EXHIBIT 4.1

                            AGREEMENT
     
     This Agreement is entered into this 19th day of January,
1999 among Edward B. Brooks, Jr., a resident of Dallas, Texas;
Charles V. W. Brooks, a resident of The Woodlands, Texas; Carol
Brady, a resident of Dallas, Texas; Rebecca Feldt, a resident of
Dallas, Texas; Deborah Brooks Garrett a resident of Dallas,
Texas; (collectively, the "Sellers") and H. Wayne Gifford, a
resident of Dallas, Texas; Charles B. Humphrey, a resident of
Dallas, Texas; Johnathan M. Hill, a resident of Dallas, Texas;
Clay Moore, a resident of Dallas, Texas; Fred Oliver, a resident
of Dallas, Texas; David Tyrrell, a resident of Dallas, Texas;
Sheila Irons, individually and as Trustee of the Humphrey
Children's Trust, a resident of Carrollton, Texas; and Katherine
R. Murphy, a resident of Rowlett, Texas (collectively, the
"Purchasers").

                            RECITALS
                                
     WHEREAS, Purchasers are today purchasing from Sellers the
outstanding capital stock of Gladstone Resources, Inc. (the
"Company") owned by Sellers pursuant to that certain Stock
Purchase Agreement (the "Stock Purchase Agreement") among Sellers
and Purchasers;

     WHEREAS, it is a condition precedent to Purchasers entering
into and consummating the stock purchase under the Stock Purchase
Agreement that Sellers enter into this Agreement;

     NOW, THEREFORE, for and in consideration of the premises and
the mutual undertakings and agreements contained in this
Agreement, the sufficiency of which are hereby acknowledged, the
parties agree as follows:

     1.   CONSENT.  The Company has entered into that certain Purchase
and Sale Agreement (the "Sale Agreement") with EXCO Resources,
Inc. ("EXCO") pursuant to which the Company will sell (the
"Sale") to EXCO certain of its oil and gas properties that
generate approximately 80-85% of the Company's revenue.  Each
Seller is familiar with the Sale Agreement and its impact on the
Company and hereby approves and consents to the Sale under the
Sale Agreement.  Each Seller acknowledges that Purchasers are
entering into the Stock Purchase Agreement in part in reliance
upon this consent of the Sellers and the other agreements of
Sellers contained herein.

     2.   INDEMNIFICATION.  Each Seller hereby agrees, jointly and
severally, to indemnify and hold harmless each Purchaser and his,
her or its respective heirs, executors, administrators,
successors and assigns, from and against any and all claims,
demands, actions, causes of action, losses, costs, damages,
liabilities and expenses, including, without limitation,
reasonable legal fees, in any manner arising out of or as a
result of the Sale.

     3.   BOARD OF DIRECTORS.  Each Seller agrees to take or cause to
be taken, all such action as shall be necessary to cause
Johnathan M. Hill, Charles B. Humphrey, H. Wayne Gifford, Fred
Oliver and Katherine R. Murphy to be appointed to and constitute
all the members of the Board of Directors of the Company.

<PAGE>

     4.   ENTIRE AGREEMENT.  This document sets forth the entire
Agreement and understanding between the parties hereto related to
the subject matter described herein and together with the Stock
Purchase Agreement and other agreements referenced therein and
executed in connection therewith merges and supersedes all prior
and contemporaneous discussions and documents relating to such
subject matter.

     5.   FURTHER DOCUMENTS.  Following the execution hereof, to the
extent deemed reasonably necessary, the parties shall execute and
deliver all additional documents or instruments as shall be
necessary or appropriate to carry out the intent of this
Agreement.

     6.   BINDING EFFECT.  This Agreement shall be binding upon and
inure to the benefit of the parties and their respective heirs,
executors, administrators, successors and assigns.

     7.   HEADINGS.  Descriptive headings contained in this Agreement
are for convenience only and shall not control or effect the
meaning or construction of any provision hereof.

     8.   COUNTERPARTS.  This Agreement may be executed in any number
of counterparts, each of which shall constitute together but one
in the same instrument.
     
     9.   GOVERNING LAW; VENUE.  The validity, construction and
enforcement of this Agreement shall be governed in all respects
by the laws of the State of Texas without reference to applicable
conflict of law provisions.  Venue to any action brought with
respect to this Agreement shall be solely in Dallas County,
Texas.

                     [Signature page follows]
                                




SELLERS:                         PURCHASERS:
                                 
_________________________        _______________________________
Edward B. Brooks, Jr.            H. Wayne Gifford
                                 
_________________________        _______________________________
Charles V. W. Brooks             Charles B. Humphrey
                                 
_________________________        _______________________________
Carol Brady                      Johnathan M. Hill
                                 
_________________________        _______________________________
Rebecca Feldt                    Clay Moore
                                 
_________________________        _______________________________
Deborah Brooks Garrett           Fred Oliver
                                 
                                 _______________________________
                                 David Tyrell
                                 
                                 _______________________________
                                 Sheila Irons
                                 
                                 _______________________________
                                 Humphrey Children's Trust
                                 
                                 _______________________________
                                 Katherine Murphy

                              
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