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                                                                   EXHIBIT 10.12

                                LOAN AGREEMENT

     This Loan Agreement is entered into effective the 15th day of September, 
1998, by and between Business Exchange Investments, Inc (a Nevada Corporation) 
("Lender") and Power Exploration, Inc. ("borrower").

                                   WITNESSETH

     Whereas, "BORROWER" is the owner of 100% of Oil Seeps, Inc a Texas 
corporation (hereinafter referred to as "OSI"): and

     Whereas, as part of the inducement to Lender to enter into an Agreement 
to lend Two Hundred and Fifty Thousand Dollars ($250,000), Borrower has agreed 
to pledge 100% of the shares of OSI.  Evidenced by the attached special minutes 
of the Board of Directors of Power Exploration, Inc. (said shares being 
referred to herein as the "COLLATERAL") as security for its obligations;

NOW, THEREFORE, in consideration of the agreements and promises herein recited 
and contained, the sufficiency of which is hereby acknowledged, the parties 
hereto hereby agree as follows:

1.   PLEDGE OF COLLATERAL

     Borrower has agreed to and does hereby pledge for the benefit of Lender the
     COLLATERAL, said COLLATERAL being validly issued together with a duly
     executed stock transfer powers or powers in blank.  The COLLATERAL is
     pledged as security for the payment in full of the obligations by Borrower
     to Lender in the amount of Two Hundred and Fifty Thousand Dollars
     ($250,000) plus interest at the rate of Ten percent per annum.  Lender
     shall have a lien upon security title to and a security interest in all of
     the COLLATERAL delivered pursuant hereto.

2.   VOTING AND DIVIDENDS

     So long as no default has occurred hereunder, Lender shall be entitled to
     vote any and all COLLATERAL, receive all dividends, and give all consents,
     waivers and ratifications in respect thereof.  All such rights to vote,
     receive dividends, and give consents, waivers and ratifications shall cease
     upon the occurrence of a default as defined in Paragraph 5 hereof.
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3.   WARRANTIES

     BORROWER hereby warrants to LENDER that he is the sole and lawful owner of 
     the COLLATERAL; that the COLLATERAL is free and clear of all encumbrances 
     and liens and that BORROWER have full right to pledge, assign, convey and 
     transfer the COLLATERAL as provided herein.

4.   TERMS AND CONDITIONS

     LENDER by their execution of the loan Agreement, accept the pledge of the 
     COLLATERAL hereunder and agree to hold the COLLATERAL in accordance with 
     the provisions hereof and applicable law.

5.   REMEDIES FOR DEFAULT

     A.   The following constitutes a default hereunder:

          (i)   Failure by BORROWER to pay LENDER, on or before January 15, 1999
                the sum of Two Hundred and Fifty Thousand Dollars ($250,000) 
                together with interest at the rate of Ten Percent (10%) per 
                annum; or

          (ii)  The breach of any of the warranties, representations, 
                covenants, or agreements applicable to the acquisition of the
                securities, the subject matter of this Loan Agreement, and the 
                failure to cure the same after receipt of written notice as is 
                set forth therein.

     B.   Upon the occurrence of a default, LENDER;

          (i)   At any time thereafter, so long as such default is continuing 
                and, at its option, exercise its rights under this Loan 
                Agreement;

          (ii)  Vote all or any part of the COLLATERAL (whether or not 
                transferred into its name or the name of the nominee or 
                nominees as provided below) and give all consents, waivers and 
                ratifications in respect thereof and otherwise act with respect 
                thereto as though it were the outright owner thereof;

          (iii) Exercise from time to time any right and remedies available 
                under the Uniform Commercial Code as in effect at that time; and

          (iv)  Subject to any requirements of applicable law, and without 
                limiting any rights otherwise available hereunder or under law,
                transfer into its name, or into the name of any nominee or 
                nominees LENDER may appoint, all or part of the COLLATERAL and 
                retain the same in full satisfaction from any further; or sell,
                assign and deliver the
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                COLLATERAL at public or private sale for cash, on credit or for
                other property, for immediate or future delivery, without any
                assumption of credit risk, and for such price or prices and on
                such terms as in LENDER'S uncontrolled discretion may determine.

                If any notification of intended disposition of any of the
                COLLATERAL is required by law, such notification shall be deemed
                reasonable and properly given if in writing and mailed at least
                thirty (30) days before such disposition by prepaid registered
                or certified mail, addressed to the address specified below.

    C.  If sold at public sale, any proceeds of any disposition of the
        COLLATERAL may be applied to the payment of expenses in connection with
        the COLLATERAL, including reasonable attorney's fees and legal
        expenses, and any balance of such proceeds after payment Two Hundred
        and Fifty Thousand Dollars ($250,000) and expenses shall be returned.
        No delay or failure on the part of LENDER the exercise of any right or
        remedy hereunder shall operate as a waiver thereof, and no remedy
        hereunder shall preclude any further exercise thereof or the exercise
        of any other right or remedy hereunder.

6.  TERMINATION

    Upon the payment to LENDER from any source the sum of Two Hundred and Fifty
    Thousand Dollars ($250,000) plus interest, this Loan Agreement shall
    terminate and LENDER shall cancel all related agreements and/or deliver the
    COLLATERAL to BORROWER or the designees of BORROWER.


7.  SUCCESSORS AND ASSIGNS

    LENDER and BORROWER agree that this Loan Agreement shall be binding upon,
    inure to benefit of and be enforceable by the parties hereto and their
    respective heirs, personal representatives, successors and assigns.

8.  ATTORNEYS FEES

    If action be instituted regarding this Pledge Agreement the prevailing party
    shall be entitled to reasonable attorney's fees and costs.


9.  PRIOR AGREEMENTS

    This Pledge Agreement constitutes the entire agreement between the parties
    with respect to the subject matter hereof.

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10. NOTICES

    All notices, offers, acceptances and other communications hereunder shall 
    be made in writing signed by the party making the same, and shall be deemed 
    delivered on the date mailed if sent by certified or registered United 
    States mail, postage prepaid, to the addresses set forth below:

    Business Exchange Investments, Inc
    C/O Sol Yarmak
    4616 W. Sahara Blvd., Ste. 317
    Las Vegas, Nevada 89102

    Mark Zouvas
    C/O Power Exploration, Inc.
    5020 Collinwood Avenue, Suite 201
    Fort Worth, Texas 76107

    Or such other address as either party may specify by written notice to the 
    other party

11. APPLICABLE LAW

    This Pledge Agreement shall be construed in accordance with and governed by 
    the laws of the State of Nevada.

12. COUNTERPART

    This Pledge Agreement may be executed in counterpart and each copy so 
    executed shall be considered an original.

    IN WITNESS WHEREOF, the following have executed and delivered and have 
    accepted this Pledge Agreement on the date given above.

    LENDER:                         BORROWER:

    BUSINESS EXCHANGE               POWER EXPLORATION, INC
    INVESTMENTS, INC                

    By: /s/ SAUL YARMAK             By: /s/ M.O. RIFE, III
       ----------------                 ------------------------
       Saul Yarmak                      M.O. Rife, III, Chairman