FIRST AMENDMENT TO AND ASSUMPTION OF SECURITY AGREEMENT


          THIS  FIRST  AMENDMENT  TO AND ASSUMPTION  OF  SECURITY
AGREEMENT ("Second Amendment") dated as of September 30, 1999, is
made   between   XCL-Texas,  Inc.  ("XCL-Texas")   and   Northern
Securities Limited ("Lender"), who agree as follows:

                            Recitals

          WHEREAS,  XCL  Land, Ltd. ("XCL Land") and  the  Lender
entered  into that certain Security Agreement dated May 17,  1999
(the  "Security  Agreement") in order  to  secure  the  full  and
punctual  payment  and performance of the indebtedness  described
therein (capitalized terms used but not defined herein shall have
the meaning given to them in the Security Agreement); and

          WHEREAS,  XCL  Land  assigned a 1% general  partnership
interest in the Partnership to XCL-Texas and withdrew as  general
partner of the Partnership; and

          WHEREAS, XCL Land's remaining partnership interest  was
converted to a limited partnership interest and, thereafter,  XCL
Land  merged with and into The Exploration Company of  Louisiana,
Inc. (ATECLI@); and

          WHEREAS, as a result of the merger, TECLI succeeded  by
operation  of  law  to all of the assets and liabilities  of  XCL
Land, including but not limited to the Note; and

          WHEREAS, as a further result of the merger, TECLI  owns
a  99%  limited partnership interest in the Partnership  and  has
acknowledged  and  agreed  that  Lender's  security  interest  in
TECLI's   partnership   interest   covers   Lender's   applicable
percentage  of  TECLI's entire 99% limited partnership  interest;
and

          WHEREAS,   XCL-Texas  wishes  to  acknowledge  Lender's
security interest in Lender's applicable percentage of XCL-Texas'
1%  general  partnership interest and assume  all  of  XCL-Land's
obligations under the Security Agreement.

          NOW,  THEREFORE,  in  consideration  of  the  foregoing
premises  and other good and valuable consideration, the  receipt
and  sufficiency  of  which is hereby acknowledged,  the  parties
hereto agree as follows:

          Section  1.   Substitution  of  Parties.   Lender   and
XCL-Texas  hereby agree that the Security Agreement,  as  amended
hereby, is now between Lender and XCL-Texas and XCL-Texas  hereby
assumes   all  of  XCL  Land's  obligations  under  the  Security
Agreement.

          Section  2.  Amendments  to  Security  Agreement.   The
Security Agreement is hereby amended as follows:

          (a)      The reference to "XCL Land, Ltd. ("Borrower")"
in the first sentence of the Security Agreement is hereby changed
to "XCL-Texas, Inc. ("XCL-Texas")."

          (b)       The   references  to  "The  Borrower,"   "the
Borrower"  and  "Borrower"  in  Recital  paragraph  A,   in   the
definition  of  "New  Funds,"  in the  definition  of  "Permitted
Liens,"  in  the definition of "Subscription Agreement,"  in  the
first  two places those terms appear in Section 2(A), and in  the
first two places those terms appear in the sentence in Section 11
that  begins "Lender further agrees and acknowledges" are  hereby
changed to "The Exploration Company of Louisiana, Inc."

          (c)       The   references  to  "The  Borrower,"   "the
Borrower"  and  "Borrower" in all other places  in  the  Security
Agreement are hereby changed to "XCL-Texas."

          (d)      The  federal  taxpayer  identification  number
listed  in Section 7 of the Security Agreement is hereby  changed
to 74-2027391.

          (e)      The address in Section 8 is hereby amended  to
read  3639  Ambassador  Caffery Parkway,  Suite  400,  Lafayette,
Louisiana 70503.

          Section  3.  Effect of Amendment.  Except as  expressly
amended  hereby and except as to the collateral released pursuant
hereto,  the  Security Agreement shall remain in full  force  and
effect.

          Section 4.  Titles of Sections.  All titles or headings
to  sections of this First Amendment are only for the convenience
of  the parties and shall not be construed to have any effect  or
meaning with respect to the other content of such sections,  such
other  content being controlling as to the agreement between  the
parties hereto.

          Section 5.  Governing Law.  This First Amendment  is  a
contract 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.

          Section 6.  Counterparts.  This First Amendment may  be
executed  in  two  or  more counterparts, and  it  shall  not  be
necessary  that the signatures of all parties hereto be contained
on  any  one counterpart hereof, each counterpart shall be deemed
an   original,  but  all  of  which  when  taken  together  shall
constitute one and the same instrument.

          IN  WITNESS  WHEREOF,  XCL-Texas and  the  Lender  have
caused  this First Amendment to be duly executed as of  the  date
first above written.

WITNESSES:                    XCL-TEXAS, INC.


_________________________     By:________________________________
Name:____________________        Name:___________________________
        (Please Print)          Title:__________________________


_________________________
Name:____________________
        (Please Print)
                              LENDER:

                              NORTHERN SECURITIES LIMITED



_________________________     By:________________________________
Name:____________________        Name:___________________________
        (Please Print)          Title:__________________________


_________________________
Name:____________________
        (Please Print)