GUARANTY
                               (Subsidiary)

     THIS GUARANTY is made as of April 9, 1997, by XCL-China
Ltd., a British Virgin Island corporation ("Guarantor"), in favor
of ING (U.S.) Capital Corporation, a Delaware corporation, as
agent for Lenders, as defined in the Credit Agreement described
below (in such capacity "Agent").

                           RECITALS:

     1.     XCL-Texas, Inc., a Texas corporation ("Borrower"), The
Exploration Company of Louisiana, Inc. ("Parent"), and ING (U.S.)
Capital Corporation, as Agent and Lenders (collectively,
"Lenders") are parties to a Credit Agreement dated as of January
31, 1994 (herein, as from time to time amended, supplemented or
restated, called the "Credit Agreement").

     2.     Parent has, on behalf of Guarantor, requested Lenders to
enter into a Forbearance Agreement of even date herewith with
Borrower and Parent, by means of which Lenders will consent to
Guarantor's borrowing of the "China Loans" referred to in such
Forbearance Agreement, It is essential to Borrower's business
that it obtain the China Loans and thus that it obtain Lenders'
consent thereto.

     3.     Parent owns directly, or indirectly through one or more
subsidiaries, one hundred percent (100%) of the outstanding
shares of all classes of Guarantor's stock and one hundred
percent (100%) of the outstanding shares of all classes of
Borrower's stock.

     4.        Parent, Borrower, Guarantor, and the other direct and
indirect subsidiaries of Parent are mutually dependent on each
other in the conduct of their respective businesses under a
holding company structure, with the credit needed from time to
time by each often being provided by another or by means of
financing obtained by one such affiliate with the support of the
others for their mutual benefit and the ability of each to obtain
such financing being dependent on the successful operations of
the others.

     5.     The board of directors of Guarantor has determined that
Guarantor's execution, delivery and performance of this Guaranty
may reasonably be expected to benefit Guarantor, directly or
indirectly, and are in the best interests of Guarantor.

     NOW, THEREFORE, in consideration of the premises, of the
benefits which will inure to Guarantor from Lenders' consent to
the China Loans under the Forbearance Agreement, and of Ten
Dollars and other good and valuable consideration, the receipt
and sufficiency of all of which are hereby acknowledged, and in
order to induce Lenders to enter into the Forbearance Agreement
in reliance upon this Guaranty, Guarantor hereby agrees with
Agent, for the benefit of Agent and Lenders, as follows:

                           AGREEMENTS

       Section 1.  Definitions.  Reference is hereby made to the Credit
Agreement for all purposes.  All terms used in this Guaranty
which are defined in the Credit Agreement and not otherwise
defined herein shall have the same meanings when used herein.  As
used herein the following terms shall have the following
meanings:

     "Agent" means the Person who, at the time in question, is
the "Agent" under the Credit Agreement.  Whenever ING (U.S.)
Capital Corporation is the only Lender under the Credit
Agreement, "Agent" shall also refer to ING (U.S.) Capital
Corporation in such capacity as the only Lender.

     "Lenders" means ING (U.S.) Capital Corporation and all other
Persons who at any time are "Lenders" under the Credit Agreement.

     "Obligations" means collectively all of the indebtedness,
obligations, and undertakings which are guaranteed by Guarantor
and described in subsections (a) and (b) of Section 2.

     "Obligation Documents" means this Guaranty, the Notes, the
Credit Agreement, the Forbearance Agreement, the Loan Documents,
all other documents and instruments under, by reason of which, or
pursuant to which any or all of the Obligations are evidenced,
governed, secured, or otherwise dealt with, and all other
documents, instruments, agreements, certificates, legal opinions
and other writings heretofore or hereafter delivered in
connection herewith or therewith.

     "Obligors" means Borrower, Guarantor and any other
endorsers, guarantors or obligors, primary or secondary, of any
or all of the Obligations.

     "Security" means any rights, properties, or interests of
Agent or Lenders, under the Obligation Documents or otherwise,
which provide recourse or other benefits to Agent or Lenders in
connection with the Obligations or the non-payment or
non-performance thereof, including collateral (whether real or
personal, tangible or intangible) in which Agent or Lenders have
rights under or pursuant to any Obligation Documents, guaranties
of the payment or performance of any Obligation, bonds, surety
agreements, keep-well agreements, letters of credit, rights of
subrogation, rights of offset, and rights pursuant to which other
claims are subordinated to the Obligations.

      Section 2.          Guaranty.

     (a)    Guarantor hereby irrevocably, absolutely, and
unconditionally guarantees to Agent and each Lender the prompt,
complete, and full payment when due, and no matter how the same
shall become due, of:

          (i)    the Notes, including all principal, all interest thereon
     and all other sums payable thereunder; and

          (ii)   All other sums payable by Borrower under the other
     Obligation Documents, whether for principal, interest, fees or
     otherwise; and

          (iii)       Any and all other indebtedness or liabilities which
     Borrower may at any time owe to Agent or any Lender, whether
     incurred heretofore or hereafter or concurrently herewith,
     voluntarily or involuntarily, whether owed alone or with others,
     whether fixed, contingent, absolute, inchoate, liquidated or
     unliquidated, whether such indebtedness or liability arises by
     notes, discounts, overdrafts, open account indebtedness or in any
     other manner whatsoever, and including interest, attorneys' fees
     and collection costs as may be provided by law or in any
     instrument evidencing any such indebtedness or liability.

Without limiting the generality of the foregoing, Guarantor's
liability hereunder shall extend to and include all post-petition
interest, expenses, and other duties and liabilities of Borrower
described above in this subsection (a), or below in the following
subsection (b), which would be owed by Borrower but for the fact
that they are unenforceable or not allowable due to the existence
of a bankruptcy, reorganization, or similar proceeding involving
Borrower.

     (b)    Guarantor hereby irrevocably, absolutely, and
unconditionally guarantees to Agent and each Lender the prompt,
complete and full performance, when due, and no matter how the
same shall become due, of all obligations and undertakings of
Borrower to Agent or such Lender under, by reason of, or pursuant
to any of the Obligation Documents.

     (c)    If Borrower shall for any reason fail to pay any
Obligation, as and when such Obligation shall become due and
payable, whether at its stated maturity, as a result of the
exercise of any power to accelerate, or otherwise, Guarantor
will, forthwith upon demand by Agent, pay such Obligation in full
to Agent for the benefit of Agent or the Lender to whom such
Obligation is owed.  If Borrower shall for any reason fail to
perform promptly any Obligation, Guarantor will, forthwith upon
demand by Agent, cause such Obligation to be performed or, if
specified by Agent, provide sufficient funds, in such amount and
manner as Agent shall in good faith determine, for the prompt,
full and faithful performance of such Obligation by Agent or such
other Person as Agent shall designate.

     (d)    If either Borrower or Guarantor fails to pay or perform
any Obligation as described in the immediately preceding
subsections (a), (b), or (c) Guarantor will incur the additional
obligation to pay to Agent, and Guarantor will forthwith upon
demand by Agent pay to Agent, the amount of any and all expenses,
including fees and disbursements of Agent's counsel and of any
experts or agents retained by Agent, which Agent may incur as a
result of such failure.

     (e)    As between Guarantor and Agent or Lenders, this Guaranty
shall be deemed a primary and liquidated liability of Guarantor.

     (f)    Notwithstanding the foregoing or any other provisions of
this Guaranty, it is agreed and understood that it is the
intention of Guarantor, Agent and Lenders that this Guaranty not
constitute a fraudulent transfer or conveyance for purposes of
any bankruptcy law, fraudulent conveyance or transfer law, or
other similar federal or state law to the extent any such laws
are applicable to this Guaranty.  To effectuate the foregoing
intention, Guarantor, Agent and Lenders irrevocably agree that
the obligations of Guarantor under this Guaranty shall be limited
to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of Guarantor and after giving
effect to any collections from or payments made by or on behalf
of any other guarantor of the Obligations, result in the
obligations of Guarantor under this Guaranty not constituting a
fraudulent conveyance or fraudulent transfer under federal or
state.

     Section 3.          Unconditional Guaranty.

     (a)    No action which Agent or any Lender may take or omit to
take in connection with any of the Obligation Documents, any of
the Obligations (or any other indebtedness owing by Borrower to
Agent or any Lender), or any Security, and no course of dealing
of Agent or any Lender with any Obligor or any other Person,
shall release or diminish Guarantor's obligations, liabilities,
agreements or duties hereunder, affect this Guaranty in any way,
or afford Guarantor any recourse against Agent or any Lender,
regardless of whether any such action or inaction may increase
any risks to or liabilities of Agent or any Lender or any Obligor
or increase any risk to or diminish any safeguard of any
Security.  Without limiting the foregoing, Guarantor hereby
expressly agrees that Agent and Lenders may, from time to time,
without notice to or the consent of Guarantor, do any or all of
the following:

          (i)    Amend, change or modify, in whole or in part, any one or
     more of the Obligation Documents and give or refuse to give any
     waivers or other indulgences with respect thereto.

          (ii)   Neglect, delay, fail, or refuse to take or prosecute any
     action for the collection or enforcement of any of the
     Obligations, to foreclose or take or prosecute any action in
     connection with any Security or Obligation Document, to bring
     suit against any Obligor or any other Person, or to take any
     other action concerning the Obligations or the Obligation
     Documents.

          (iii)       Accelerate, change, rearrange, extend, or renew the
     time, terms, or manner for payment or performance of any one or
     more of the Obligations.

          (iv)   Compromise or settle any unpaid or unperformed Obligation
     or any other obligation or amount due or owing, or claimed to be
     due or owing, under any one or more of the Obligation Documents.

          (v)    Take, exchange, amend, eliminate, surrender, release, or
     subordinate any or all Security for any or all of the
     Obligations, accept additional or substituted Security therefor,
     and perfect or fail to perfect Agent's or Lenders' rights in any
     or all Security.

          (vi)   Discharge, release, substitute or add Guarantors and other
     Obligors.

          (vii)       Apply all monies received from Obligors or others, or
     from any Security for any of the Obligations, as Agent and
     Lenders may determine to be in their best interests, without in
     any way being required to marshall Security or assets or to apply
     all or any part of such monies upon any particular Obligations.

     (b)    No action or inaction of any Obligor or any other Person,
and no change of law or circumstances, shall release or diminish
Guarantor's obligations, liabilities, agreements, or duties
hereunder, affect this Guaranty in any way, or afford Guarantor
any recourse against Agent or any Lender.  Without limiting the
foregoing, the obligations, liabilities, agreements, and duties
of Guarantor under this Guaranty shall not be released,
diminished, impaired, reduced, or affected by the occurrence of
any or all of the following from time to time, even if occurring
without notice to or without the consent of Guarantor:

          (i)    Any voluntary or involuntary liquidation, dissolution,
     sale of all or substantially all assets, marshalling of assets or
     liabilities, receivership, conservatorship, assignment for the
     benefit of creditors, insolvency, bankruptcy, reorganization,
     arrangement, or composition of any Obligor or any other
     proceedings involving any Obligor or any of the assets of any
     Obligor under laws for the protection of debtors, or any
     discharge, impairment, modification, release, or limitation of
     the liability of, or stay of actions or lien enforcement
     proceedings against, any Obligor, any properties of any Obligor,
     or the estate in bankruptcy of any Obligor in the course of or
     resulting from any such proceedings.

          (ii)   The failure by Agent or any Lender to file or enforce a
     claim in any proceeding described in the immediately preceding
     subsection (i) or to take any other action in any proceeding to
     which any Obligor is a party.

          (iii)       The release by operation of law of any Obligor from
     any of the Obligations or any other obligations to Agent or any
     Lender.

          (iv)   The invalidity, deficiency, illegality, or
     unenforceability of any of the Obligations or the Obligation
     Documents, in whole or in part, any bar by any statute of
     limitations or other law of recovery on any of the Obligations,
     or any defense or excuse for failure to perform on account of
     force majeure, act of God, casualty, impossibility,
     impracticability, or other defense or excuse whatsoever.

          (v)    The failure of any Obligor or any other Person to sign any
     guaranty or other instrument or agreement within the
     contemplation of any Obligor, Agent or any Lender.

          (vi)   The fact that Guarantor may have incurred directly part of
     the Obligations or is otherwise primarily liable therefor.

          (vii)       Without limiting any of the foregoing, any fact or
     event (whether or not similar to any of the foregoing) which in
     the absence of this provision would or might constitute or afford
     a legal or equitable discharge or release of or defense to a
     guarantor or surety other than the actual payment and performance
     by Guarantor under this Guaranty.

     (c)    Agent and Lenders may invoke the benefits of this Guaranty
before pursuing any remedies against any Obligor or any other
Person and before proceeding against any Security now or
hereafter existing for the payment or performance of any of the
Obligations.  Agent and Lenders may maintain an action against
Guarantor on this Guaranty without joining any other Obligor
therein and without bringing a separate action against any other
Obligor.

     (d)    If any payment to Agent or any Lender by any Obligor is
held to constitute a preference or a voidable transfer under
applicable state or federal laws, or if for any other reason
Agent or any Lender is required to refund such payment to the
payor thereof or to pay the amount thereof to any other Person,
such payment to Agent or such Lender shall not constitute a
release of Guarantor from any liability hereunder, and Guarantor
agrees to pay such amount to Agent or such Lender on demand and
agrees and acknowledges that this Guaranty shall continue to be
effective or shall be reinstated, as the case may be, to the
extent of any such payment or payments.

     (e)    This is a continuing guaranty and shall apply to and cover
all Obligations and renewals and extensions thereof and
substitutions therefor from time to time.

     Section 4.      Waiver.  Guarantor hereby waives, with respect to the
Obligations, this Guaranty, and the other Obligation Documents:

     (a)    notice of the incurrence of any Obligation by Borrower,
and notice of any kind concerning the assets, liabilities,
financial condition, creditworthiness, businesses, prospects, or
other affairs of Borrower (it being understood and agreed that:
(i) Guarantor shall take full responsibility for informing itself
of such matters, (ii) neither Agent nor any Lender shall have any
responsibility of any kind to inform Guarantor of such matters,
and (iii) Agent and Lenders are hereby authorized to assume that
Guarantor, by virtue of its relationships with Borrower which are
independent of this Guaranty, has full and complete knowledge of
such matters whenever Lenders extend credit to Borrower or take
any other action which may change or increase Guarantor's
liabilities hereunder).

     (b)    notice that Agent, any Lender, any Obligor, or any other
Person has taken or omitted to take any action under any
Obligation Document or any other agreement or instrument relating
thereto or relating to any Obligation.

     (c)    demand, presentment for payment, and notice of demand,
dishonor, nonpayment, or nonperformance.

     (d)    notice of intention to accelerate, notice of acceleration,
protest, notice of protest, notice of any exercise of remedies
(as described in the following Section 5 or otherwise), and all
other notices of any kind whatsoever.

     Section 5.      Exercise of Remedies.  Agent and each Lender shall
have the right to enforce, from time to time, in any order and at
Agent's or such Lender's sole discretion, any rights, powers and
remedies which Agent or such Lender may have under the Obligation
Documents or otherwise, including judicial foreclosure, the
exercise of rights of power of sale, the taking of a deed or
assignment in lieu of foreclosure, the appointment of a receiver
to collect rents, issues and profits, the exercise of remedies
against personal property, or the enforcement of any assignment
of leases, rentals, oil or gas production, or other properties or
rights, whether real or personal, tangible or intangible; and
Guarantor shall be liable to Agent and each Lender hereunder for
any deficiency resulting from the exercise by Agent or any Lender
of any such right or remedy even though any rights which
Guarantor may have against Borrower or others may be destroyed or
diminished by exercise of any such right or remedy.  No failure
on the part of Agent or any Lender to exercise, and no delay in
exercising, any right hereunder or under any other Obligation
Document shall operate as a waiver thereof; nor shall any single
or partial exercise of any right preclude any other or further
exercise thereof or the exercise of any other right.  The rights,
powers and remedies of Agent and each Lender provided herein and
in the other Obligation Documents are cumulative and are in
addition to, and not exclusive of, any other rights, powers or
remedies provided by law or in equity.  The rights of Agent and
each Lender hereunder are not conditional or contingent on any
attempt by Agent or any Lender to exercise any of its rights
under any other Obligation Document against any Obligor or any
other Person.

      Section 6.   Waiver of Subrogation.  Guarantor shall have no right
to be subrogated to Agent or to contribution or reimbursement
from Borrower on account of this Guaranty, and Guarantor hereby
waives such right of subrogation or contribution or reimbursement
and any other right to enforce any remedy which Guarantor may
have against Borrower and any right to participate in any
Security on account of any such rights.  If any amount shall be
paid to Guarantor on account of any purported subrogation rights
or other remedy or Security, such amount shall be held in trust
for the benefit of Agent and shall be segregated from the other
funds of Guarantor and shall forthwith be paid over to Agent to
be held by Agent as collateral for, or then or at any time
thereafter applied in whole or in part by Agent against, all or
any portion of the Obligations, whether matured or unmatured, in
such order as Agent shall elect.

     Section 7.     Successors and Assigns.  Guarantor's rights or
obligations hereunder may not be assigned or delegated, but this
Guaranty and such obligations shall pass to and be fully binding
upon the successors of Guarantor, as well as Guarantor.  This
Guaranty shall apply to and inure to the benefit of Agent and
Lenders and their successors or assigns.  Without limiting the
generality of the immediately preceding sentence, Agent and each
Lender may (except as otherwise provided in the Credit Agreement)
assign, grant a participation in, or otherwise transfer any
Obligation held by it or any portion thereof, and Agent and each
Lender may assign or otherwise transfer its rights or any portion
thereof under any Obligation Document, to any other Person, and
such other Person shall thereupon become vested with all of the
benefits in respect thereof granted to Agent or such Lender
hereunder unless otherwise expressly provided by Agent or such
Lender in connection with such assignment or transfer.

      Section 8.   Subordination; Offset.  Guarantor hereby subordinates
and makes inferior to the Obligations any and all indebtedness
now or at any time hereafter owed by Borrower to Guarantor, and
the provisions of that certain Intercompany Subordination
Agreement dated of even date herewith among Guarantor, Agent and
Borrower are expressly incorporated herein by reference.
Guarantor hereby grants to Lender a right of offset to secure the
payment of Guarantor's obligations and liabilities hereunder,
which right of offset shall be upon any and all monies,
securities and other property (and the proceeds therefrom) of
Guarantor now or hereafter held or received by or in transit to
Agent or any Lender from or for the account of Guarantor, whether
for safekeeping, custody, pledge, transmission, collection or
otherwise, and also upon any and all deposits (general or
special), credits and claims of Guarantor at any time existing
against Agent or any Lender.  Upon the occurrence of any Default
or Event of Default Agent and each Lender is hereby authorized at
any time and from time to time, without notice to Guarantor, to
offset, appropriate and apply any and all items hereinabove
referred to against Guarantor's obligations and liabilities
hereunder irrespective of whether or not Agent or such Lender
shall have made any demand under this Guaranty and although such
obligations and liabilities may be contingent or unmatured.
Agent and each Lender agrees promptly to notify Parent after any
such offset and application made by Agent or such Lender,
provided that the failure to give such notice shall not affect
the validity of such offset and application.  The rights of Agent
and each Lender under this Section are in addition to, and shall
not be limited by, any other rights and remedies (including other
rights of offset) which Agent and Lenders may have.

      Section 9.     Representations and Warranties.  Guarantor hereby
represents and warrants to Agent and each Lender as follows:

     (a)    The Recitals at the beginning of this Guaranty are true
and correct in all respects.

     (b)    Guarantor is a corporation duly organized, validly
existing and in good standing under the laws of the state of its
incorporation as set forth in the Recitals to this Guaranty; and
Guarantor has all requisite power and authority to execute,
deliver and perform this Guaranty.

     (c)    The execution, delivery and performance by Guarantor of
this Guaranty have been duly authorized by all necessary
corporate action and do not and will not contravene its
certificate or articles of incorporation or bylaws.

     (d)    The execution, delivery and performance by Guarantor of
this Guaranty do not and will not contravene any law or
governmental regulation or any contractual restriction binding on
or affecting Guarantor or any of its properties, and do not and
will not result in or require the creation of any lien, security
interest or other charge or encumbrance upon or with respect to
any of its properties.

     (e)    No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or other
regulatory body or third party is required for the due execution,
delivery and performance by Guarantor of this Guaranty.

     (f)    This Guaranty is a legal, valid and binding obligation of
Guarantor, enforceable against Guarantor in accordance with its
terms except as limited by bankruptcy, insolvency or similar laws
of general application relating to the enforcement of creditors'
rights.

     (g)    There is no action, suit or proceeding pending or, to the
knowledge of Guarantor, threatened against or otherwise affecting
Guarantor before any court, arbitrator or governmental
department, commission, board, bureau, agency or instrumentality
which may materially and adversely affect Guarantor's financial
condition or its ability to perform its obligations hereunder.

     (h)    The direct or indirect value of the consideration received
and to be received by Guarantor in connection herewith is
reasonably worth at least as much as the liability and
obligations of Guarantor hereunder, and the incurrence of such
liability and obligations in return for such consideration may
reasonably be expected to benefit Guarantor, directly or
indirectly.

     (i)    Guarantor is not "insolvent" on the date hereof (that is,
the sum of Guarantor's absolute and contingent liabilities,
including the Obligations, does not exceed the fair market value
of Guarantor's assets).  Guarantor's capital is adequate for the
businesses in which Guarantor is engaged and intends to be
engaged.  Guarantor has not incurred (whether hereby or
otherwise), nor does Guarantor intend to incur or believe that it
will incur, debts which will be beyond its ability to pay as such
debts mature.

     (j)    All balance sheets, earning statements, financial data and
other information concerning Guarantor which have been furnished
to Agent and each Lender to induce it to accept this Guaranty (or
otherwise furnished to Agent and each Lender in connection with
the transactions contemplated hereby or associated herewith)
fairly represent the financial condition of Guarantor as of the
dates and the results of Guarantor's operations for the periods
for which the same are furnished.

      Section 10.   No Oral Change.  No amendment of any provision of
this Guaranty, no waiver of any provision of this Guaranty, and
no consent to any departure by Guarantor therefrom, shall be
effective unless it is in writing and made in accordance with
Section 9.1(a) of the Credit Agreement, and then such waiver or
consent shall be effective only in the specific instance and for
the specific purpose for which given.

      Section 11.  Invalidity of Particular Provisions.  If any term or
provision of this Guaranty shall be determined to be illegal or
unenforceable all other terms and provisions hereof shall
nevertheless remain effective and shall be enforced to the
fullest extent permitted by applicable law.

      Section 12.    Headings and References.  The headings used herein
are for purposes of convenience only and shall not be used in
construing the provisions hereof.  The words "this Guaranty,"
"this instrument," "herein," "hereof," "hereby" and words of
similar import refer to this Guaranty as a whole and not to any
particular subdivision unless expressly so limited.  The phrases
"this section" and "this subsection" and similar phrases refer
only to the subdivisions hereof in which such phrases occur.  The
word "or" is not exclusive, and the word "including" (in its
various forms) means "including without limitation".  Pronouns in
masculine, feminine and neuter genders shall be construed to
include any other gender, and words in the singular form shall be
construed to include the plural and vice versa, unless the
context otherwise requires.

      Section 13.   Term.  This Guaranty shall be irrevocable until all
of the Obligations have been completely and finally paid and
performed or waived, no Lender has any obligation to make any
loans or other advances to Borrower, and all obligations and
undertakings of Borrower under, by reason of, or pursuant to the
Obligation Documents have been completely performed or waived,
and this Guaranty is thereafter subject to reinstatement as
provided in Section 3(d). All extensions of credit and financial
accommodations heretofore or hereafter made by Agent or Lenders
to Borrower shall be conclusively presumed to have been made in
acceptance hereof and in reliance hereon.

     Section 14.    Notices.  Any notice or communication required or
permitted hereunder shall be given in writing, sent by personal
delivery, by telecopy, by delivery service with proof of
delivery, or by registered or certified United States mail,
postage prepaid, addressed to the appropriate party at the
address set forth for such party on the signature page hereto, or
to such other address or to the attention of such other
individual as hereafter shall be designated in writing by the
applicable party sent in accordance herewith.  Any such notice or
communication shall be deemed to have been given (a) in the case
of personal delivery or delivery service, as of the date of first
attempted delivery at the address or in the manner provided
herein, (b) in the case of telecopy, upon receipt, or (c) in the
case of registered or certified United States mail, three days
after deposit in the mail.

      Section 15.    Limitation on Interest.  Agent, Lenders and Guarantor
intend to contract in strict compliance with applicable usury law
from time to time in effect, and this Guaranty is subject to the
provisions of Section 9.6 of the Credit Agreement.


      Section 16.   Loan Document.  This Guaranty is a Loan Document, as
defined in the Credit Agreement, and is subject to the provisions
of the Credit Agreement governing Loan Documents.

      Section 17.   Counterparts.  This Guaranty may be executed in any
number of counterparts, each of which when so executed shall be
deemed to constitute one and the same Guaranty.

      SECTION 18.   GOVERNING LAW.  THIS GUARANTY IS TO BE PERFORMED IN
THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF SUCH STATE WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW.

     IN WITNESS WHEREOF, Guarantor has executed and delivered
this Guaranty as of the date first written above.


Address:                                XCL-CHINA LTD.

110 Rue Jean Lafitte
Lafayette, LA  70508
                                        By:_______________________________
                                        Name:_____________________________
                                        Title:____________________________


Address of Agent:

135 East 57th Street
New York, New York 10022-2101
Attn:  Trond O. Rokholt