FEE AGREEMENT FOR LEGAL SERVICES

     This FEE AGREEMENT FOR LEGAL  SERVICES (the  "Agreement")  is between Power
Exploration  Inc.  ("Client" or the  "Company")  whose  address is 5416 Birchman
Ave., Fort Worth,  Texas 76107 and Richard Surber  ("Attorney") whose address is
268 South 400 West,  Suite 300, Salt Lake City, Utah 84101 (Admitted to Practice
in California Only).

     Attorney has  provided  general  business  (non-legal  services)  and legal
services over the last four (4) months.

     To protect both of the parties and to comply with professional obligations,
we have already  discussed with each other and resolved any potential  conflicts
of interest with present or former  clients.  The services  which  Attorney will
provide shall be in accordance with the following terms and conditions:

1. Professional Fees

     Fees  will be based  upon the  reasonable  value  ofattomey's  services  as
     determined in accordance  with the American Bar  Association  Model Code of
     Professional  Responsibility  and  the  California  Rules  of  Professional
     Conduct. Fees will be based on the rates charged by Attorney.

     Attorney's rate is Three Hundred Dollars ($300) per hour. It is anticipated
     that Client and  Attorney  will agree on a fixed fee for  special  projects
     from time to time. The fixed fee  arrangements for special projects will be
     agreed to in writing from time to time.

     Client understands  Attorney's billing rate may be reasonably adjusted from
     time to time, but not more  frequently  than  annually.  Notice of any such
     adjustments  will  be  given  within  a  reasonable  time.  Client  further
     understands  that  during the course of  Attorney's  engagement,  it may be
     necessary  or  advisable  to  delegate  various  portions of this matter to
     others.

2. Costs and Expenses

     Client  understands  that  in  the  course  of  representation,  it  may be
     necessary  for Attorney to incur  certain  costs or  expenses.  Client will
     reimburse  Attorney  for certain  costs or expenses  actually  incurred and
     reasonably  necessary for  completing the assigned  matter,  as long as the
     charges for costs and expenses are  competitive  with other  sources of the
     same  products  or  services.  More  particularly,  Client  will  reimburse
     Attorney in accordance with the following guidelines:

     A.   Computer-Related   Expenses.   Client  will  reimburse   Attorney  for
          computerized research and research services. However, any charges over
          $500 per month will require approval.  Client also encourages Attorney
          to utilize  computer  services  which  will  enable  Attorney  to more
          efficiently manage the projects.

     B.   Travel. Client will reimburse Attorney for expenses in connection with
          out of town travel.  However,  Client will only  reimburse for economy
          class travel and, where necessary, for the reasonable cost of a rental
          car. All related travel  expenses,  i.e.,  lodging and meals,  must be
          reasonable under the circumstances.

     C.   Filing Fees & Court Costs. Client will reimburse Attorney for expenses
          incurred in connection  with filing fees and court costs,  if any, but
          will not be responsible for sanctions or penalties  imposed due to the
          conduct of Attorney.



                                     32


<PAGE>



3. Billing

     All  bills  will  include  a summary  statement  of the  kinds of  services
     rendered  during the relevant  period.  Client  expects that  Attorney will
     maintain  back-up  documentation  for all  expenses.  Client  expects to be
     billed  monthly or at the  conclusion  of each  project  and expects to pay
     Attorney's invoices as described below.

4. Payment

     Client  agrees to satisfy  Attorneys'  fees for the last four (4) months by
     way of the issuance by Client,  Thirty Thousand (30,000) shares of Client's
     common stock (the "Fee  Shares").  Client has been advised and  understands
     that  Attorney is not being paid on an hourly  basis for the past  services
     rendered.  Client further agrees and acknowledges  that Fee Shares are fair
     consideration  for the  services  Attorney  has  rendered  in  light of the
     Client's  financial  condition  and the risks  associated  with  Attorney's
     ability to  liquidate  the Fee Shares.  Client has further been advised and
     has in fact consulted  with another  attorney in regards to the fairness of
     the Fee Shares being paid to Attorney for the services rendered and has had
     this entire fee agreement reviewed by that attorney.

     It is mutually understood and agreed that any fees for services that are in
     connection with a capital raising  transaction or the promotion of Client's
     stock shall be paid in cash.

     In the event,  Client uses Attorney's services in the future Client may pay
     Attorney at the above stated hourly rate in cash or freely  tradeable stock
     or at an agreed upon rate for special projects.

5. Registration of Client Shares

     No later than ten (1O) days  following the date hereof as to the Fee Shares
     and the Option,  Client will cause such  shares to be  registered  with the
     Securities and Exchange  Commission  under a Fon-n S-8 or other  applicable
     registration  statement,  and it shall cause such registration statement to
     remain  effective  at  all  time  while  Attorney  holds  such  shares.  At
     Attorney's  election,  such shares may be issued prior to  registration  in
     reliance on exemptions  from  registration  provided by Section 4(2) of the
     Securities  Act of 1933 (the "33 Act"),  Regulation  D of the '33 Act,  and
     applicable state securities laws.

6. Involvement of Client

     Client expects to be kept closely  involved with the progress of Attorney's
     services in this matter. Attorney will keep Client apprised of all material
     developments   in  this  matter,   and,  in  the  case  of   litigation  or
     administrative  proceedings,  will  provide  sufficient  notice to enable a
     representative  to  attend  meetings,   conferences,   hearings  and  other
     proceedings.  A copy of all  correspondence  in the  course  of  Attorney's
     services will be forwarded to Client.

     There may be times  when  Attorney  will need to  obtain  information  from
     Client.  All  requests  for  access  to  documents,   employees,  or  other
     information shall be granted without  unreasonable delay. At the conclusion
     of this matter, all documents obtained shall be returned upon request.

7. Termination


                                        33


<PAGE>





     Client shall have the right to terminate  Attorney's  engagement by written
     notice  at any  time.  Attorney  has  the  same  right  to  terminate  this
     engagement,  subject to an obligation to give Client  reasonable  notice to
     permit it to obtain  alternative  representation or services and subject to
     applicable  ethical  provisions.  Attorney  will  be  expected  to  provide
     reasonable  assistance in effecting a transfer of  responsibilities  to the
     new firm.

                                      "Client"
                                       Power Exploration, Inc.
Dated: March 24, 2000                  By:
                                          ----------------------------
                                       Name:
                                       Joe Bennett
                                       Title: President



Dated: March 24, 2000                  "Attorney"



                                       By: /s/ Richard Surber
                                           ---------------------------
                                            Name:  Richard Surber



                                       34