ASSIGNMENT AND SALE
                                
          This  Assignment  and Sale (the "Assignment")  is  made
and  entered  into  by  and  between XCL  ACQUISITIONS,  INC.,  a
Delaware  corporation  whose mailing  address  is  110  Rue  Jean
Lafitte,  Lafayette, Louisiana 70508 and whose tax identification
number  is  51-0311223 ("Seller"), and the parties identified  on
Schedule A (hereinafter referred to individually as a "Buyer" and
collectively as the "Buyers").
          
     WHEREAS,  Seller  owns a 50% interest ("Seller's  Interest")
in  and  to those Promissory Notes described on Schedule 13  (the
"Promissory Notes");
     
     WHEREAS,  the principal amount owed on the Promissory  Notes
attributable to Seller's Interest is Five Hundred Thirty Thousand
Four Hundred Sixty One and 41/100 ($530,461.41) Dollars;
     
     WHEREAS  Buyers collectively wish to buy a 58.911%  interest
in  Seller's  Interest  which would entitled  Buyers  to  receive
collectively  in  principal  $312,500.12  and  interest  on  such
principal amount from the date hereof until paid at the  rate  of
eight percent (8%) per annum;
     
     NOW  THEREFORE,  in mutual consideration of  the  terms  and
provisions  set  forth in this Assignment, the parties  agree  as
follows:
     
          Section  1.  Sale.  Seller does hereby  GRANT,  CONVEY,
BARGAIN, SELL, TRANSFER, ASSIGN, SET OVER AND DELIVER, unto  each
Buyer,  and its successors and assigns, that portion of  Seller's
Interest set forth on Schedule C opposite the name of each  Buyer
under  the heading "Seller's Interest" (which collectively  shall
total a 58.911% interest in Seller's Interest). (The interest  in
Seller's  Interest sold to Buyers hereunder shall hereinafter  be
referred to as "Buyers' Interest.")
          
          This   sale   is   made  and  accepted   for   and   in
consideration of the price and sum of Two Hundred Fifty  Thousand
($250,000.00) Dollars, cash in hand paid proportionately by  each
Seller in the amount set forth on Schedule C opposite the name of
each  Buyer  under  the  heading "Sale Price,"  the  receipt  and
adequacy of which is hereby acknowledged by Seller.
          
          Section  2.  Warranty. Except to the  extent  otherwise
set  forth  in  Section  4  of this Assignment,  Seller  warrants
Buyers'  Interest  with  full  warranty  of  title,  and   Seller
represents  that Buyers' Interest is free of all liens,  pledges,
mortgages, security interests and other burdens.
          
          Section 3. Further Assurances. Seller agrees to execute,
acknowledge  where necessary, and deliver unto  Buyers  all  such
other    and   additional   instruments,   notices,   and   other
documents  and to do all such other and further acts  and  things
necessary to frilly grant, convey, and assign Buyers' Interest to
Buyers.

          Section  4.  Servicing Agreement.  The  collection  and
servicing  of the Promissory Notes are governed by the provisions
of  that certain Loan Participation Agreement (the "Participation
Agreement")  dated  May 18, 1995 by and among the  Succession  of
Edward  M. Carmouche, Mathilda Gray Stream, Harold H. Stream  III
and  The  Opal  Gray Trust (the "Stream Group") and Seller.  This
Assignment is wade subject to the Participation Agreement. Buyers
acknowledge  that  pursuant  to the Participation  Agreement  the
Stream  Group,  as.  owner  of  a 50%  interest  in  and  to  the
Promissory Notes (the "Stream Interest'), is entitled to  receive
all proceeds paid on the Promissory Notes until all principal and
interest  to  which the Stream Group is entitled for  the  Stream
Interest  has  been paid in full; and that Seller's  Interest  is
entitled  to receive proceeds paid on the Promissory  Notes  only
after  the  Stream Group has received all principal and  interest
attributable to the Stream Interest in the Promissory Notes.
          
          Section  5.  Governing  Law. This  Assignment  is  made
under  and shall be construed in accordance with and governed  by
the  laws  of  the  United States of America  and  the  State  of
Louisiana without giving any effect to principles of conflicts of
laws.
          
          Section  6.  Counterparts.  This  Assignment   may   be
executed  in  counterparts, all of which are identical,  and  all
such  counterparts together shall constitute  one  and  the  same
instrument.
          
          IN   WITNESS  WHEREOF,  this  Assignment  is   executed
effective as of this 19th day of November, 1996.
          
          
          
                                   XCL ACQUISITIONS, INC.
                                   
                                   
                                   
                                   By:---------------------
                                   Name:-------------------
                                   Title:------------------
                                   
                                   
                                   
                                   BUYERS:
                                   
                                   
                                   
                                   OPPORTUNITY ASSOCIATES, L.P.
                                   
                                   By:----------------------
                                   Name:--------------------
                                   Title:-------------------
   
   
                                   KAYNE, ANDERSON NON-
                                   TRADITIONAL INVESTMENTS, L.P.
   
   
                                   By:----------------------
                                   Name:--------------------
                                   Title:-------------------
   
   
   
   
                                 OFFENSE GROUP ASSOCIATES, L.P.
   
   
                                 By:----------------------
                                 Name:--------------------
                                 Title:-------------------
   
   
   
   
                                ARBCO ASSOCIATES, L.P.
   
   
                                By:-----------------------
                                Name:---------------------
                                Title:--------------------
   
   
   
                                NOBEL INSURANCE COMPANY
   
   
                                By:----------------------
                                Name:--------------------
                                Title:-------------------
   
   
   
                                EVANSTON INSURANCE COMPANY
   
   
                                By:----------------------
                                Name:--------------------
                                Title:-------------------


                                TOPA INSURANCE COMPANY


                                By:----------------------
                                Name:--------------------
                                Title:-------------------



                                FOREMOST INSURANCE COMPANY


                                By:----------------------
                                Name:--------------------
                                Title:-------------------