ADVISORY AGREEMENT

         THIS ADVISORY AGREEMENT ( the "Agreement") is made this day of December
1999,  by and between Allen Z. Wolfson,  a Utah resident  ("Advisor")  and Power
Exploration,  Inc., a Nevada Corporation with its offices located in Fort Worth,
Texas (the "Company").

         WHEREAS,  Advisor and  Advisors's  Personnel  (as  defined  below) have
experience  in  evaluating  and  effecting  mergers and  acquisitions,  advising
corporate  management,  and in  performing  general  administrative  duties  for
publicly-held companies and development stage investment ventures; and

         WHEREAS, the Company desires to retain Advisor to advise and assist the
Company in its development on the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and sufficiency of which is hereby acknowledged, the Company and Advisor
agree as follows:

1.       Engagement

         The Company hereby retains  Advisor,  effective as of the date hereof (
         the "Effective  Date") and continuing  until  termination,  as provided
         herein,  to assist  the  Company  in it's  effecting  the  purchase  of
         businesses  and assets  relative to its business  and growth  strategy,
         general business and financial issues  consulting,  the introduction of
         the  Company  to  brokers  and  dealers,  public  relations  firms  and
         consultants  and others  that may  assist the  Company in its plans and
         future and to assist in the  acquisition  of wells and other  producing
         properties (the "Services"). The Services are to be provided on a "best
         efforts"  basis  directly  and  through  Advisor's  officers  or others
         employed or retained  and under the  direction  of Advisor  ("Advisor's
         Personnel");  provided,  however,  that the  Services  shall  expressly
         exclude all legal advice,  accounting  services or other services which
         require licenses or certification which Advisor may not have.

2.       Term

         This  Agreement  shall have an initial  term of twelve (12) months (the
         "Primary Term"),  commencing with the Effective Date. At the conclusion
         of the Primary Term this  Agreement will  automatically  be extended on
         for the same  term ( the  "Extension  Period")  unless  Advisor  or the
         Company shall serve written notice on the other party  terminating  the
         Agreement.  Any notice to terminate given hereunder shall be in writing
         and shall be  delivered  at least  thirty (30) days prior to the end of
         the Primary Term or any subsequent Extension Period.

3.       Time and Effort of Advisor

         Advisor  shall  allocate  time  and  Advisors  Personnel  as  it  deems
         necessary to provide the Services.  The  particular  amount of time may
         vary  from  day to day or week to week.  Except  as  otherwise  agreed,
         Advisor's monthly statement  identifying,  in general,  tasks performed
         for the Company  shall be  conclusive  evidence  that the Services have
         been performed.  Additionally,  in the absence of willful  misfeasance,
         bad faith,  negligence  or reckless  disregard for the  obligations  or
         duties  hereunder by Advisor,  neither Advisor nor Advisor's  Personnel
         shall be liable to the Company or any of its  shareholders  for any act
         or omission in the course of or connected with rendering the

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         Services,  including but not limited to losses that may be sustained in
         any corporate act in any subsequent  Business  Opportunity  (as defined
         herein)  undertaken  by the  Company as a result of advice  provided by
         Advisor or Advisors's Personnel.


4.       Compensation

         The  Company  agrees to pay Advisor a fee for the  Services  ("Advisory
         Fee") by way of the  issuance  by the  company of Seven  Hundred  Fifty
         Thousand  (750,000)  shares of the Company's common stock as an initial
         fee following the closing of the acquisition of interests from Rife Oil
         Properties,  Inc., as follows:  Four Hundred Thousand  (400,000) of the
         shares  shall be issued  after  January 1, 2000 and within  ninety days
         after the  closing  thereof,  and the  balance of the  shares  shall be
         issued 150 days following the closing of the Rife Oil Properties,  Inc.
         Acquisition.  As incentive to execute this Agreement,  the Company does
         hereby grant to Advisor the right to purchase up to Seven Hundred Fifty
         Thousand  (750,000)  shares at an option  price of $0.66667  per share,
         such option being valid beginning 150 days following the closing of the
         Rife Oil Company  Acquisition  and shall  continue  thereafter  for the
         primary term of this agreement.

5.       Other Services

         If, the Company enters into a merger or exchanges  securities  with, or
         purchases  the assets or enters into a joint  venture with, or makes an
         investment   in  a  company   introduced   by  Advisor  (  a  "Business
         Opportunity"),  the  Company  agrees to pay  Advisor a fee equal to ten
         percent (10%) of the value of each Business  Opportunity  introduced by
         Advisor  and  acquired  or  otherwise  participated  in by the  Company
         (collectively referred to herein, in each instance, as the "Transaction
         Fee"), which shall be payable immediately following the closing of each
         such transaction, in restricted shares of the Company's common stock or
         in kind if an acquisition is made at the Company's  option,  if paid in
         cash the Transaction Fee shall be reduced to five percent (5%).

6.       Registration of Shares

         Company agrees that any shares issued to satisfy a Transaction  Fee may
         be  registered  by  the  Company  with  the   Securities  and  Exchange
         Commission under any subsequent applicable registration statement filed
         by  the  Company  at  the  Company's   discretion.   Such  issuance  or
         reservation  of shares  shall be in  reliance  on  representations  and
         warranties of Advisor set forth herein.

7.       Costs and Expenses

         All third party and  out-of-pocket  expenses incurred by Advisor in the
         performance  of the  Services or for the  settlement  of debts shall be
         paid by the Company,  or Advisor shall be reimbursed if paid by Advisor
         on behalf of the  Company,  within  ten (10) days of receipt of written
         notice by Consultant, provided that the Company must approve in advance
         all such expenses in excess of $500 per month.

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8.       Place of Services

         The Services provided by Advisor or Advisor's  Personnel hereunder will
         be performed at Advisor's  offices except as otherwise  mutually agreed
         by Advisor and the Company.

9.       Independent Contractor

         Advisor and Advisor's  Personnel will act as an independent  contractor
         in the  performance  of its duties under this  Agreement.  Accordingly,
         Advisor  will be  responsible  for payment of all federal,  state,  and
         local taxes on compensation paid under this Agreement, including income
         and social security taxes,  unemployment insurance, and any other taxes
         due relative to Advisor's  Personnel,  and any and all business license
         fees as may be required. This Agreement neither expressly nor impliedly
         creates  a  relationship  of  principal  and  agent,  or  employee  and
         employer,  between Advisor's Personnel and the Company. Neither Advisor
         nor Advisor's  Personnel are authorized to enter into any agreements on
         behalf of the  Company.  The  Company  expressly  retains  the right to
         approve,  in its sole  discretion,  each Asset  Opportunity or Business
         Opportunity introduced by Advisor, and to make all final decisions with
         respect to effecting a transaction on any Business Opportunity.

10.      Rejected Asset Opportunity or Business Opportunity

         If, during the Primary Term of this Agreement or any Extension  Period,
         the Company elects not to proceed to acquire,  participate or invest in
         any  Business  Opportunity   identified  and/or  selected  by  Advisor,
         notwithstanding  the time and expense  the  Company  may have  incurred
         reviewing such transaction, such Business Opportunity shall revert back
         to and become proprietary to Advisor,  and Advisor shall be entitled to
         acquire  or broker the sale or  investment  in such  rejected  Business
         Opportunity  for its own  account,  or submit  such  assets or Business
         Opportunity elsewhere.  In such event, Advisor shall be entitled to any
         and all profits or fees resulting from Advisor's purchase,  referral or
         placement of any such rejected Business  Opportunity,  or the Company's
         subsequent  purchase or financing  with such  Business  Opportunity  in
         circumvention of Advisor

11.      No Agency Express or Implied

         This Agreement  neither  expressly nor impliedly creates a relationship
         of principal and agent between the Company and Advisor, or employee and
         employer as between Advisor's Personnel and the Company.

12.      Termination

         The  Company  and Advisor may  terminate  this  Agreement  prior to the
         expiration  of the Primary  Term upon thirty (30) days  written  notice
         with mutual written  consent.  Failing to have mutual consent,  without
         prejudice  to any other  remedy to which the  terminating  party may be
         entitled, if any, either party may terminate this Agreement with thirty
         (30) days written notice under the following conditions:

         (A)      By the Company.
                  --------------

                    (i)  If during the  Primary  Term of this  Agreement  or any
                         Extension  Period,  Advisor  is unable to  provide  the
                         Services   as  set  forth   herein  for   thirty   (30)
                         consecutive business days because of illness, accident,
                         or other incapacity of Advisor's Personnel; or,


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                    (ii) If Advisor  willfully  breaches or neglects  the duties
                         required to be performed hereunder; or,

                    (iii)At Company's  option without cause upon 30 days written
                         notice to Advisor; or

         (B)      By Advisor.
                  -----------

                    (i)  If the Company breaches this Agreement or fails to make
                         any payments or provide information required hereunder;
                         or,

                    (ii) If the Company  ceases  business  or,  other than in an
                         Initial Merger, sells a controlling interest to a third
                         party, or agrees to a consolidation or merger of itself
                         with or into another corporation, or enters into such a
                         transaction outside of the scope of this Agreement,  or
                         sells  substantially  all  of  its  assets  to  another
                         corporation,  entity or individual outside of the scope
                         of this Agreement; or,

                    (iii)If the Company  subsequent to the execution  hereof has
                         a receiver  appointed  for its  business or assets,  or
                         otherwise becomes insolvent or unable to timely satisfy
                         its  obligations in the ordinary  course of,  including
                         but not  limited to the  obligation  to pay the Initial
                         Fee, the Transaction fee, or the Advisory Fee; or,

                    (iv) If  the  Company  subsequent  to the  execution  hereof
                         institutes,  makes a general assignment for the benefit
                         of creditors,  has instituted against it any bankruptcy
                         proceeding for  reorganization for rearrangement of its
                         financial  affairs,  files a  petition  in a  court  of
                         bankruptcy, or is adjudicated a bankrupt; or,

                    (v)  If any of the  disclosures  made  herein or  subsequent
                         hereto by the Company to Consultant  are  determined to
                         be materially false or misleading.

         In the  event  Advisor  elects  to  terminate  without  cause  or  this
         Agreement is terminated  prior to the expiration of the Primary Term or
         any Extension Period by mutual written agreement, or by the Company for
         the reasons set forth in A(i) and (ii) above, the Company shall only be
         responsible to pay Advisor for unreimbursed expenses,  Advisory Fee and
         Transaction  Fee  accrued up to and  including  the  effective  date of
         termination.  If this  Agreement is  terminated  by the Company for any
         other  reason,  or by Advisor for reasons set forth in B(i) through (v)
         above,  Advisor shall be entitled to any outstanding  unpaid portion of
         reimbursable  expenses,  Transaction Fee, if any, and for the remainder
         of the  unexpired  portion  of the  applicable  term  (Primary  Term or
         Extension Period) of the Agreement.

13.      Indemnification

         Subject to the  provisions  herein,  the Company  and Advisor  agree to
         indemnify,  defend and hold each other  harmless  from and  against all
         demands,  claims,  actions,  losses,  damages,  liabilities,  costs and
         expenses,   including  without  limitation,   interest,  penalties  and
         attorneys' fees and expenses asserted against or imposed or incurred by
         either party by reason of or  resulting  from any action or a breach of
         any representation,  warranty, covenant, condition, or agreement of the
         other party to this Agreement.


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14.      Remedies

         Advisor  and the Company  acknowledge  that in the event of a breach of
         this  Agreement by either party,  money damages would be inadequate and
         the  non-breaching   party  would  have  no  adequate  remedy  at  law.
         Accordingly,  in the event of any controversy  concerning the rights or
         obligations  under this Agreement,  such rights or obligations shall be
         enforceable  in a court of equity by a decree of specific  performance.
         Such remedy, however, shall be cumulative and nonexclusive and shall be
         in addition to any other remedy to which the parties may be entitled.



15.      Miscellaneous

         (A)      Subsequent  Events.  Advisor  and the  Company  each  agree to
                  notify  the  other  party if,  subsequent  to the date of this
                  Agreement,   either  party  incurs   obligations  which  could
                  compromise its efforts and obligations under this Agreement.

         (B)      Amendment.  This  Agreement  may be amended or modified at any
                  time  and in any  manner  only  by an  instrument  in  writing
                  executed by the parties hereto.

         (C)      Further Actions and  Assurances.  At any time and from time to
                  time,  each party  agrees,  at its or their  expense,  to take
                  actions  and  to  execute  and  deliver  documents  as  may be
                  reasonably  necessary  to  effectuate  the  purposes  of  this
                  Agreement.

         (D)      Waiver.  Any failure of any party to this  Agreement to comply
                  with  any  of  its  obligations,   agreements,  or  conditions
                  hereunder  may be waived in  writing by the party to whom such
                  compliance is owed. The failure of any party to this Agreement
                  to enforce at any time any of the provisions of this Agreement
                  shall  in no way  be  construed  to be a  waiver  of any  such
                  provision or a waiver of the right of such party thereafter to
                  enforce each and every such provision. No waiver of any breach
                  of or noncompliance  with this Agreement shall be held to be a
                  waiver of any other or subsequent breach or noncompliance.

         (E)      Assignment. Neither this Agreement nor any right created by it
                  shall be  assignable by either party without the prior written
                  consent of the other or as stated herein.

         (F)      Notices.  Any  notice  or  other  communication   required  or
                  permitted  by this  Agreement  must be in writing and shall be
                  deemed to be  properly  given when  delivered  in person to an
                  officer  of the other  party,  when  deposited  in the  United
                  States mails for transmittal by certified or registered  mail,
                  postage  prepaid,  or when deposited  with a public  telegraph
                  company   for   transmittal,   or  when   sent  by   facsimile
                  transmission charges prepared, provided that the communication
                  is addressed:

                  (i)  In the case of the Company:  Power Exploration, Inc.
                                                    5416 Birchman Avenue
                                                    Fort Worth, Texas 76107
                                                    Telephone:  (817) 377-4464
                                                    Telefax:    (817) 377-4686
                                                    Attention: Joe Bennett

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                  (ii) In the case of Advisor:      Allen Z. Wolfson
                                                    268 West  400 South
                                                    Salt Lake City, Utah  84101
                                                    Telephone:  (801) 575-8073


     or to such other person or address  designated in writing by the Company or
Advisor to receive notice.

          (G)  Headings.  The section and subsection  headings in this Agreement
               are inserted for convenience only and shall not affect in any way
               the meaning or interpretation of this Agreement.

          (H)  Governing  Law.  This  Agreement  was  negotiated  and  is  being
               contracted  for in Utah, and shall be governed by the laws of the
               State of Utah, and the United States of America, not withstanding
               any conflict-of-law provision to the contrary.

          (I)  Binding Effect.  This Agreement shall be binding upon the parties
               hereto and inure to the benefit of the parties,  their respective
               heirs, administrators, executors, successors, and assigns.

          (J)  Entire  Agreement.  This Agreement  contains the entire agreement
               between  the  parties  hereto  and  supersedes  any and all prior
               agreements,  arrangements,  or understandings between the parties
               relating  to the  subject  matter  of  this  Agreement.  No  oral
               understan dings, statements, promises, or inducements contrary to
               the  terms  of  this   Agreement   exist.   No   representations,
               warranties,  covenants, or conditions,  express or implied, other
               than as set forth herein, have been made by any party.

          (K)  Severability.  If any  part of this  Agreement  is  deemed  to be
               unenforceable  the balance of the Agreement  shall remain in full
               force and effect.

          (L)  Counterparts.  A facsimile,  telecopy,  or other  reproduction of
               this  Agreement  may be  executed  simultaneously  in two or more
               counterparts,  each of which shall be deemed an original, but all
               of which together shall  constitute one and the same  instrument,
               by one or more  parties  hereto  and  such  executed  copy may be
               delivered  by  facsimile  or  similar  instantaneous   electronic
               transmission  device  pursuant  to which the  signature  of or on
               behalf of such party can be seen. In this event,  such  execution
               and delivery shall be considered valid, binding and effective for
               all  purposes.  At the request of any party  hereto,  all parties
               agree to execute an  original  of this  Agreement  as well as any
               facsimile, telecopy or other reproduction hereof.

          (M)  Time is of the Essence.  Time is of the essence of this Agreement
               and of each and every provision hereof.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date above written.

         The "Company"                      "Advisor"
         Power Exploration, Inc.            Allen Z. Wolfson
         A Nevada Corporation               A Utah Resident

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         By:    /s/ Joe Bill Bennett      By: /s/ Allen Wolfson
                ----------------------   --------------------------------
         Name:  Joe Bill Bennett
                --------------------------
         Title: President
                -------------------------










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