PROPOSAL FOR
                       FINANCIAL PUBLIC RELATIONS SERVICES

     This Proposal  (Proposal) is made this 14th day of September,  2000, by and
between Power  Exploration,  Inc.,  5416  Birchman  Ave,  Fort Worth,  TX 76106,
hereinafter referred to as ("PWRX") or "Clienf",  and Interwest  Associates,  10
Ima Loa Court, Suite 1000, Newport Beach, CA 92663:  hereinafter  referred to as
"ITWX".

     HEREAFTER,  the Client and ITWA are referred to  collectively  as "Parties"
and singularly as "Party".

                                    RECITALS

     A.   Power  Exploration,  along with its wholly  owned  subsidiaries,  is a
          developmental   global  resource   company  engaged  in  oil  and  gas
          exploration.  In  addition  to  exploration  and  development  of  new
          properties,  the Company  redevelops  currently  producing oil and gas
          fields.

     B.   The Client seeks  assistance in communicating  with the  broker-dealer
          and investment community, and desires to increase the awareness of its
          client's   common  stock   prospects   among  high  producing   retail
          stockbrokers,   market  makers,   small/micro-cap  fund  managers  and
          securities analysts.

     C.   ITWA specializes in providing public and investor  relations  services
          to assist companies in establishing and maintaining good relationships
          with brokerage firms. and in communicating effectively with investors,
          shareholders,  market  makers,  securities and analysts and others in
          the investment conununity.

     D.   The Client  desires to engage  ITWA to provide  service in  connection
          with the financial public relations needs of PWRX

     THEREFORE,   the  Client  hereby  engages  the  services  of  ITWA  and  in
consideration of the mutual pledge herein contained, the parties hereby agree as
follows:

                                     I. Term

     This  Agreement  shall  commence on the date first above  written and shall
continue until a date ninety (90) days after the date of this  Agreement  unless
extended by mutual written agreement of the parties to this Agreement.  ITWA has
the right to terminate this Agreement if Client violates or

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  proposes to violate any  applicable  federal or state law, rule or regulation.
  ITWA may also  terminate  this  Agreement in the event that the client  should
  fail to compensate any or part of the  compensation  set forth in Section V of
  this Agreement within fifteen (15) days from the date the payment is due.

                                  II. Services

ITWA  shall  provide  consulting   services  to  PWRX  in  connection  with  the
establishment  of good  relations by PWRX with the investment  community,  which
include the following services:

     a)   Develop, implement and maintain an ongoing stock market support system
          with the general objective of expanding  stockbroker  awareness of the
          PWRX Corporation's activities,  and hence to generate interest in PWRX
          stock.

     b)   Develop, implement and maintain a system to keep existing stockholders
          informed  with  regards  to PWRX  activities  and  potential,  build a
          national network of stockbrokers who are informed about and interested
          in PWRX and develop  leads for select  brokers to assist them in their
          marketing of PWRX stock

     c)   Seek to obtain institutional/retail buyers for PWRX stock.

     d)   Seek to obtain  analyst  coverage and reports with respect to PWRX and
          its business, including follow-up coverage when applicable.

     Services provided by the Consultant are hereby  acknowledged by the parties
to this Agreement to be limited to those  specified  herein and are not intended
to include any securities brokerage services.

                        III. Use of Agents or Assistants

     To the extent reasonably necessary to enable ITWA to perform its duties set
forth in Section 2 hereunder, ITWA shall be authorized to engage the services of
any agent which it deems proper,  and it may further employ,  engage,  or retain
the services of such other  persons or  corporations  to aid or assist it in the
proper performance of its duties.

                                IV. No Guarantee

     Nothing  in this  Agreement  or in the  ITWA  statements  to  ITWA  will be
construed  as a  guarantee  regarding  the  outcome of PWRX  matters,  including
salability  of the  securities  to be  offered.  ITWA makes no such  promises or
guarantees. ITWA comments regarding the outcome of

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PWRX matter,  if any, are  expressions  of opinion only and are not intended for
sale or solicitation of securities and/or properties. All opinions and estimates
included within any ITWA literature are for information purposes only and is not
intended as an offer or  solicitation  with the respect to the purchase or sales
of any security.  The opinions  expressed by ITWA are subject to change  without
notice.  ITWA must comply with SEC guidelines with respect to being  compensated
for any financial marketing of PWRX's stock.

                   V. Compensation and Expense Reimbursements

     In  consideration  for its services  pursuant to this  Agreement ITWA shall
receive the following compensation expense reimbursements.

     I.   COMMON STOCK

          The Client will  deposit  into ITWA's  account  300,000  shares of its
          restricted  Common  shares  within 5 days of this  agreement.  If this
          Agreement  is  terminated  by the  client for any  reason,  the entire
          number  of  Client's  common  stock  received  by  ITWA  prior  to the
          termination  will be  deemed  to have  been  earned  by  ITWA,  and no
          reduction or refund shall take place.

          If the Client is a party to a  consolidation,  merger or  transfer  of
          assets which reclassifies or changes its outstanding Common Stock, the
          successor  corporation  (or  corporation   controlling  the  successor
          corporation or the company,  as the case may be) shall by operation of
          law assume the Client's obligations under this Agreement.

     II.  MISCELLANEOUS EXPENSES

          The Client will bear all of the costs relating to the  preparation and
          presentation  of  materials  to its  shareholders  and the  investment
          community, which are not specified under Section II of this Agreement.
          Client  agrees to  reimburse  ITWA on a  monthly  basis for all of the
          expenses  incurred by ITWA that fall  outside the scope of services as
          identified  under  Section  II,  including  but not limited to travel,
          lodging,  lead  generation,  advertising,  design and print costs, and
          related expenses. All miscellaneous expenses for reimbursement must be
          pre-approved by PWRX.

                              VI. Devotion of Time


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     ITWA shall devote a substantial  amount of its time to the  performance  of
its  duties  under  this  Agreement   which  is  necessary  for  a  satisfactory
performance.  Should the Client require additional  services not included in the
Agreement,  ITWA shall make a reasonable effort to fit such additional  services
into its time schedule without  decreasing the  effectiveness of its performance
or its duties hereunder.

                              VII. Entire Agreement

     This Agreement  supercedes any and all other agreements,  either oral or in
writing  between the parties  hereto with respect to the subject  matter hereof,
and no other  agreement  statement or promise  relating to the subject matter of
this Agreement which is not contained herein shall be valid or binding.


                                VIII. Assignment

     Neither this  Agreement  nor any duties shall be assignable by ITWA without
the prior written  consent of the Client,  although ITWA may delegate  duties as
contemplated  in  Paragraph 3 herein.  In the vent of an  assignment  by ITWA to
which the Client has consented,  the assignee or his legal  representative shall
agree in writing with the Client to personally assume,  perform, and be bound by
the covenants, and agreements contained herein.

                         IX. Successors and Assignment

     Subject to the provision  regarding  assignment,  this  Agreement  shall be
binding on the heirs, executors, administrators,  successors, and assigns of the
respective parties.

                               X. Attorney's Fees

     If any action at law or in equity is brought  to enforce or  interpret  the
provisions of this Agreement,  or to collect any amounts payable pursuant to the
Agreement  the  prevailing  party  shall be entitled  to full  reimbursement  of
reasonable attorney's fees and costs in addition to any other relief to which it
may be entitled.

                                XI. Governing Law

     The validity of this Agreement and of any of its ten-ns or  provisions,  as
well as the rights and duties of the parties  hereunder shall be governed by the
law of the State of California.

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                                XII Arbitration

     It is understood  that the following  agreement to arbitrate  constitutes a
waiver of the right to seek remedies in court including the right to jury trial.
The parties  agree that all  controversies  which may arise  between the parties
convening any  transaction or the  construction,  performance or breach of Us or
any  agreement  between  the  parties,  whether  entered  into  prior to, ot4 or
subsequent tot he date hereof,  shall be determined by arbitration in accordance
with the  rules  then in  effect of the Code of  Arbitration  of the  Commercial
Arbitration  Rules.  All awards  hereunder shall be final and judgement upon the
award   rendered  may  be  entered  in  any  court  state  or  federal,   having
jurisdiction.

                              XIII. Indemnification

         The  Client  agrees  to  indemnify  and  hold  ITWA  and its  partners,
officeis, directors,  employees, agents and affiliates (collectively referred to
herein as "ITWX')  harmless  from and against any and all loss,  claim,  damage,
liability and expense (including,  without liniitation,  costs of investigation,
legal and other fees and expenses  incurred in connection  with, and any amounts
paid in settlement of, any action, suit or proceeding or any claim asserted), to
which the  Consultant  may become  subject  under the  United  States or foreign
securities laws or any applicable  statute or regulation  ofjurisdiction,  or at
common law (whether tor@ contract or any other basis), or otherwise,  insofar as
such loss,  claim,  damage,  liability expense arises from, or is based upon, in
whole or in part: (i) a material breach of this Agreement by the Client, or (ii)
an untrue  statement of a material fact or omission to state a material fact, or
allegation  of an untrue  statement  of a material  fact or  omission to state a
material  fac@ by the Client in any  documents  or  information  provided to the
investment community or to individual investors, which was necessary in order to
make the statements  made, in light of the  circumstances  under which they were
made, not misleading, to the extent such breach, untrue statement or omission is
the cause of the loss, claim, damage, liability or expense.

                             XIV. Non-circumvention

     ITWA will from time to time  introduce  potential  funding  sources  and/or
sales  agents  (collectively  the  "Contact"  or "Source") to the Client for the
purpose of  fulfilling  obligation  to the Client.  The Client  covenants not to
circumvent   ITWA,   either   directly  or  indirectly,   with  respect  to  any
Contact/Source introduced to the Client by ITWA.

                              XV. Confidentiality

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     The parties agree to maintain as  confidential,  and not to disclose to any
third party without the prior consent of the other party,  any  information of a
proprietary  nature  which one party  learns from the other party as part of the
necessary  process of  performing  their  services  and  obligations  under this
Agreement,  other than information (a) which was already public knowledge at the
time it was  learned by the party,  or which  subsequently  came into the public
domain  through no fault of the  receiving  parties;  (b) which is  necessary or
appropriate  to disclose in order to comply with this  Agreement;  (c) which was
lawfully  received  by  the  receiving  party  from a  third  party  free  of an
obligation  of  confidence  to such third  party;  (d) which was  already in the
possession  of the  receiving  party prior to the receipt  thereof,  directly or
indirectly,  from the disclosing party; (e) which is required to be disclosed in
ajudicial or  administrative  proceeding after all reasonable legal remedies for
maintaining  such information in confidence have been exhausted  including,  but
not  limited  to,  giving the  disclosing  party as much  advance  notice of the
possibility of such disclosure as practical so the disclosing  party may attempt
to  obtain a  protective  order  concerning  such  disclosure;  or (f)  which is
subsequently and independently developed by employees, consultants, or agents of
the receiving party without reference to the confidential  information disclosed
under this Agreement.

                              XVI. Equitable Relief

     The parties agree that money  damages  would not be a suticient  remedy for
breach of the  Non-circumvention,  confidentiality and other obligations of this
Agreement.  Accordingly, in addition to all other remedies that either party may
have,  each party shall be entitled to specific  performance  and  injunctive or
other  equitable  relief as a remedy  for any  breach of the  non-circumvention,
confidentiality  and other  obligations of the other party under this Agreement.
The defaulting  party agrees to waive any  requirement  for a bond in connection
with any such injunctive or other equitable relief

                                  XVII Notices

     Any notices given pursuant to this Agreement  shall be in writing and shall
be  deemed  received  by  the  party  to be  notified  upon  personal  delivery,
facsimile,  air courier,  registered mail, return receipt requested, or 72 hours
after  mailing by the  notifying  party by first  class mail to the  address set
forth below the party's signature in this Agreement,  or to such other different
address as the party shall notify the other party in writing in accordance  with
the terms of this Agreement.

                          XVII. Independent Contractors

         ITWA is an independent  contractor with respect to he Client under this
Agreement. No partnership,  joint venture,  employment or fiduciary relationship
is  intended  between  the  parties  to this  Agreement.  ITWA  shall  have sole

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discretion in determining the methods and means of performing its services under
this Agreement,  and in supplying the tools and instruments  used by it pursuant
to this Agreement.

Executed at Newport Beach, California on the day and year first above written.

ITWA: INTERWEST ASSOCIATES CLIENT: Power Exploration, Inc.

John McConkie, Partner             ATTN: Joe Bennet
10 Ima Loa Court                   5416 Birchman Ave
Newport Beach, CA                  Fort Worth, TX 76106
Phone (949)645-8325                Phone: (817)377-4464
Fax (949)645-8559                  Fax: (817)684-9727


 Signed:                           Signed: /s/ Joe Bill Bennett

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