FIRST AMENDMENT TO SECURITY AGREEMENT THIS FIRST AMENDMENT TO SECURITY AGREEMENT ("First Amendment") dated as of May 21, 1999, is made between XCL Land, Ltd. ("Borrower") and T. Jerald Hanchey ("Lender"), who agree as follows:

                    FIRST AMENDMENT TO SECURITY AGREEMENT


THIS FIRST AMENDMENT TO SECURITY AGREEMENT ("First Amendment") dated as of
May 21, 1999, is made between XCL Land, Ltd. ("Borrower") and T. Xxxxxx Xxxxxxx
("Lender"), who agree as follows:

                                  Recitals

     WHEREAS, the Borrower and the Lender entered into that certain Security
Agreement dated April 13, 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, pursuant to Section 11 of the Security Agreement, the Lender
agreed that in the event additional Units were sold or additional New Funds
were provided to Borrower by persons other than Lender and secured by
partnership interests in the Partnership, Lender would immediately upon
demand by Borrower (one or more times, as appropriate) execute further
amendments to the Security Agreement releasing a percentage of the Borrower's
Partnership Interest sufficient to allocate the security interests in the
partnership among the Unit holders or other providers of New Funds on a
proportionate basis (provided that no reduction in such security interest
need be made with respect to amounts of New Funds in excess of an aggregate of
$6,200,000 principal outstanding); and

     WHEREAS, an additional $200,000 in New Funds has been provided to Borrower
thereby making the aggregate principal amount of New Funds outstanding equal
to $2,700,000 with Lender having contributed $200,000 of such funds; and

     WHEREAS, Borrower has requested that Lender execute this First Amendment to
release a portion of its security interest and amend the Security Agreement
to reflect the Lender's revised security interest.

     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. Partial Release of Collateral.  Lender hereby releases the
following collateral:

     (1) .6% of Grantor's now owned or hereafter acquired Partnership Interest
         in the Partnership;

     (2) .6% of any and all monies and other distributions (cash or property),
         allocations or payments made or to be made to Grantor pursuant to the
         Partnership Agreement or attributable to the Partnership Interest;

     (3) all General Intangibles related in any way to the collateral described
         in clauses 1 or 2 above;

      (4) all Proceeds and products of all or any of the collateral described in
          clauses 1-3 above.

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

      (a)     The reference to "8.0%" in Section 2(A)(1) and 2(A)(2) is hereby
deleted and the phrase "7.4%" is substituted in its place.

      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, the Borrower and the Lender have caused this First
Amendment to be duly executed as of the date first above written.

WITNESSES:                    BORROWER:

XCL LAND, LTD.


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


_________________________
Name:____________________
   (Please Print)

                              LENDER:


_________________________     ________________________________
Name:____________________     T. Xxxxxx Xxxxxxx
   (Please Print)


_________________________
Name:____________________
   (Please Print)