FIRST AMENDMENT TO
                      STOCK PLEDGE AGREEMENT


     THIS FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT (herein
called this "Amendment") is made as of April 9, 1997, by XCL Ltd.
(formerly named The Exploration Company of Louisiana, Inc.), a
Delaware corporation ("Debtor") and ING (U.S.) Capital
Corporation (formerly named Internationale Nederlanden (U.S.)
Capital Corporation), a Delaware corporation, in its capacity as
agent for itself and certain other lenders from time-to-time
parties to the Credit Agreement described herein ("Secured
Party").

     WITNESSETH:

      1.     XCL-Texas, Inc., a Texas corporation ("Borrower"),
Debtor, Secured Party, as agent and collateral agent, and certain
lenders are parties to a Credit Agreement dated as of January 31,
1994 (as from time to time amended, supplemented, or restated,
the "Credit Agreement").

     2.     Debtor has executed and delivered a Stock Pledge
Agreement dated as of January 31, 1994 (the "Original Agreement")
in favor of Secured Party, pursuant to which Debtor granted to
Secured Party a security interest in the Collateral as defined
therein.

     3.     Debtor, Borrower, Secured Party and Lenders are
entering into a Forbearance Agreement of even date herewith, and
in compliance therewith Debtor and Secured Party desire to amend
the Original Agreement for the purposes expressed herein.

     NOW THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein and in the
Original Agreement, in consideration of the loans which have been
made by Lenders to Borrower and in order to induce Agent and
Lenders to enter into such Forbearance Agreement, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree
as follows:

     1.     Definitions.  Capitalized terms used but not
otherwise defined herein have the meanings given them in the
Original Agreement.

     2.     Grant of Security Interest.  As collateral security
for all of the Obligations, Debtor hereby pledges and assigns to
Secured Party and grants to Secured Party a continuing security
interest in all of the following:

          (a)  Pledged Shares.  All of the following, whether now
     or hereafter existing, which are owned by Debtor or in which
     Debtor otherwise has any rights:  the shares of stock
     described in Exhibit A-1 hereto, all certificates
     representing any such shares, all options and other rights,
     contractual or otherwise, at any time existing with respect
     to such shares, and, except as otherwise provided in Section
     4.8 of the Original Agreement, all dividends, cash,
     instruments and other property now or hereafter received,
     receivable or otherwise distributed in respect of or in
     exchange for any or all of such shares (any and all such
     shares, certificates, options, rights, dividends, cash,
     instruments and other property being herein called the "New
     Pledged Shares").

          (b)  Proceeds.  All Proceeds of any and all of the
     foregoing.

In each case, the foregoing shall be covered by the security
interest herein granted and by the Original Agreement as amended
hereby, whether Debtor's ownership or other rights in the
foregoing are presently held or hereafter acquired and howsoever
Debtor's interests therein may arise or appear (whether by
ownership, security interest, claim or otherwise).

     2.     Amendments to Original Agreement.  The definition of
"Pledged Shares" in Section 2.1 of the Original Agreement is
hereby supplemented to include the New Pledged Shares as
additional "Pledged Shares".  Exhibit A to the Original Agreement
is hereby amended to include Exhibit A-1 attached hereto as an
additional part of such Exhibit A.

     3.     Representations and Warranties.  Debtor hereby
represents and warrants to Secured Party that all of the
representations and warranties set forth in Section 3.1 of the
Original Agreement are true and correct with respect to the New
Pledged Shares, this Amendment, and the transactions effected
hereby.

     4.     Ratification of Agreement.  The Original Agreement as
hereby amended is hereby ratified and confirmed in all respects
(the Original Agreement as so amended, is herein called the
"Security Agreement").  Any reference to the Security Agreement
in any Loan Document shall be deemed to refer to this Amendment
also.  The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of Secured Party or any
other Lender under the Security Agreement or any other Loan
Document nor constitute a waiver of any provision of the Security
Agreement or any other Loan Document.

     5.     Survival of Agreements.  All agreements of Debtor
herein shall survive the execution and delivery of this Amendment
and the performance hereof, and shall further survive until all
the Obligations are paid in full.  This Amendment is a Loan
Document, and all provisions in the Credit Agreement pertaining
to Loan Documents apply hereto.

     6.     Governing Law.  This Amendment shall be governed by
and construed in accordance with the laws of the State of New
York and any applicable laws of the United States of America in
all respects, including construction, validity and performance.

     7.     Counterparts.  This Amendment may be separately
executed in counterparts and by the different parties hereto in
separate counterparts, each of which when so executed shall be
deemed to constitute one and the same Amendment.

     IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first above written.

                                 XCL LTD.



                                 By:______________________________
                                 Name:____________________________
                                 Title:___________________________


                                 ING (U.S.) CAPITAL CORPORATION
                                 in its capacity as Agent



                                 By:_______________________________
                                 Name:_____________________________
                                 Title:____________________________