Common use of FORM OF ELECTION TO EXCHANGE Clause in Contracts

FORM OF ELECTION TO EXCHANGE. (To be executed by the registered Holder if such Holder desires to exercise the election to exchange) The undersigned registered Holder hereby irrevocably elects to exercise the right to exchange this Warrant Certificate for shares of Common Stock of XCL Ltd., par value $.01 per share, having a market value on the date hereof of $100,000 (the "Exchange Shares") or at the option of the Company, all or a portion of such $100,000 in cash, all in accordance with the terms hereof. The undersigned requests that a certificate for such Exchange Shares (unless all of such $100,000 is to be paid in cash) be registered in the name of and delivered to: _______________________________________ _______________________________________ _______________________________________ (Please Print Name and Address) DATED:_________________________________________________ Name of Warrant Holder:____________________________________________ (Please Print) Address:_______________________________________________ _______________________________________________________ Signature:_____________________________________________ Note: The above signature must correspond in all respects with the name of the Holder as specified on the face of this Warrant Certificate, without alteration or enlargement or any change whatsoever, unless the Warrants represented by this Warrant Certificate have been assigned.

FORM OF ELECTION TO EXCHANGE. (To be executed by the registered Holder if such Holder holder desires to exercise the election Rights Certificate pursuant to exchangeSections 9, 10 or 11 of the Rights Agreement) TO CENDANT CORPORATION: The undersigned registered Holder hereby irrevocably elects to exercise the right Rights represented by this Rights Certificate to exchange this Warrant Certificate FELINE PRIDES for shares of Common Stock of XCL Ltd., par value $.01 per share, having a market value on New FELINE PRIDES issuable upon the date hereof of $100,000 (the "Exchange Shares") or at the option exercise of the Company, all or a portion of such $100,000 in cash, all in accordance with the terms hereof. The undersigned Rights and requests that a certificate certificates for such Exchange Shares (unless all of such $100,000 is to New FELINE PRIDES be paid in cash) be registered issued in the name of and delivered to: _______________________________________ _______________________________________ _______________________________________ (Please Print Name and Address) DATED:_________________________________________________ Name of Warrant Holder:____________________________________________ (Please Print) Address:_______________________________________________ _______________________________________________________ Signature:(Please insert social security or other identifying number) ______________________________________________________________________ Note: (Please print name and address) ______________________________________________________________________ The above signature must correspond Rights Certificate indicating the balance, if any, of such Rights which may still be exercised pursuant to Sections 9, 10 or 11 of the Rights Agreement shall be returned to the undersigned unless such person requests that the Rights Certificate be registered in all respects with the name of and delivered to: ______________________________________________________________________ Please insert social security or other identifying number (complete only if Rights Certificate is to be registered in a name other than the Holder as specified on undersigned) ______________________________________________________________________ (Please print name and address) ______________________________________________________________________ Date: _________________ __________________ Signature Signature Guaranteed: Signatures must be guaranteed, if required under Sections 9, 10 or 11 of the face Rights Agreement, by an eligible guarantor institution (a bank, stock broker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of this Warrant Certificate, without alteration or enlargement or any change whatsoever, unless the Warrants represented by this Warrant Certificate have been assignedSecurities Exchange Act of 1934.

FORM OF ELECTION TO EXCHANGE. (To be executed by the registered Holder if such Holder desires to exercise the election to exchange) The undersigned registered Holder hereby irrevocably elects to exercise the right to exchange this Warrant Certificate for shares of Common Stock of XCL Ltd., par value $.01 per share, having a market value on the date hereof of $100,000 32,000 (the "Exchange Shares") or at the option of the Company, all or a portion of such $100,000 32,000 in cash, all in accordance with the terms hereof. The undersigned requests that a certificate for such Exchange Shares (unless all of such $100,000 32,000 is to be paid in cash) be registered in the name of and delivered to: _______________________________________ _______________________________________ _______________________________________ (Please Print Name and Address) DATED:_________________________________________________ Name of Warrant Holder:____________________________________________ (Please Print) Address:_______________________________________________ _______________________________________________________ Signature:_____________________________________________ Note: The above signature must correspond in all respects with the name of the Holder as specified on the face of this Warrant Certificate, without alteration or enlargement or any change whatsoever, unless the Warrants represented by this Warrant Certificate have been assigned.

FORM OF ELECTION TO EXCHANGE. (To be executed by the registered Holder if such Holder desires to exercise the election to exchange) The undersigned registered Holder hereby irrevocably elects to exercise the right to exchange this Warrant Certificate for shares of Common Stock of XCL Ltd., par value $.01 per share, having a market value on the date hereof of $100,000 168,000 (the "Exchange Shares") or at the option of the Company, all or a portion of such $100,000 168,000 in cash, all in accordance with the terms hereof. The undersigned requests that a certificate for such Exchange Shares (unless all of such $100,000 168,000 is to be paid in cash) be registered in the name of and delivered to: _______________________________________ _______________________________________ _______________________________________ (Please Print Name and Address) DATED:_________________________________________________ Name of Warrant Holder:____________________________________________ (Please Print) Address:_______________________________________________ _______________________________________________________ Signature:_____________________________________________ Note: The above signature must correspond in all respects with the name of the Holder as specified on the face of this Warrant Certificate, without alteration or enlargement or any change whatsoever, unless the Warrants represented by this Warrant Certificate have been assigned.

FORM OF ELECTION TO EXCHANGE. (To be executed by the registered Holder if such Holder holder desires to exercise Rights represented by the election to exchangeRights Certificate.) To: MERIDIAN POINT REALTY TRUST VIII COMPANY The undersigned registered Holder hereby irrevocably elects to exercise the right to exchange this Warrant Certificate for shares of Common Stock of XCL Ltd., par value $.01 per share, having a market value on the date hereof of $100,000 (the "Exchange Shares") or at the option of the Company, all or a portion of such $100,000 in cash, all in accordance with the terms hereof. The undersigned requests that a certificate for such Exchange Shares (unless all of such $100,000 is to be paid in cash) be registered in the name of and delivered to: _______________________________________ ________________________________Rights represented by this Rights Certificate to receive the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other Person which may be issuable upon the exercise of the Rights) in exchange for the shares of Common Stock equal in number to the number of Rights being exercised pursuant hereto and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number: _______ _______________________________________ (Please Print Name and Address) DATED:_________________________________________________ Name of Warrant Holder:____________________________________________ (Please Print) Address:_______________________________________________ __________________________________________________________________________ Signature:(Please print name and address) __________________________________________________________________________ Note: The above signature must correspond If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in all respects with the name of and delivered to: Please insert social security or other identifying number: _______ ____ _______ __________________________________________________________________________ (Please print name and address) __________________________________________________________________________ Dated: _____________, ____ ______________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the Holder as specified on the face of this Warrant Certificate, without alteration or enlargement or any change whatsoever, unless the Warrants represented by this Warrant Certificate have been assigned.appropriate boxes that: