ADVISORY AGREEMENT

         THIS ADVISORY  AGREEMENT ( the "Agreement") is made this day of October
1999, by and between  Ronald  Welborn,  a Texas 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  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 six (6)  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 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  delivery  by the  company of Seven  Hundred  Fifty
         Thousand  (750,000)  shares of the Company's common stock as an initial
         fee for the  acquisition of interests from Rife Oil  Properties,  Inc.,
         these shares

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         shall be delivered  within seven (7) days of the execution  hereof,  in
         addition the Company does hereby grant to Advisor the right to purchase
         up to the  same  number  of  shares  (750,000)  at an  option  price of
         $0.66667  per share,  such option to valid for the primary term of this
         Agreement.  All shares  transferred  are  considered  fully  earned and
         non-assessable as of the date hereof.

5.       Registration of Shares

         Company  agrees  that  any  shares  issued  to  satisfy  a 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.

6.       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.

7.       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.

8.       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.

9.       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.

10.      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

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         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,

                  (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, 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 or
         other  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,  if any, and for the remainder of the unexpired
         portion of the  applicable  term (Primary Term or Extension  Period) of
         the Agreement.

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11.      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.

12.      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.

13.      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:

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           (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

           (ii) In the case of Advisor:     Ronald Welborn
                                            11701 South Freeway
                                            Burleson, Texas 76028
                                            Telephone:        (817) 996-3204
                                            Telefax:          (817) 293-9336

     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 Texas,  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.

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

         The "Company"                                  "Advisor"
         Power Exploration, Inc.                        Ronald Welborn
         A Nevada Corporation                           A Texas Resident



         By:  /s/Joe Bill Bennett                       By: /s/ Ronald Welborn
              ------------------------                     --------------------
         Name:  Joe Bill Bennett                        Name: Ronald Welborn
               -----------------------
         Title: Chief Executive Officer



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