01  per  share  ("Common
Stock"),  at $1.25 per share (subject to adjustment)  (which
reflects the bid price of the Common Stock on March 9, 1999,
the  date on which the terms of the Units were agreed to  by
XCL  Land,  XCL  Ltd. and Subscriber).  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 10 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 March 15, 1999 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.

           (a)      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.

          (b)     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.

            (c)      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.

           (d)     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:

           (a)     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.

           (b)      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.

           (c)      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.

           (d)      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.

           (e)      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.

           (f)      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.

           (g)      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.

           (h)      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.

           (i)      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, (4) arising in connection with promissory  notes
of XCL Land outstanding in the aggregate principal amount of
$2,000,000  and 434,100 warrants to purchase 434,100  shares
of XCL Ltd. common stock comprising 20 of up to an aggregate
of 62 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  42
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.

           (j)      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.

           (k)      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.

          (l)     Labor Matters.

                (i)      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.

                (ii)      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.

          (m)     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.

          (n)     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.

          (o)     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:

           (a)      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.

          (b)     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.

            (c)      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.

           (d)      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).

           (e)      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.

           (f)      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(b)(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.

          (g)     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.

            (a)       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.

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

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

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

                 (iii)       two  fully  executed   Security
Agreements  substantially in the form  attached  as  Exhibit
"C,"  one  executed  by XCL Land and  one  executed  by  The
Exploration Company of Louisiana, Inc. granting  a  security
interest  in  1.6% of such entity's partnership interest  in
L.M.  Holding  Associates, L.P., a Louisiana Partnership  in
Commendam   and   two  related  Louisiana  UCC-1   Financing
Statements.

             (c)       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.

           (d)     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:

           (a)      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.

           (b)     XCL Land and XCL Ltd. shall issue no more
than 10 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.

             (a)       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.

           (b)      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
SECTION   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   1
                    (minimum purchase one Unit)

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

                    Number of Additional
                    Units     to      be
                    purchased       upon
                    request of XCL  Land
                    0

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

                         (Check One)


    X        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)



                         Robert R. Durkee, Jr.
           Please print here the exact name in which Unit(s)
are to be registered.
                      INDIVIDUALS ONLY

                       SIGNATURE PAGE
                  FOR INDIVIDUALS INVESTORS


                        Robert R. Durkee, Jr.
     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:__________________________