PROMISSORY NOTE


$100,000.00                             Date: March 15, 1999


I.     PROMISE TO PAY

           For  value received, the undersigned promises  to
pay  to  the order of ROBERT R. DURKEE, JR., 15 Hedge  Lane,
Austin,  Texas 78746-3208, the principal sum of ONE  HUNDRED
THOUSAND  AND  NO/100  ($100,000.00) DOLLARS, together  with
interest  on the principal sum at the rate of fifteen  (15%)
percent per annum commencing on the date that Maker received
an  executed Subscription Agreement (as hereinafter defined)
from  Lender.  Interest shall be calculated on the basis  of
actual  days  elapsed over a 365-day year (366-day  year  in
leap years).

II.     DEFINITIONS

           The  following terms, as used in this  Promissory
Note, shall have the meanings set forth below:

           1.     "Acceleration" shall mean the exercise  of
Lender's  right to accelerate payment of all  principal  and
interest due on the Note after complying with the provisions
of Section IV.2.

           2.      "Debt"  shall  mean (i) indebtedness  for
borrowed   money,  (ii)  obligations  evidenced  by   bonds,
debentures,  notes  or  other  similar  instruments,   (iii)
obligations  to pay the deferred purchase price of  property
or  services, (iv) obligations as lessee under leases  which
shall  have been or should be, in accordance with  generally
accepted accounting principles, recorded as capital  leases,
and  (v) obligations under direct or indirect guaranties  in
respect  of,  and obligations (contingent or  otherwise)  to
purchase  or  otherwise acquire, or otherwise  to  assure  a
creditor  against  loss  in  respect  of,  indebtedness   or
obligations of the kinds referred to in clauses (i)  through
(iv) above.

           3.      "Default Notice" means a notice  sent  by
Lender  to Maker upon the occurrence and continuance  of  an
Event  of  Default  giving  rise to  an  Acceleration  which
specifies  (i) the nature of the Event of Default  that  has
occurred  and is continuing and (ii) that Lender intends  to
make  an  Acceleration in accordance with the provisions  of
Section IV.2.

           4.      "Event of Default" shall have the meaning
set forth in Section IV.1. hereof.

           5.     "Financing Documents" shall mean this Note
and the other Notes.

          6.     "Lender" shall mean Robert R. Durkee, Jr.

           7.     "Lien" or "Liens" shall mean any mortgage,
lien,  pledge,  charge, security interest or encumbrance  of
any  kind,  including, without limitation, the rights  of  a
vendor,  lessor or similar party under any conditional  sale
agreement  or  other  title  retention  agreement  or  lease
substantially  equivalent thereto, and  the  rights  of  the
holder of any production payment, advance payment or similar
interest.

           8.      "Lutcher Moore Mitigation Bank Financing"
shall  mean  a financing in the amount of up to $15  million
secured  in  full  or  in part by the  Lutcher  Moore  Tract
Wetlands Mitigation Bank.

           9.      "Lutcher  Moore Tract"  shall  mean  that
certain  tract  of land located in St. James, Ascension  and
St.   John   the  Baptist  Parishes,  Louisiana,  comprising
approximately   62,000   acres,  owned   by   L.M.   Holding
Associates, L.P.

           10.      "Maker"  shall mean XCL  Land,  Ltd.,  a
company organized under the laws of Delaware.

          11.     "Note" shall mean this Promissory Note.

            12.      "Security  Documents"  shall  mean  the
Security Agreements each dated as of March 15, 1999 executed
by  Maker and The Exploration Company of Louisiana, Inc. and
Lender,   as  amended,  and  the  related  Louisiana   UCC-1
financing statements, as amended.

           13.      "Subscription Agreement" shall mean  the
Subscription Agreement dated as of March 15, 1999,  executed
by  XCL  Ltd., Maker and Lender and relating to the purchase
of this Note.

III.     TERMS OF PAYMENT

           1.      Maturity.   All  principal  and  interest
accrued  and  unpaid under this Note is due and  payable  in
full  on  the  earlier of (a) the third business  day  after
funding  of  the Lutcher Moore Mitigation Bank Financing  or
(b) April 29, 1999.

IV.     DEFAULT AND REMEDIES IN EVENT OF DEFAULT

           1.      Events  of Default.  The term  "Event  of
Default"  shall  mean  the occurrence  of  any  one  of  the
following events:

           (a)      The  failure of Maker to pay  punctually
when   due   any  amount  (including,  without   limitation,
principal or interest) payable with respect to the Note.

           (b)      Any representation or warranty  made  by
Maker  (or any of its officers) under or in connection  with
the  Subscription Agreement, or by Maker or the  grantor  of
any  lien  or  security interest pursuant to  any  agreement
securing  or  purporting to secure any  of  the  obligations
herein  (including, without limitation, any of the  Security
Documents),  shall  prove  to have  been  incorrect  in  any
material respect on or as of the date made.

           (c)      The  breach  of any  term,  covenant  or
agreement  made by Maker hereunder (other than under  clause
(a), above), or under any other agreement between Maker  and
Lender,  which  breach  is not cured within  30  days  after
receipt by Maker of notice thereof.

           (d)      Maker  or any of its subsidiaries  shall
admit  in  writing its inability to pay its debts generally,
or  shall  make  a  general assignment for  the  benefit  of
creditors; or any case, proceeding or other action under any
existing  or  future  law of any jurisdiction,  domestic  or
foreign,  relating to bankruptcy, insolvency  or  relief  of
debtors, shall be instituted by or against Maker or  any  of
its  subsidiaries  seeking to adjudicate it  a  bankrupt  or
insolvent,    or    seeking   liquidation,    winding    up,
reorganization, arrangement, adjustment, protection, relief,
or  composition  of  its debts under  any  law  relating  to
bankruptcy,  insolvency  or  reorganization  or  relief   of
debtors, or seeking the entry of an order for relief or  the
appointment  of  a  receiver, trustee,  custodian  or  other
similar official for it or for any substantial part  of  its
property  and, in the case of any such proceeding instituted
against it (but not instituted by it), such proceeding shall
remain  undismissed or unstayed for a period of thirty  (30)
days;  or  Maker or any of its subsidiaries shall  take  any
corporate  action to authorize any of the actions set  forth
above in this subsection (d) of Section IV.

           (e)     Any judgment or order for the payment  of
money  in  excess  of $5,000,000 shall be  rendered  against
Maker  or any of its subsidiaries and either (i) enforcement
proceedings  shall have been commenced by any creditor  upon
such  judgment  or  order that have not been  stayed  for  a
period  of  ten (10) consecutive days and are not stayed  at
the  time  an  action to enforce this Note is commenced,  or
(ii)  there shall be any period of ten (10) consecutive days
during  which  a  stay of enforcement of  such  judgment  or
order, by reason of a pending appeal or otherwise, shall not
be in effect.

           (f)      Any non-monetary judgment or order shall
be rendered against Maker or any of its subsidiaries that is
reasonably  likely  to  have a material  adverse  effect  on
(i)   the  business,  condition  (financial  or  otherwise),
operations,  performance, properties or prospects  of  Maker
and its subsidiaries, taken as a whole, (ii) the ability  of
Maker and its subsidiaries, taken as a whole, to perform its
obligations  under  this  Note or the  Notes  or  under  any
agreement  securing or purporting to secure the  obligations
herein to which Maker or any of its subsidiaries is a  party
or  (iii)  the  rights and remedies of Lender or  its  agent
under  any  agreement securing or purporting to  secure  the
obligations herein to which Maker or any of its subsidiaries
is  a  party,  and either (x) enforcement proceedings  shall
have  been  commenced  by any person  or  entity  upon  such
judgment or order that have not been stayed for a period  of
ten (10) consecutive days and are not stayed at the time  an
action to enforce this Note is commenced, or (y) there shall
be  any  period of ten (10) consecutive days during which  a
stay of enforcement of such judgment or order, by reason  of
a pending appeal or otherwise, shall not be in effect.

           (g)      Maker  shall create, insure,  assume  or
suffer  to exist any debt other than (i) debt in respect  of
the  Notes; (ii) debt existing as of the date of the  Notes;
and  (iii)  obligations to any affiliate of Maker  that  are
contractually subordinated to the  indebtedness  represented
by the Notes.

            2.       Acceleration  of  Maturity.   Upon  the
occurrence  of  any  Event  of  Default  arising  from   any
condition or circumstance other than Maker's failure to  pay
punctually  when due any amount under the Note,  Lender  may
send a Default Notice to Maker.  Upon actual receipt of such
Default  Notice, Maker shall have five (5) business days  to
either  cure  such  Event of Default  or  pay  in  full  all
principal  and interest due under the Note.  If, after  five
(5)  business days have elapsed from actual receipt  of  the
Default Notice by Maker, Maker has not either (i) cured such
Event  of  Default  or (ii) paid in full all  principal  and
interest due under the Note, then and only then shall Lender
have  the right to make an Acceleration.  Upon Acceleration,
the Note, all interest thereon and all other amounts payable
thereon  shall  become  and be forthwith  due  and  payable,
without  presentment, demand, protest or further  notice  of
any  kind.   The  unpaid balance under the Note  shall  bear
interest as stated herein until paid in full.

V.     WAIVER OF DEFENSES

           Maker  waives  presentment for payment,  protest,
notice  of  dishonor,  demand, and notice  of  acceleration.
Maker's liability hereunder shall not be impaired by lack of
diligence in collecting the Note and enforcing any  security
rights of Lender.

VI.     MAXIMUM INTEREST RATE

           In  no event shall the rate charged hereunder for
interest  exceed the maximum rate of interest  permitted  by
applicable   law,   and  if  any  circumstances,   including
acceleration, prepayment, or demand, would cause the rate of
interest hereunder to exceed such maximum rate, the rate  of
interest  hereunder automatically shall be reduced  to  such
maximum rate and Lender shall forgive or refund to Maker any
interest above such maximum rate collected by Lender.

VII.     GOVERNING LAW

           This  Note  shall be governed by the  substantive
laws  of  the  State of Louisiana, without any effect  being
given to principles of conflicts of laws.

VIII.     SECURITY

           This Note is secured by a security interest in  a
percentage  of the general and limited partnership  interest
in L.M. Holding Associates, L.P., a Louisiana Partnership in
Commendam,  granted by Maker and The Exploration Company  of
Louisiana, Inc. pursuant to the Security Documents.   IT  IS
EXPRESSLY   UNDERSTOOD  AND  AGREED  BY  LENDER   THAT   THE
INDEBTEDNESS EVIDENCED HEREBY IS INDEBTEDNESS OF  MAKER  AND
NOT INDEBTEDNESS OF ANY OF ITS AFFILIATES, INCLUDING BUT NOT
LIMITED  TO  XCL LTD. OR XCL-CHINA LTD., AND  LENDER  HEREBY
EXPRESSLY  ACKNOWLEDGES AND AGREES THAT EXCEPT WITH  RESPECT
TO  THE  SECURITY  INTERESTS GRANTED TO IT PURSUANT  TO  THE
SECURITY DOCUMENTS, IT SHALL HAVE NO RECOURSE AGAINST ANY OF
MAKER'S AFFILIATES, INCLUDING BUT NOT LIMITED TO XCL LTD. OR
XCL-CHINA LTD., OR ANY OF THEIR ASSETS AND THAT LENDER SHALL
LOOK SOLELY TO MAKER, ITS ASSETS AND THE COLLATERAL IN WHICH
A  SECURITY  INTEREST  HAS  BEEN  GRANTED  BY  THE  SECURITY
DOCUMENTS   FOR  REPAYMENT  OF  ANY  AND  ALL  AMOUNTS   DUE
HEREUNDER.

IX.     NOTICE

            Whenever  this  Note  requires  or  permits  any
consent, approval, notice, request or demand from one  party
to another, the consent, approval, notice, request or demand
must be in writing (including telecopies, telegraphic, telex
or  cable  communications)  and  mailed  (prepaid  postage),
telecopied,  telegraphed, telexed, cabled  or  delivered  as
follows:

          If to Maker:

              XCL Land, Ltd.
          110 Rue Jean Lafitte
          P. O. Box 53775
          Lafayette, Louisiana 70505
          Attn: Benjamin B. Blanchet
          Telecopier: (318) 237-3316

          If to Lender:

          Robert R. Durkee, Jr.
          15 Hedge Lane
          Austin, Texas  78746-3208

Or,  as  to  any party, at such other address  as  shall  be
designated  by such party in a written notice to  the  other
parties.   Unless  otherwise  specified  herein,  all   such
notices   and  other  communications,  shall,  when  mailed,
telecopied, telegraphed, telexed or cabled, be effective and
deemed  delivered and received when deposited in the  mails,
telecopied, delivered to the telegraph company, confirmed by
telex   answerback  or  delivered  to  the  cable   company,
respectively.

X.     HEADINGS

                 The  headings  used in this  Note  are  for
convenience only and do not constitute a part of the Note.

XI.     RESTRICTIONS ON TRANSFER

           THE  NOTE REPRESENTED BY THIS INSTRUMENT 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 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  NOTE  IS  ALSO  SUBJECT  TO
CERTAIN RESTRICTIONS ON TRANSFER CONTAINED HEREIN AND IN THE
SUBSCRIPTION  AGREEMENT.   A  COPY  OF  SUCH  AGREEMENT   IS
AVAILABLE  FOR  INSPECTION AT THE PRINCIPAL  OFFICE  OF  THE
MAKER AND WILL BE FURNISHED WITHOUT CHARGE TO ANY HOLDER  OF
THIS  NOTE  UPON  WRITTEN REQUEST TO THE  SECRETARY  OF  THE
MAKER, AND ALL HOLDERS OF THE NOTE AGREE TO BE BOUND BY  THE
PROVISIONS OF SUCH AGREEMENT.

XII.     WAIVERS AND AMENDMENTS

           All amendments, supplements and modifications  to
this Note shall be made only in writing signed by Maker  and
Lender,   and  then  any  such  amendment,  supplement,   or
modification  shall  be  effective  only  on  the   specific
instance  and for the specific purpose for which given.   No
consent  to  any departure by Maker from the  provisions  of
this  Note shall in any event be effective unless  the  same
shall be in writing and signed by Lender.

                              XCL LAND, LTD.




By:_________________________________

Name:_______________________________

Title:________________________________