ACQUISITION AGREEMENT


                                     BETWEEN


                      Genesis Capital Corporation of Nevada

                                       AND

                             Power Exploration, Inc.



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                              ACQUISITION AGREEMENT
                                TABLE OF CONTENTS

Purchase and Sale.............................................................2

Purchase Price................................................................2

Warranties and Representations of Genesis ....................................2

Warranties and Representations of Power.......................................5

Term..........................................................................7

The Power Shares..............................................................7

Conditions Precedent to Closing...............................................7

Termination...................................................................8

Exhibits......................................................................8

Miscellaneous Provisions......................................................8

Closing.......................................................................9

Effective Date ...............................................................9

Governing Law.................................................................9

Counterparts..................................................................9

Index to  Exhibits ...........................................................10





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                              ACQUISITION AGREEMENT

         THIS  ACQUISITION  AGREEMENT  dated February ___, 2000, by, between and
among Genesis Capital  Corporation of Nevada, a Nevada Corporation  ("Genesis"),
and Power Exploration, Inc., a Nevada corporation, ("Power").

     WHEREAS,  Genesis  owns 100% of the  issued and  outstanding  shares of The
Lincoln Health Fund, Inc., a Delaware corporation ("Lincoln"); and

     WHEREAS,  Genesis desires to sell and Power desires to purchase one hundred
(100%) percent of such shares;

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants,  agreements,
representations  and warranties  herein  contained,  the parties hereby agree as
follows:

I.   Purchase and Sale.  Genesis  hereby  agrees to sell,  transfer,  assign and
     convey to Power and  Power  hereby  agrees to  purchase  and  acquire  from
     Genesis,  one hundred (100%) percent of the issued and  outstanding  common
     stock of Lincoln (the "Lincoln Shares"), which shares are owned by Genesis,
     in a reorganization that is intended to be a tax-free exchange of shares of
     stock.

II.  Purchase  Price.  The aggregate  purchase price to be paid by Power for the
     Lincoln  Shares shall be 600,000  shares of Power common  voting stock (the
     "Power Purchase Shares").

III. Warranties  and  Representations  of Genesis.  In order to induce  Power to
     enter into the  Agreement  and to  complete  the  transaction  contemplated
     hereby, Genesis warrants and represents to Power that:

     A.   Organization  and Standing.  Genesis is a corporation  duly organized,
          validly  existing and in good standing  under the laws of the State of
          Nevada, is qualified to do business as a foreign  corporation in every
          other  state  or  jurisdiction  in  which it  operates  to the  extent
          required  by the laws of such states and  jurisdictions,  and has full
          power and  authority to carry on its business as now  conducted and to
          own and  operate  its  assets,  properties  and  business.  No changes
          thereto will be made in any of the said documents  before the Closing.
          Lincoln is a corporation duly organized,  validly existing and in good
          standing  under the laws of the State of Delaware,  is qualified to do
          business as a foreign corporation in every other state or jurisdiction
          in which it operates to the extent required by the laws of such states
          and  jurisdictions,  and has full power and  authority to carry on its
          business  as  now  conducted  and  to  own  and  operate  its  assets,
          properties and business. No changes thereto will be made in any of the
          said documents before the Closing.

     B.   Capitalization. As of February 16, 2000, the Lincoln Shares constitute
          one hundred


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          percent (100%) of the equity capital of Lincoln, which includes, inter
          alia, one hundred percent (100%) of Genesis's  voting power,  right to
          receive dividends, when, as and if declared and paid, and the right to
          receive the proceeds of liquidation  attributable  to its ownership of
          the Lincoln shares, if any.

     C.   Ownership of the Lincoln Shares. As of the Date hereof, Genesis is the
          sole  owner  of the  Lincoln  Shares,  free and  clear  of all  liens,
          encumbrances  and  restrictions  of any nature  whatsoever,  except by
          reason  of the  fact  that the  Lincoln  Shares  will  not  have  been
          registered  under the  Securities  Act of 1933 (the "33 Act"),  or any
          applicable State Securities laws.

     D.   Taxes. Genesis has filed or caused to be filed all federal,  state and
          local  income or other tax returns  and reports  that it or Lincoln is
          required to file with all governmental agencies, wherever situate, and
          has paid or accrued for  payment  all taxes as shown on such  returns,
          such that a failure  to file,  pay or accrue  will not have a material
          adverse effect on Genesis or Lincoln.

     E.   Pending Actions.  Except as may be disclosed in the Form 10SB filed by
          Genesis  October 26, 1999, a copy of which is attached as exhibit "A,"
          there  are  no  material  legal  actions,  lawsuits,   proceedings  or
          investigations,   either   administrative  or  judicial,   pending  or
          threatened,  against or affecting Genesis or Lincoln or that arise out
          of the operation of those corporations. Neither Genesis nor Lincoln is
          not in violation of any law,  material  ordinance or regulation of any
          kind  whatever,   including,  but  not  limited  to  laws,  rules  and
          regulations  governing  the  sale of its  products,  the 33  Act,  the
          Securities  Exchange Act of 1934,  as amended (the "34 Act") the Rules
          and  Regulations  of  the  U.S.  Securities  and  Exchange  Commission
          ("SEC"), or the Securities Laws and Regulations of any state.

     F.   Governmental  Regulation.  Genesis and Lincoln  hold the  licenses and
          registrations  necessary  to  permit  them to  conduct  their  current
          business. All of such licenses and registrations are in full force and
          effect,  and  there  are no  proceedings,  hearings  or other  actions
          pending that may affect the validity or  continuation  of any of them.
          No approval of any other trade or  professional  association or agency
          of government is required for any of the transactions effected by this
          Agreement, and the completion of the transactions  contemplated by the
          Agreement  will not, in and of  themselves,  affect or jeopardize  the
          validity or continuation of any of them.

     G.   Ownership of Assets.  Genesis has good,  marketable title, without any
          liens or  encumbrances of any nature  whatever,  to all of the Lincoln
          Shares.  Lincoln  has good,  marketable  title,  without  any liens or
          encumbrances of any nature whatever, other than an ad velorem tax lien
          in the approximate amount of $36,000 for property taxes, to one parcel
          of real property containing approximately 10.9 acres, which is located
          on Meadowbrook Drive in Fort Worth,  Texas,  Abstract 1133, tracts 1C,
          1C1, 1K, 1L, and

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          Lot 2B of Bullard Subdivision, Fort Worth, Texas. (Exhibit "B"

     H.   Corporate  Records.  All of Genesis's  books and  records,  including,
          without limitation,  the books of account,  corporate records,  minute
          book, stock  certificate  books and other records of Genesis,  and all
          books  and  records,  including,  without  limitation,  the  books  of
          account,  corporate records,  minute book, stock certificate books and
          other  records  of  Lincoln,  are  up-to-date,  complete  and  reflect
          accurately  and fairly the  conduct of the  business  in all  material
          respects  since the dates of  incorporation  of  Genesis  and  Lincoln
          respectively.

     I.   No Misleading  Statements or Omissions.  Neither the Agreement nor any
          financial statement,  exhibit, schedule or document attached hereto or
          presented to Power in  connection  herewith,  contains any  materially
          misleading statement, or omits any fact or statement necessary to make
          the  other  statements  or facts  therein  set  forth  not  materially
          misleading.

     J.   Validity  of  the  Agreement.  All  corporate  and  other  proceedings
          required  to be taken by  Genesis  in order to enter into and to carry
          out the Agreement have been duly and properly taken. The Agreement has
          been duly executed by Genesis,  and  constitutes the valid and binding
          obligation  of  Genesis,  except to the extent  limited by  applicable
          bankruptcy,  reorganization,  insolvency,  moratorium  or  other  laws
          relating  to or  affecting  generally  the  enforcement  of  creditors
          rights.  The  execution and delivery of the Agreement and the carrying
          out of its purposes  will not result in the breach of any of the terms
          or conditions  of, or constitute a default under or violate  Genesis's
          Certificate  of  Incorporation  or  document of  undertaking,  oral or
          written,  to which  Genesis is a party or is bound or may be affected,
          nor will such execution,  delivery and carrying out violate any order,
          writ,  injunction,  decree,  law,  rule or  regulation  of any  court,
          regulatory  agency or other  governmental  body;  and the business now
          conducted  by Genesis  and/or  Lincoln can continue to be so conducted
          after completion of the transaction contemplated hereby.

     K.   Enforceability of the Agreement. When duly executed and delivered, the
          Agreement and the Exhibits  hereto which are  incorporated  herein and
          made  a part  hereof  are  legal,  valid,  and  enforceable  by  Power
          according to their terms,  except to the extent  limited by applicable
          bankruptcy,  reorganization,  insolvency,  moratorium  or  other  laws
          relating to or affecting generally the enforcement of creditors rights
          and that at the time of such  execution and delivery,  Power will have
          acquired  title in and to the  Lincoln  Shares  free and  clear of all
          claims, liens and encumbrances.

     L.   Access to Books and  Records.  Power will have full and free access to
          the books of Lincoln  during the course of this  transaction  prior to
          Closing, during regular business hours.


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     M.   Genesis's Financial Statements. Genesis's Balance Sheet and Profit and
          Loss statement for the year ended  September 30, 1999, are included in
          the Form 10SB attached hereto as Exhibit "A", and accurately  describe
          Genesis's financial position as of the dates thereof.

     N.   Lincoln's Financial Statements. Lincoln's Balance Sheet and Profit and
          Loss statement  attached hereto as Exhibit "C",  accurately  describes
          Lincoln's financial position as of the dates thereof.

IV.  Warranties  and  Representations  of Power.  In order to induce  Genesis to
     enter into the  Agreement  and to  complete  the  transaction  contemplated
     hereby, Power warrants and represents to Genesis that:

     A.   Organization  and  Standing.  Power is a corporation  duly  organized,
          validly  existing and in good standing  under the laws of the State of
          Nevada, is qualified to do business as a foreign  corporation in every
          other state in which it operates to the extent required by the laws of
          such states, and has full power and authority to carry on its business
          as now  conducted  and to own and operate its assets,  properties  and
          business.

     B.   Capitalization  Power's entire  authorized  equity capital consists of
          shares of voting  common  stock,  $.02 par value.  As of the  Closing,
          Power  will have  50,000,000  shares  Common  Stock,  $.02 par  value,
          authorized,  of which 9,581,140 shares of voting common stock of Power
          will be issued and  outstanding,  which does not  include  the 600,000
          shares being issued to Genesis  hereunder  pursuant to Section 4(2) of
          the '33 Act, at closing. Upon issuance,  all of the Power Common Stock
          will be validly  issued  fully paid and  non-assessable.  The relative
          rights and  preferences of Power's equity  securities are set forth in
          the Articles of Incorporation, as amended and Power's By- Laws. Except
          as  set  forth  above,  there  are  no  voting  or  equity  securities
          convertible  into  voting  stock,  and no  outstanding  subscriptions,
          warrants,  calls, options, rights,  commitments or agreements by which
          Power is bound,  calling for the issuance of any additional  shares of
          common stock or any other voting or equity  security.  The By- Laws of
          Power  provide  that a  simple  majority  of the  shares  voting  at a
          stockholders'  meeting at which a quorum is  present  may elect all of
          the directors of Power.  Cumulative  voting is not provided for by the
          By-Laws or Articles of Incorporation of Power. Accordingly,  as of the
          Closing the 600,000  shares  being  issued to and  acquired by Genesis
          will constitute approximately 5.8% of the Common Shares of Power which
          will then be issued and  outstanding,  which includes inter alia, that
          same percentage of Power's voting power,  right to receive  dividends,
          when,  as and if  declared  and  paid,  and the right to  receive  the
          proceeds of liquidation attributable to common stock, if any.

     C.   Ownership  of  Shares.  By  Power's  issuance  of the Power  Shares to
          Genesis  pursuant to the  Agreement,  the  Shareholders  will  thereby
          acquire good absolute marketable

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          title  thereto,  free  and  clear  of  all  liens,   encumbrances  and
          restrictions  of any nature  whatsoever,  except by reason of the fact
          that such Power  shares  will not have been  registered  under the '33
          Act.

          D.   Taxes.  Power has filed all  federal,  state and local  income or
               other tax returns  and  reports  that it is required to file with
               all governmental agencies,  wherever situate. All of such returns
               are true and complete.

          E.   No Pending Actions. Except as may be disclosed in the Form 10-KSB
               filed by Power  January 14,  2000, a copy of which is attached as
               exhibit "D," There are no legal actions, lawsuits, proceedings or
               investigations,  either  administrative  or judicial,  pending or
               threatened, against or affecting Power, or against any of Power's
               officers  or  directors  and arising  out of their  operation  of
               Power.  Power has been in compliance  with,  and has not received
               notice of violation of any law,  ordinance or  regulation  of any
               kind  whatever,  including,  but not limited to, the '33 Act, the
               '34 Act, the Rules and  Regulations  of the SEC or the Securities
               Laws and Regulations of any state. Power is not now and never has
               been required to file reports under the '33 Act or the '34 Act.

          F.   Corporate  Records.  All of Power's books and records,  including
               without  limitation,  its  book of  account,  corporate  records,
               minute  book,  stock  certificate  books  and other  records  are
               up-to-date,  complete  and  reflect  accurately  and  fairly  the
               conduct  of its  business  in all  respects  since  its  date  of
               incorporation.

          G.   No Misleading Statements or Omissions.  Neither the Agreement nor
               any financial statement,  exhibit,  schedule or document attached
               hereto or presented to Genesis in  connection  herewith  contains
               any  materially  misleading  statement,  or  omits  any  fact  or
               statement necessary to make the other statements of facts therein
               set forth not materially misleading.

          H.   Validity of the Agreement.  All corporate  action and proceedings
               required to be taken by Power in order to enter into and to carry
               out  the  Agreement  have  been  duly  and  properly  taken.  The
               Agreement  has been duly  executed by Power,  and  constitutes  a
               valid and binding obligation of Power. The execution and delivery
               of the  Agreement  and the carrying out of its purposes  will not
               result in the  breach of any of the  terms or  conditions  of, or
               constitute a default  under or violate,  Power's  Certificate  of
               Incorporation  or By- Laws, or any  agreement,  lease,  mortgage,
               bond, indenture,  license or other document or undertaking,  oral
               or  written,  to  which  Power  is a party  or is bound or may be
               affected,  nor will such  execution,  delivery  and  carrying out
               violate  any  order,  writ,  injunction,  decree,  law,  rule  or
               regulation of any court regulatory  agency or other  governmental
               body.

          I.   Enforceability   of  the   Agreement.   When  duly  executed  and
               delivered, the Agreement and the Exhibits hereto which are



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               incorporated  herein and made a part hereof are legal, valid, and
               enforceable by Genesis  according to their terms, and that at the
               time of such  execution and delivery,  Genesis will have acquired
               good, marketable title in and to the Power Common Shares acquired
               pursuant hereto, free and clear of all liens and encumbrances.

          J.   Access  to Books  and  Records.  Genesis  will have full and free
               access to  Power's  books and  records  during the course of this
               transaction prior to and at the Closing.

          K.   Power Financial  Condition.  The financial  condition of Power is
               set forth in the financial  statements  contained in Power's Form
               10-KSB, attached hereto as Exhibit "D."

V.   Term. All representations, warranties, covenants and agreements made herein
     and in the  exhibits  attached  hereto  shall  survive  the  execution  and
     delivery of the Agreement and payment pursuant thereto.

VI.  The Power Shares.  All of the Power Common Shares shall be validly  issued,
     fully-paid  and  non-assessable  shares of Power  Common  Stock,  with full
     voting rights,  dividend  rights,  and the right to receive the proceeds of
     liquidation,   if  any,  as  set  forth  in  the  respective   Articles  of
     Incorporation.

VII. Conditions Precedent to Closing.

          A.   The  obligations of Genesis under the Agreement  shall be and are
               subject to fulfillment, prior to or at the Closing of each of the
               following conditions:

               1.   That Power and its management representations and warranties
                    contained  herein  shall be true and  correct at the time of
                    closing date as if such  representations and warranties were
                    made at such time;

               2.   That  Power  and its  management  shall  have  performed  or
                    complied with all agreements,  terms and conditions required
                    by the  Agreement to be  performed or complied  with by them
                    prior to or at the time of Closing;

               3.   That Power's  stockholders,  by proper and sufficient  vote,
                    shall have properly approved all of the matters described in
                    Section  VII(B)(1) herein, if required to do so under Nevada
                    Corporate Law; and

          B.   The  obligations  of Power under the  Agreement  shall be and are
               subject to fulfillment, prior to, at the Closing or subsequent to
               the Closing of each of the following conditions:

               1.   That  Power   stockholders,   if  necessary  by  proper  and
                    sufficient


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                    vote of its stockholders,  shall have approved the Agreement
                    and the  transactions  contemplated  hereby  and  will  have
                    approved  such  other  changes  as are  consistent  with the
                    Agreement for submission to Power stockholders,  if required
                    to do so under Nevada Corporate Law;

               2.   That  Genesis's  representations  and  warranties  contained
                    herein  shall be true and  correct at the time of Closing as
                    if such  representations  and  warranties  were made at such
                    time; and

               3.   That  Genesis  shall have  performed  or  complied  with all
                    agreements,  terms and conditions  required by the Agreement
                    to be  performed  or complied  with by it prior to or at the
                    time of Closing.

               4.   That the parties  jointly and  severally  indemnify and hold
                    harmless  Power's  former  officers,  directors,  agents and
                    affiliates  against  any  claims or  liabilities,  including
                    reasonable  attorney's  fees and  other  reasonable  defense
                    costs  incurred in  defending  such  claims or  liabilities,
                    resulting  from any claims or liabilities  asserted  against
                    them as to any  material  misrepresentation  or omissions in
                    the Agreement made by any party hereto.

VIII.Termination.  The  Agreement  may be  terminated  at any time  before or at
     Closing, by:


          A.   The mutual agreement of the parties;

          B.   Any party if:

               1.   Any provision of the  Agreement  applicable to a party shall
                    be materially untrue or fail to be accomplished.

               2.   Any legal  proceeding shall have been instituted or shall be
                    imminently  threatening  to delay,  restrain  or prevent the
                    consummation of the Agreement.

Upon  termination of the Agreement for any reason,  in accordance with the terms
and conditions set forth in this paragraph, each said party shall bear all costs
and  expenses  as each party has  incurred  and no party  shall be liable to the
other.

IX.  Exhibits.  All Exhibits  attached  hereto are  incorporated  herein by this
     reference as if they were set forth in entirety.

X.   Miscellaneous  Provisions.  This Agreement is the entire agreement  between
     the parties in respect of the subject matter hereof, and there are no other
     agreements,  written or oral,  nor may the Agreement be modified  except in
     writing and  executed by all of the parties  hereto.  The failure to insist
     upon strict compliance with any of the terms, covenants or conditions of

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     the Agreement shall not be deemed a waiver or  relinquishment of such right
     or power at any other time or times.

XI.  Closing.  The Closing of the  transactions  contemplated  by the  Agreement
     ("Closing")  shall take place at 1:00 P.M. on the first  business day after
     the stockholders of Power approve this transaction, if approval is required
     or on February 9, 2000, whichever is sooner, if shareholder approval is not
     required  or  can  be  obtained   subsequent  to  closing  by   shareholder
     ratification.  The Closing shall occur at the offices of Genesis located at
     268 West 400 South, Salt Lake City, Utah 84101 or such other date and place
     as  the  parties  hereto  shall  agree  upon.  At the  Closing,  all of the
     documents and items referred to herein shall be exchanged.

XII. Effective  Date. The effective date of this agreement  shall be February 9,
     2000.

XIII.Governing  Law.  The  Agreement  shall  be  governed  by and  construed  in
     accordance with the internal laws of the State of Nevada.

XIV. Counterparts.   The  Agreement  may  be  executed  in  duplicate  facsimile
     counterparts,  each of which shall be deemed an original and together shall
     constitute one and the same binding  Agreement,  with one counterpart being
     delivered to each party hereto.

         IN WITNESS  WHEREOF,  the parties hereto have set their hands and seals
as of the date and year above first written.


Genesis Capital Corporation of Nevada

By:
    --------------------------------------


Its:   President


Power Exploration, Inc.


By:  /s/ Joe Bill Bennett
    --------------------------------------
         Joe Bill Bennett

Its:   President



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                                INDEX TO EXHIBITS

Exhibit No.                Description

A                          Genesis's Form 10-SB.

B                          Deed of Texas property to Lincoln & Tax Notice.

C                          Lincoln's financial statements.

D                          Power's Form 10-KSB.




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