MERGER & ACQUISITION AGREEMENT


     MERGER AND  ACQUISITION  AGREEMENT,  dated as of March 20th,  2000,  by and
among Power  Exploration,  a Nevada  corporation  (the  "Company"),  and J. Paul
Pepin,  Art  Pepin,  Jill  Pepin,  Pam  Bass  and Tom  Pepin  (collectively  the
"Seller").

                                   WITNESSETH:

     WHEREAS,  Seller owns 50,000 shares of common  stock,  $ 1.00 par value per
share,  of Pepin Oil Company,  Inc., an Oklahoma  corporation  ("Pepin"),  which
shares constitute 100% of the issued and outstanding  shares of capital stock of
Pepin (the "Pepin Shares"); and

     WHEREAS,  the Company  desires to acquire  from the Seller,  and the Seller
desires to sell to the  Company,  all of the Pepin  Shares in  exchange  for the
issuance by the Company of an aggregate  of two million  five  hundred  thousand
(2,500,000)  shares (the "Company  Shares") of the Company's  common stock,  par
value $.02 per share .(the "Company Common Stock"),  on the terms and conditions
set forth below.

     These shares shall be restricted under Rule 144 of the Securities Acts.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
representations,  warranties and agreements set forth herein, the parties hereto
agree as follows:

                                    ARTICLE I

                               EXCHANGE OF SHARES

     1.1  Exchanize  of  Shares.  Subject  to the terms and  conditions  of this
Agreement,  on the Closing Date (as  hereinafter  defined) (a) the Company shall
issue and deliver to Seller two million five hundred thousand (2,500,000) shares
of authorized but unissued shares of Company Common Stock, and (b) Seller agrees
to deliver to the  Company,  50,000  Pepin  Shares  along with an  appropriately
executed stock power endorsed in favor of the Company.  The subject  transaction
shall be accepted by all parties as a taxfree merger  pursuant to Section 368 of
the Internal Revenue Code.

     1.2 li@me and Place ofclosing. The closing of the transactions contemplated
hereby (the "Closing") shall take place at the oitices of The Kirshner Law Finn,
Suite 3360, Bank One Center,  100 North Broadway,  Oklahoma City, on April 17th,
2000 (the "Closing  Date") at 10:00 A.M., or at such other time and place as the
Company and the Seller may agree.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to Seller that:

     2.1 Due Orizanization and Oualification, Subsidiaries: Due Authorization.

     (a) The Company is a corporation duly incorporated, validly existing and in
good  standing  under  the laws of its  jurisdiction  of  formation,  with  full
corporate power and authority to own, lease

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and  operate  its  respective  business  and  properties  and  to  carry  on its
respective  business in the places and in the manner as  presently  conducted or
proposed  to  be  conducted.  The  Company  is in  good  standing  as a  foreign
corporation  in each  jurisdiction  in which  the  properties  owned,  leased or
operated,  or the business conducted,  by it requires such qualification  except
for any such failure,  which when taken together with all other failures, is not
likely to have a material adverse effect on the business of the Company taken as
a whole.

     (b) The Company does not own,  directly or  indirectly,  any capital stock,
equity or interest in any corporation, firm, partnership, joint venture or other
entity.

     (c) The Company has all requisite  corporate power and authority to execute
and deliver this  Agreemen@  and to  consummate  the  transactions  contemplated
hereby and thereby. The Company has taken all corporate action necessary for the
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated hereby, and this Agreement  constitutes the valid and
binding obligation of the Company, enforceable against the Company in accordance
with its respective terms, except as may be affected by bankruptcy,  insolvency,
moratoria or other similar laws affecting the  enforcement of creditors'  rights
generally and subject to the  qualification  that the  availability of equitable
remedies is subject to the  discretion of the court before which any  proceeding
therefor may be brought.


     2.2 No Conflicts or Defaults.  The execution and delivery of this Agreement
by the Company and the consummation of the transactions  contemplated  hereby do
not and shall not (a) contravene the Certificate of  Incorporation or By-laws of
the  Company or (b) with or without  the giving of notice or the passage of time
and subject to obtaining  such consents prior to the Closing as are set forth in
Item 2.2 of the Disclosure Schedule, (i) violate,  conflict with, or result in a
breach of, or a default or loss of rights under, any material covenan@ agreemen@
mortgage,  indenture, lease, instrument,  permit or license to which the Company
is a party or by which the Company or any of their respective  assets are bound,
or any  judgment,  order or decree,  or any law, rule or regulation to which the
Company  or any of their  respective  assets  are  subjec@  (ii)  result  in the
creation  of,  or give  any  party  the  right  to  create,  any  lien,  charge,
encumbrance  or any other  right or adverse  interest  ("Liens")  upo any of the
assets of the Company, (iii) terminate or give any party the right to terminate,
amend,  abandon or refuse to perform,  any  material  agreemen@  arrangement  or
commitment to which the Company is a party or by which the Company or any of the
Subsidiaries or any of their respective  assets are bound, or (iv) accelerate or
modify,  or give any party the right to  accelerate  or modify,  the time within
which,  or the terms under which,  the Company or any of the  Subsidiaries is to
perform any duties or  obligations  or receive any rights or benefits  under any
material agreement, arrangement or conunitinent to which it is a party.

     2.3 Captitalization

     (a) The authorized capital stock of the Company immediately prior to giving
effect to the transactions  contemplated hereby consists of 50,000,000 shares of
Common Stock of which 1 1,83 0,000 shares are issued and  outstanding  as of the
date hereof and  10,000,000  shares of Preferred  Stock of which zero (0) shares
are issued and outstanding as of the date hereof.  All of the outstanding shares
of Common Stock are, and the Company  Shares when issued in accordance  with the
terms  hereof,  will  be,  duly  authorized,  validly  issued,  ftilly  paid and
nonassessable,  and have not been or, with respect to the Company  Shares,  will
not be  issued  in  violation  of any  preemptive  right  of  stockholders.  All
outstanding  shares of the Company  capital stock were issued in compliance with
all applicable federal and state laws. The Company Shares are not subject to any
preemptive or  subscription  righ@ any voting trust agreement or other contract,
agreemen@ arrangement,  option,  warrant, call, commitment or other right of any
character  obligating  or  entitling  the  Company  to  issue,  sell,  redeem or
repurchase any of its securities, and there is no outstanding


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security of any kind  convertible  into or  exchangeable  for Common Stock.  The
offers  and  sales  of all  the  Company's  outstanding  securities  were at all
relevant  times either  registered  under the  Securities Act and the applicable
state securities or Blue Sky laws, or exempt from such registration  pursuant to
the exemption claimed therefor.

     (b) Except as set forth on Schedule 2.3 of the Disclosure  Schedule,  there
is no commitment,  plan, or  arrangement  to issue,  and there is no outstanding
option,  warrant,  or other  right  calling  for the  issuance  of, any share of
capital  stock of the  Company  or its  Subsidiaries  or any  security  or other
instrument  which  by  its  terms  is  convertible  into,  exercisable  for,  or
exchangeable for capital stock of the Company or its Subsidiaries. No person has
any preemptive rights to purchase securities of the Company or its Subsidiaries.
No holder of any of the Company's or  Subsidiaries'  securities  has any rights,
"demand," to piggyback" or otherwise,  to have such securities  registered or to
demand the filing of a registration statement.

     2.4  (a)  Financial  Statements.  Exhibit  1A to  the  Disclosure  Schedule
contains the Company Form IO-QSB for the quarter ended December 31, 1999,  (such
statements being the "Company Financial Statements").  The Financial Statements,
together with the notes thereto, have been prepared in accordance with generally
accepted  accounting  principles  applied on a basis  consistent  throughout all
periods presented,  subject  toauditadjustments,whicharenotexpectedtobematerial.
Suchstatementspresentfairiythefinancialposition  of the  Company as of the dates
and for the periods indicated.  The books of account and other financial records
of the Company have been maintained in accordance with good business practices.


     (b) Reserve Reports.  Exhibit 1B, latest reserve reports on Company oil and
gas properties.


     2.5 Further Financial Matters.

     (a) The Company has no material liabilitie or obligations,  whether secured
or unsecured, accrued, determined, absolute or contingent asserted or unasserted
or otherwise,  which are required to be reflected or reserved in a balance sheet
or the notes thereto under generally accepted accounting  principles,  but which
are not reflected in the Financial Statements.

     (b) Except as set forth in the Financial  Statements,  the Company does not
have any, direct or indirect,  indebtedness,  liability,  claim,  loss,  damage,
deficiency,  obligation or responsibility,  fixed orunfixed, Choate or inchoate,
liquidated or unliquidated,  secured orunsecured,  accrued, absolute, contingent
or therwise.

     2.6 Taxes. The Companyhas filed all United States federal,  state,  county,
local and foreign national,  provincial and local returns and reports which were
required  to be filed on or prior to the date  hereof in respect  ofall  income,
withholding,  franchise,  payroll, excise, property,  sales, use, value-added or
other taxes or levies, imposts,  duties, license and registration fees, charges,
assessments or withholdings of any nature whatsoever  (together,  "Taxes"),  and
has paid all Taxes (and any related  penalties,  fines and interest)  which have
become due  pursuant to such  returns or reports or  pursuant to any  assessment
which has become payable, or, to the extent its liability for any Taxes (and any
related penalties,  flnes and interest) has not been fully discharged,  the same
have been  properly  reflected  as a  liability  on the books and records of the
Company and adequate reserves  therefor have been established.  All such returns
and reports filed on or prior to the date hereof have been properly prepared and
are true, correct (and to the extent such returns  reflectjudginents made by the
Company or a  Subsidiary,  as the case may be,  suchjudgtnents  were  reasonable
under the circumstances) and complete in all material respects. No extension for
the filing of any such return or report is currently in effect. No tax return or
tax return  liability  of the Company or any  Subsidiary  has been audited or is


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presently  under audit.  All taxes and any  penalties,  fines and interest which
have been  asserted  to be  payable  as a result of any  audits  have been paid.
Except as indicated in Item 2.6 of the Disclosure Schedule,  the Company has not
given or been requested to give waivers of any statute of  limitations  relating
to the  payment of any Taxes (or any  related  penalties,  fines and  interest).
There are no claims  pending or, to the  knowledge of the  Company,  threatened,
against the Company for past due Taxes.  All  payments  for  withholding  taxes,
unemployment  insurance and other amounts  required to be paid for periods prior
to the date  hereof to any  governmental  authority  in  respect  of  employment
obligations  of  the  Company  including  without  limitation,  amounts  payable
pursuant to the Federal Insurance  Contributions Act, have been paid or shall be
paid  prior to the  Closing  and have  been duly  provided  for on the books and
records of the Company and in the Financial Statements.

     2.7 Indebtedness. Contracts. No Defaults

     (a) Item 2.7 of the  Disclosure  Schedule  sets forth a true,  complete and
correct list of all material  instruments,  agreements,  indentures,  mortgages,
guarantees,  notes,  conunitments,  accommodations,  letters  of credit or other
arrangements or understandings, whether written or oral, to which the Company is
a party (collectively,  the "Operating  Agreements").  An agreement shall not be
considered  material for the purposes of this Section  2.7(a) if it provides for
expenditures  or receipts of less than $5,000 and has been  entered  into by the
Company in the ordinary course of business.  The Operating Agreements constitute
all of the contracts,  agreements,  understandings and arrangements required for
the operation of the business of the Company and the  Subsidiaries or which have
a  material  effect  thereon.  Copies  of all such  material  written  Operating
Agreements  have  previously  been delivered  orotherwise  made available to the
Seller and such copies are true, complete and correct as of the dat hereof.

     (b) Neither the Company,  nor, to the Companys knowledge,  any other person
or entity is in breach in any material respect of, or in default in any material
respect under, any material contract agreemen@ arrangement commitment or plan to
which the Company is a party, and no event or action has occurred, is pending or
is threatened,  which, after the giving of notice, passage of time or otherwise,
would  constitute or result in such a material breach or material default by the
Company or, to the  knowledge  of the Company,  any other person or entity.  The
Company has not  received  any notice of default  under any  contract  agreemen@
arrangement  conunitment  or plan to which it is a party,  which default has not
been cured to the  satisfaction  of, or duly waived by, the party  claiming such
default on or before the date hereol

     2.8 Personal Property.  The Company has good and marketable title to all of
its tangible personal property and assets,  including,  without limitation,  all
ofthe assets  reflected in the Financial  Statements that have not been disposed
of in the ordinary course of business since December 31, 1999, free and clear of
all Liens or  mortgages,  except for any Lien for current  taxes not yet due and
payable and such  restrictions,  if any, on the disposition of securities as may
be imposed by federal or applicable state securities laws.

     2.9 Real Property.  Item 2.9 of the  Disclosure  Schedule sets forth a true
and complete  list of all real  property  owned by, or leased or subleased by or
to, the Company and its Subsidiaries  (the "Company Real Property").  Each lease
to which the  Company is a party is valid,  binding  and in fWl force and effect
with  respect to the Company,  as the case may be, and, to the  knowledge of the
Company no notice of default or termination under any such lease is outstanding.


     2.10 Compliance with Law.

     (a) The Company is not  conducting  its  respective  business or affairs in
material  violation of any  applicable  federal,  state or local law,  ordinance
rule, regulation, court or administrative order, decree



                                     74


or  process,  or any  requirement  of  insurance  carriers.  The Company has not
received  any  notice  of  violation  or  claimed  violation  of any  such  law,
ordinance, rule, regulation, order, decree, process or requirement.

     (b)  The  Company  is in  compliance  in all  material  respects  with  all
applicable federal,  state, local and foreign laws and regulations  relatitig to
the  protection  of the  environment  and human  health.  There  are no  claims,
notices,  actions,  suits,  hearings,  investigations,  inquiries or proceedings
pending or, to the knowledge of the Company,  threatened  against the Company or
any of the  Subsidiaries  that are  based  on or  related  to any  environmental
matters or the failure to have any required environmental permits, and there are
no past or present  conditions that the Company has reason to believe are likely
to give rise to any material liability or other obligations of the Company under
any environmental laws.

     2.11 Permits and Licenses.  The Company has all  certificates  of occupancy
rights,  permits,  certificates,  licenses,  franchises,  approvals  and  other
aufliorizations as are reasonably  necessary to conduct its respective  business
and to own, lease, use, operate and occupy its assets, at. the places and in the
manner now conducted and  operated,  except those the absence  ofwhich would not
materially adversely affect its respective business.  As of the date hereof, the
Company has not received any written or oral notice or claim  pertaining  to the
failure to obtain any material penni@  certificate,  license,  approval or other
authorization required by any federal, state or local agency or other regulatory
body, the failure of which to obtain would  materially and adversely  affect its
business.


     2.12 Ordinary  Course.  Since  December 3l, 1999, the Company has conducted
its business,  maintained  its real property and equipment and kept its books of
accoun@  records  and  files,  substantially  in the same  manner as  previously
conducted,  maintained  or kept and  solely  in the  ordinary  course;  it being
understood  and  acknowledged  that  the  Company  has not  had any  substantial
operations for some time.

     2.13 No Adverse  Changes.  Since December 3l, 1999,  there has not been (a)
any material adverse change in the business,  prospects,  the financial or other
condition, or the respective assets or liabilities ofthe Company as reflected in
the Financial Statements,  (b) any material loss sustained by the Company or any
Subsidiary,  including,  but not  limited to any loss on account of thef@  fird,
flood, explosion,  accident or other calamity, whether or not insured, which has
materially and adversely interfered,  or may materially and adversely interfere,
with the operation ofthe Company's business,  or (c) to the best knowledge ofthe
Company,  any even@ condition or state of facts,  includin& without  limitation,
the enactment,  adoption or  promulgation  of any law, rule or  regulation,  the
occurrence of which materially and adversely does or would affect the results of
operations  or the  business or financial  condition  of the  Company;  it being
understood  and  acknowledged  that  the  Company  has not  had  any  substantia
operations for some time.

     2.14 Litigation. (a) There is no claim, dispute, action, sui@ proceeding or
investigation pending or, to the knowledge of the Company,  threatened,  against
or  affecting  the  business of the  Company,  or  challenging  the  validity or
propriety of the transactions contemplated by this Agreemen@ at law or in equity
or admiralty or before any federal,  state, local, foreign or other govenunental
authority, board, agency, commission or instrumentality, nor to the knowledge of
the  Company,  has  any  such  claim,   dispute,   action,  suit  proceeding  or
investigation  been pending or threatened,  during the 12-month period preceding
the date  hereof;  (b)  there is no  outstandingjudgment  order,  wri@  ruli'ng,
injunction,  stipulation  or decree ofany court,  arbitrator or federal,  state,
local, foreign or other governmental  authority,  board,  agency,  commission or
instrumentality,  against or  materially  affecting the business of the Company;
and (c) the Company has not  received  any  written or verbal  inquiry  from any
federal, state,' local, foreign or other governmental authority,  board, agency,
commission or instrumentality concerning the possible violation of any law, rule
or regulation or any matter disclosed in respect of its business.



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<PAGE>


     2.15 Certificate of Incorporation and By-laws,  Minute Books. The copies of
the Certificate of Incorporation and By-laws (or similar governing documents) of
the Company,  and all  amendments to each are true,  correct and  complete.  The
nlinute books of the Company  contain true and complete  records of all meetings
and consents in lieu of meetings of their respective Board of Directors (and any
committees  thereof),  or  similar  governing  bodies,  since  the time of their
respective  organization.  ne stock books of the Company and each Subsidiary are
true, correct and complete.

     2.16 Employee  Benefit  Plans.  The Company does not maintain,  nor has the
Company  maintained  in the pas@ any  employee  benefit  plans  ("as  defined in
Section 3(3) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA"),or any plans, programs policies, practices,  affangements or contracts
(whether group or individual) providing for payments, benefits or reimbursements
to  employees  of  the  Company,  former  employees,   their  beneficiaries  and
dependents under which such employees, former employees, their beneficiaries and
dependents are covered through an employment relationship @ with the Company, or
any entity required to be aggregated in a controlled group or affiliated service
group with the Company for  purposes of FRISA or the  Internal  Revenue  Code of
1986 (the "Code") (including,  without limitation,  under Section 414(b).,  (c),
(m) or (o) of the Code or Section 4001 of ERISA,  at any relevant time ("Benefit
Plans").

     2.17 Patents:  Trademarks  and  Intellectual  EMpMRigbts.  The  Companyowns
orpossesses sufficient legal rights to all patents,  trademarks,  service marks,
trade names,  copyrights,  trade secrets,  licenses,  information,  Internet web
site(s),  proprietary  rights and  processes  necessary  for its business as now
conducted  without any conflict  with or  infringement  of the rights of others.
There are no outstanding options, licenses or agreements of any kind relating to
the foregoing,  and neither the Company is bound by, or a party to, any options,
licenses  or  agreements  ofany kind with  respect to the  patents,  trademarks,
service marks, trade names, copyrights,  trade secrets,  licenses,  information,
proprietary rights and processes of any other person or entity.


     2.18  Brokers.  Except  as set forth on  Schedule  2.18,  all  negotiations
relative to this Agreement and the  transactions  contemplated  hereby have been
carried out by the Company  directly with the Seller without the intervention of
any  Person  on behalf  of the  Company  in such a manner as to give rise to any
valid  claim by any  Person  against  any Seller  for a findees  fee,  brokerage
commission or similar payment.

     2.19 actions.

     (a)  Neither  the  Company  nor any  officer,  director  or employee of the
Company (or any of the  relatives  or  Affiliates  of any of the  aforementioned
Persons) is a party to any agreement  contract,  commitment or transaction  with
the Company or affecting the business of the Company, or has any interest in any
property, whether real, personal or mixed, or tangible or intangible, used in or
necessary  to the  Company  which will  subject the Seller to any  liability  or
obligation from and atler the Closing Date.

     (b) (i) The Company has no indebtedness  due from its respective  officers,
directors or stockholders or any oftheir respective relatives or affiliates,  or
(ii) none ofthe  officers,  directors  or  stockholders  of the Company or their
respective relatives or affiliates has any claim against the Company.

     2.20 Registration  Rights. The Company agrees that in the event the Company
files a  Registration  Statementwith  the United States  Securities and Exchange
Commission  ("SEC")  wherein the Company  registers  any of its shares of common
stock, the Company shall cause to be registered as a part of the shares being


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<PAGE>

registered  pursuant  to the said  registration  statement  all shares of common
stock of the Company which are owned by the Sellers.  The said shares of Sellers
shall be registered by the Company,  as part of the  Company's  registration  of
shares with the SEC, at no cost to Sellers.

     2.21 No Regulatory  Problems.  The Company (i) has not filed a registration
statement which is the subject of any proceeding or examination  under Section 8
of the  Securities  Act or is not the subject of any refusal order or stop order
thereunder;  (ii) is not subject to any pending proceeding under Rule 258 of the
Securities  Act or any similar rule adopted under Section 3(b) of the Securities
Ac4 or to an order  entered  thereunder;  (iii)  has not been  convicted  of any
felony or misdemeanor in connection with the purchase or sale of any security or
involving  the  making  of any false  filing  with the  Commission;  (iv) is not
subject to any order,  judgment or decree of any court of  competentjurisdiction
temporarily,  preliminary or permanently  restraining or enjoining,  the Company
from  engaging in or continuing  any conduct or practice in connection  with the
purchase or sale of any  security or  involving  the making of any false  filing
with the  Commission;  and (v) is not subject to a United States Postal  Service
false representation order entered under Section 3005 of Title 39, United States
Code; or a temporary  restraining order or preliminary  injunction entered under
Section 3007 of Title 39, United States Code, with respect to conduct alleged to
have violated  Section 3005 of Title 39,  United States Code. To its  knowledge,
none of the Company's directors,  officers, or beneficial owners of five percent
or more of any class of its  equity  securities  (i) has been  convicted  of any
felony or misdemeanor  in connection  with the purchase or sale of any security,
involving the making ofa false filing with the Commission, or arising out of the
conduct of the business of an underwriter,  broker, dealer, municipal securities
dealer, or investment advisor; (ii) is subject to any order, judgtnen4 or decree
of any court of  competentjurisdiction  temporarily or preliminary  enjoining or
restraining,  or is  subject to any  order,  judgment  or decree of any court of
competent  jurisdiction,  permanently  enjoining or restraining such person from
engaging  in, or  continuing,  any conduct or practice  in  connection  with the
purchase or sale of any security involving the making of a false filing with the
Commission,  (iii) is subject to an order ofthe  Commission  entered pursuant to
Section  15(b),  15B(a),  or 15B(c) of the  Securities  Exchange Act of 1934, as
amended  (" 1934  Act"),  or is subject  to an order of the  Commission  entered
pursuant to Section 203(e) or (f) of the Investment  Advisers Act of 1940;  (iv)
has been  suspended or expelled from  membership in, or suspended or barred from
association  with a member of, an exchange  registered as a national  securities
exchange  pursuant to Section 6 of the 1934 Ac4 an  association  registered as a
national securities  association under Section 15A of the 1934 Ac4 or a Canadian
securities  exchange or association for any act or omission to act  constituting
conduct  inconsistent  with just and  equitable  principles  oftrade;  or (v) is
subject to a United States Postal  Service  false  representation  order entered
under  Section  3005 of  Title  39,  United  States  Code;  or is  subject  to a
restraining order or preliminary  injunction entered under Section 3007 of Title
39, United States Code, with respect to conduct alleged to have violated Section
3005 of Title 39, United States Code.

     2.22 Miscellaneous.  The representations and warranties made by the Company
in this Agreement and the Additional Agreements and the statements made by or on
behalf of the  Company in any  certificate,  document  or exhibit  furnished  in
connection with the transactions contemplated hereby or thereby or in any public
filing with any  regulatory  agency,  do not contain any untrue  statement  of a
material fact or omit to state any material fact  necessary in orderto make such
representations  or  warranties  or  other  such  statements,  in  light  of the
circumstances  under,  and at the time a4 which  they  were  made,  not false or
misleading.

ARTICLE III

                  REPRESEATIOINS AND WARRANTIES OF THE SELLER

     Seller represents and warrants to the Company that:



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<PAGE>



     3.1 Due Organization and Qualification, Subsidiaries, Due Authorization.

     (a) Pepin Oil Company,  Inc.  ("Pepin') is a corporation duly incorporated,
validly  existing  and in good  standing  under the laws of  itsjurisdiction  of
formation, with full corporate power and authority to own, lease and operate its
business  and  properties  and to carry on its business in the places and in the
manner as  presently  conducted  or proposed to be  conducted.  Pepin is in good
standing as a foreign  corporation in each  jurisdiction in which the properties
owned,  leased or  operated,  or the  business  conducted,  by it requires  such
qualification  except for any such failure,  which when taken  together with all
other failures,  is not likely to have a material adverse effect on the business
of Pepin taken as a whole.

     (b) Except for its wholly or partially owned subsidiaries and as may be set
forth in schedule 3. 1, Pepin does not own, directly or indirectly,  any capital
stock, equity or interest in any corporation,  firm, partnership,  joint venture
or other entity.

     (c) Pepin and the Seller  each has all  requisite  power and  authority  to
execute  and  deliver  this  Agreemen@  and  to  consummate   the   transactions
contemplated  hereby  and  thereby.  Pepin  and the  Seller  each has  taken all
corporate  action necessary for the execution and delivery of this Agreement and
the consummation of the  transactions  contemplated  hereby,  and this Agreement
constitutes  the valid and binding  obligation  of each of Pepin and the Seller,
enforceable  against  each of  Pepin  and the  Seller  in  accordance  with  its
respective terms, except as may be affected by bankruptcy, insolvency, moratoria
or other similar laws affecting the enforcement of creditors'  rights  generally
and subject to the qualification  that the availability of equitable remedies is
subject to the discretion ofthe court before which any proceeding thereformay be
brought.


     3.2 No  Conflicts  or  Defaults.  Except as set forth in schedule  3.2, the
execution and delivery of this Agreement by the Seller and the  consummation  of
the  transactions  contemplated  hereby do not and shall not (a)  contravene the
Certificate of Incorporation  or By-laws of Pepin or the governing  documents of
any Seller,  if  applicable,  or (b) with or without the giving of notice or the
passage of time,  (i)  violate,  conflict  with,  or result in a breach of, or a
default or loss of rights  under,  any material  covenant,  agreemen@  mortgage,
indenture, lease, instrument permit or license to which Pepin or any Seller is '
a party or by which  Pepin or any Seller or any  oftheir  respective  assets are
bound, or anyjudgment  order or decree,  or any law, rule  orregulation to which
Pepin or any Seller or any of their respective assets are subject (ii) result in
the creation of, or give any party the right to create, any Lien upon any of the
assets  of Pepin,  (iii)  terminate  or give any  party the right to  terminate,
atnend,  abandon or refuse to perform,  any material  agreement  arrangement  or
commitment  to which Pepin is a party or by which Pepin or any of its assets are
bound, or (iv)  accelerate or modify,  or give any party the right to accelerate
or modify,  the time  within  which,  or t ' he terms under  which,  Pepin is to
perform any duties or  obligations  or receive any rights or benefits  under any
material agreement arrangement or commitment to which it is a party.

     3.3     Capitalization.     The     authorized     capital     stock     of
Pepinimmediatelypriortogivingeffect  to  the  transactions  contemplated  hereby
consists of 50,000 shares  ofcommon  Stock, $ 1.00 par value per share, of which
50,000  shares are  issued and  outstanding  as of the date  hereof.  All of the
outstanding  shares of Pepin Common Stock are, and Pepin Shares when transferred
in accordance.with the terms hereof,  will be, duly authorized,  validly issued,
fully  paid and  nonassessable,  and have not  been or,  with  respect  to Pepin
Shares,  will not be  transferred  in violation of any rights  ofthird  parties.
Except as set forth in  schedule  3.3 the Pepin  Shares  are not  subject to any
preemptive or subscription  right,  any voting trust agreement or other contract
agreement,  arrangement option,  warrant call,  commitment or other right of any
character obligating or entitling Pepin to issue, sell, redeem or repurchase any
of its securities, and there is no outstanding security of any kind


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<PAGE>



  convertible into or exchangeable for Common Stock.

     3.4 Financial  Statements.  Exhibit 2 to the Disclosure  Schedule  contains
copies of Pepin's  financial  statements  for the year ended  December 31, 1999,
(all such statements being the "Pepin Financial Statements").  Pepin's Financial
Statements,  together with the notes  thereto,  have been prepared in accordance
with good business practices on an exploration and production basis applied on a
basis  consistent  throughout all periods  presented,  subject to general ledger
adjustments,  which are not expected to be  material.  Such  statements  present
fairly the financial position of the Company as of the dates and for the periods
indicated.  The books of account and other financial records of the Company have
been maintained in accordance with good business practices.

     3.5 Further  Financial  Matters.  Except with  reference  to the  "Oklahoma
Opportunity"  described in Exhibit hereto, and other financial matters set forth
on  Schedule  3.5 (to  include at least but  limited  to (i) Pepin  Distributing
Company, $400,000 (taken out in February, 2000); (ii) Pepin Distributing Company
$300,000 secured loan (iii) Secured  Financial  Guarantee under $100,000.  Pepin
has no other  material  liabilities  or  obligations  than as  reflected  on the
Financial  Statements,   whether  secured  or  unsecured,  accrued,  determined,
absolute or contingent,  asserted or unasserted or otherwise, which are required
to be  reflected  or  reserved  in a balance  sheet or the notes  thereto  under
generally accepted accounting principles. The Oklahoma Opportunity consists of a
working interest in a number of central Oklahoma  leaseholds,  some of which now
produce or are under  development.  Pepin's  interest  is subject to a loan from
Stillwater  National Bank in the present amount of $3,900,000.  Seller agrees to
provide  necessary  funding  to  continue  in all  desirable  operations  in the
Oklahoma  Opportunity  thru  September  30,  2000  an  amount  up to  $4,000,000
contingent  upon  shares of Company  being  accepted as  collateral  by the bank
lender under normal banking  practices  based upon 500le of Market Value of Rule
144 stock.  Notwithstanding the foregoing, the Company undertakes the obligation
to pay offorprovide  substituted collateral to StillwaterNational  Bank, orother
lender,  of the  obligation(s)  representing  financing  for the Joint  Interest
Billings  arising in the Oklahoma  Opportunity.  If, by December  31, 2000,  the
Company  has not  caused the  release  and return of the  Seller's  shares,  the
Company shall issue  2,500,000 new shares of authorized and unissued  capital to
Sellers which Seller shall use to replace their shares at the bank. When the JIB
loans are fully paid or the substitute collateral is otherwise released, the new
shares  shall be  cancelled.  At its election the Company may offer the bank any
other  collateral  which the Bank finds  acceptable,  but the Bank shall, at any
time, retain its liens on the Working Interest and proceeds thereof.

     3.6 Taxes. Pepin has filed all United States federal,  state, county, local
and foreign  national,  provincial  and local tax returns and reports which were
required to be filed on or prior to the date hereof, and has paid all Taxes (and
any related  penalties,  fines and  interest)  which have become due pursuant to
such returns or reports or pursuant to any assessment  which has become payable,
or, to the extent its liability for any Taxes (and any related penalties,  fines
and  interest)  has not been  fully  discharged,  the same  have  been  properly
reflected as a liability on the books and records of Pepin and adequate reserves
therefor have been  established.  All such returns and reports filed on or prior
to the date hereof have been properly prepared and are true, correct (and to the
extent such  returns  reflect  judgments  made by Pepin,  such  'udgtnents  were
reasonable  under the  circumstances)  and  complete in all  material  respects.
Except as for 1999 year end,  no  extension  for the filing of an such return or
report is currently in effect.  Except for years through 1997, which was audited
with no chage, other than for J. Paul Pepin to take a $3000 per month salary, no
tax return or tax return liability of Pepin has been audited or, presently under
audit. All taxes and any penalties,  fines and interest which have been asserted
to be payable as a result of any audits  have been paid.  Pepin has not given or
been  requested  to give waivers of any statute of  limitations  relating to the
payment of any Taxes (or any related penalties,  fines and interest).  There are
no claims pending or, to the knowledge of Pepin, threatened, against

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<PAGE>



Pepin for past due Taxes.  All  payments  for  withholding  taxes,  unemployment
insurance  and other  amounts  required to be paid for periods prior to the date
hereof to any  governmental  authority in respect of employment  obligations  of
Pepin,  have been paid or shall be paid prior to the  Closing and have been duly
provided for on the books and records of Pepin.

     3.7 Indebtedness; Contracts; No Defaults.

     (a) Item 3.6 of the  Disclosure  Schedule  sets forth a true,  complete and
correct list of all material  instruments,  agreements,  indentures,  mortgages,
guarantees,  notes,  commitments  '  accommodations,  letters of credit or other
arrangements  or  understandings,  whether  written or oral, to which Pepin is a
party (collectively,  the "Pepin Operating Agreements").  An agreement shall not
be  considered  material for the purposes of this Section  3.7(a) if it provides
for expenditures or receipts of less than $ 1 0,000 and has been entered into by
Pepin in the  ordinary  course  of  business.  The  Pepin  Operating  Agreements
constitute all of the contracts,  agreements,  understandings  and  arrangements
required  for the.  operation  of the business of Pepin or which have a material
effect thereon.  Copies of all such material written Pepin Operating  Agreements
have  previously  been  delivered or otherwise made available to the Company and
such copies are true, complete and correct as of the date hereof.

     (b) Except as disclosed  in Item 3.6 of the  Disclosure  Schedule,  neither
Pepin, nor, to PepiWs knowledge,  any other person or entity is in breach in any
material  respect of, or in default in any material  respect under, any material
contrac@ agreement arrangement commitment or plan to which Pepin is a party, and
no event or action has occurred,  is pending or is threatened,  which, after the
giving of notice,  passage of time or otherwise,  would  constitute or result in
such a material  breach or  material  default by Pepin or, to the  knowledge  of
Pepin,  any other person or entity.  Pepin has not received any notice ofdefault
under any contrac@  agreemen@  arrangement,  commitment or plan to which it is a
party,  which default has not been cured to the  satisfaction of, or duly waived
by, the party claiming such default on or before the date hereof.

     3.8 Personal  Property.  Pepin has good and marketable  title to all of its
tangible personal property and assets, free and clear of all Liens or mortgages,
except  for any  Lien  for  current  taxes  not yet due  and  payable  and  such
restrictions,  if any, on the  disposition  of  securities  as may be imposed by
federal or applicable state securities laws. -


     3.9 Real Property.


     (a) Item 3.8 of the Disclosure Schedule sets forth a true and complete list
of all real  property  owned by, or leased or  subleased  by or to,  Pepin  (the
"Pepin Real Property").

     (b) Except as set forth in Item 3.8 of the Disclosure  Statemen@ each lease
to which  Pepin is a party is valid,  binding  and in full force and effect with
respect to Pepin, and, to the knowledge of Pepin, all other parties thereto;  no
notice of default or termination under any such lease is outstanding.

     3.10 Compliance with Law.

     (a) Pepin is not conducting its respective  business or affairs in material
violation  of any  applicablefederal,  state  or  local  law,  ordinance,  rule,
regulation,  courtoradministrative  order, decree or process, or any requirement
of insurance carriers. Pepin has not received any notice of violation or claimed
violation of any such law, ordinance,  rule, regulation,  order, decree, process
or requirement.

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<PAGE>



     (b) Pepin is in  compliance in all material  respects  with all  applicable
federal,  state,  local  and  foreign  laws  and  regulations  relating  to  the
protection of the  environment and human health.  There are no claims,  notices,
actions, suits, hearings,  investigations,  inquiries or proceedings pending or,
to the knowledge of Pepin, threatened against Pepin that are based on or related
to any environmental  matters or the failure to have any required  environmental
permits,  and there are no past or present  conditions  that Pepin has reason to
believe are likely to give rise to any material  liability or other  obligations
of Pepin under any environmental laws.

     3.11  Permits  and  Licenses.  Except  as set  forth  in  Item  3.10 of the
Diselosure Schedule, Pepin has all certificates of occupancy,  rights, pen-nits,
certificates,  licenses,  franchises,  approvals and other authorizations as are
reasonably  necessary to conduct its respective business and to own, lease, use,
operate and occupy its assets, at the places and in the manner now conducted and
operated,  except  those the  absence of which  would not  materially  adversely
affect  its  respective  business.  Except  as set  forth  in Item 3. 1 0 of the
Disclosure Schedule, as ofthe date hereof, Pepin has not received any written or
oral notice or claim  pertaining  to the failure to obtain any material  perini@
certificate,  license,  approval or other authorization required by any federal,
state or local agency or other  regulatory  body, the failure of which to obtain
would materially and adversely affect its business.


     3.12 Since December 31, 1999, Pepin has conducted its business,  maintained
its real property and equipment and kept its books of accoun@ records and files,
substantially in the same manner as previously conducted, maintained or kept and
solely in the ordinary course;  it being understood and acknowledged  that Pepin
has been substantially reducing its.operations for some time.

     3.13 No Adverse  Changes.  Since December 31, 1999,  there has not been (a)
any material adverse change in the business,  prospects,  the financial or other
condition,  or the respective  assets or liabilities of Pepin,  (b) any material
loss  sustained by Pepin,  including,  but not limited to any loss on account of
thek fire, flood, explosion, accident or other calamity, whether or not insured,
which has materially and adversely  interfered,  or may materially and adversely
interfere,  with the operation of Pepin's business, or (e) to the best knowledge
ofpepin,  any even@ condition or state offacts,  including,  without limitation,
the  enactmen@  adoption or  promulgation  of any law, rule or  regulation,  the
occurrence  ofwhich materially and adversely does or would affect the results of
operations or the business or financial condition of Pepin.


     3.14 Litigation. (a) There is no claim, dispute, action, suit proceeding or
investigation  pending or, to the  knowledge  of Pepin,  threatened,  against or
affecting the business ofpepin,  or challenging the validity or propriety of the
transactions  contemplated by this Agreemen@ at law or in equity or admiralty or
before any  federal,  state,  local,  foreign or other  governmental  authority,
board, agency, commission or instrumentality, nor to the knowledge of Pepin, has
any such claim,  dispute,  action, suit proceeding or investigation been pending
or threatened,  during the 12-month period preceding the date hereof;  (b) there
is no outstanding judgment order, writ ruling, injunction, stipulation or decree
of any court, arbitrator or federal, state, local, foreign or other governmental
authority,  board, agency, commission or instrumentality,  against or materially
affecting  the business  ofpepin;  and (c) Pepin has not received any written or
verbal inquiry from any federal,  state,  local,  foreign or other  governmental
authority,  board, agency, commission or instrumentality concerning the possible
violation  ofany law, rule or  regulation or any matter  disclosed in respect of
its business.

     3.15 Insurance.  Pepin maintains  insurance  against all risks  customarily
insured  against by companies  in its  industry.  All such  policies are in full
force and  effect,  and Pepin has not  received  any notice  from any  insurance
company  suspending,  revoking,  modifying or  canceling  (or  threatening  such
action) any insurance policy issued to Pepin.


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<PAGE>



     3.16 The copies of the Certificate of Incorporation and By-laws (or similar
governing  documents) of Pepin, and all amendments to each are true, correct and
complete.  The minute books of Pepin  contain  true and complete  records of all
meetings and consents in lieu of meetings of their respective Board of Directors
(and any  committees  thereof),  or  similar  governing  bodies,  since the time
oftheir respective organization.  The stock books of Pepin are true, correct and
complete.

     3.17  Employee  Benefit  Plans.  Pepin  does not  maintain,  nor has  Pepin
maintained  in the pas@ any employee  benefit plans ("as defined in Section 3(3)
of the "ERISA"), or any plans, programs,  policies,  practices,  arrangements or
contracts  (whether  group or  individual)  providing for payments,  benefits or
reimbursements to employees ofpepin,  former employees,  their beneficiaries and
dependents under which such employees, former employees, their beneficiaries and
dependents  are covered  through an  employment  relationship  with Pepin or any
entity  required to be  aggregated in a controlled  group or affiliated  service
group with Pepin for purposes of ERISA or the Internal Revenue Code of 1986 (the
"Code") (including, without limitation, under Section 414(b), (c), (m) or (o) of
the Code or Section 4001 of ERISA, at any relevant time ("Pepin Benefit Plans").

     3.18 Patents,  Trademarks and  Intellectual  Prope!V Ri2hts.  Pepin owns or
possesses  sufficient  legal rights to all patents,  trademarks,  service marks,
trade names, copyrights,  trade secrets,  licenses,  infon-nation,  Internet web
site(s)  proprietary  rights and  processes  necessary  for its  business as now
conducted  without any conflict  with or  infringement  of the rights of others.
'Mere are no outstanding options, licenses or agreements of any kind relating to
the foregoing,  and Pepin is not bound by, or a party to, any options,  licenses
or agreements ofany kind with respect to the patents, trademarks, service marks,
trade names,  copyrights,  trade  secrets,  licenses,  information,  proprietary
rights and processes of any other person or entity.

     3.19 Brokers. Except as set out in Schedule 3.19, all negotiations relative
to this Agreement and the transactions contemplated hereby have been carried out
by Pepin  directly  with the Seller  without the  intervention  of any Person on
behalf  of Pepin  in such a manner  as to give  rise to any  valid  claim by any
Person  against any Seller for a findees fee,  brokerage  commission  or similar
payment.


     3.20  Subsidiaries.  Except  as  listed  in  Schedule  3.20,  Pepin  has no
Subsidiaries.

     3.21 Purchase for Investment

     (a) Seller is acquiring the Company  Shares for  investment for Sellees own
account  and not as a  nominee  or agen@  and not with a view to the  resale  or
distribution  of any part  thereof,  and  Seller  has no  present  intention  of
selling,  granting any  participation  in, or otherwise  distributing  the same.
Except for 5% of shares to Bruce Scambler, the Seller further represents that he
does not have any contract undertaking, agreement or arrangement with any person
to sell,  transfer  or grant a  participation  to such  person  or to any  third
person, with respect to any of the Company Shares.

     (b) Seller understands that the Company Shares are not registered under the
Act on the ground that the sale and the  issuance  of  securities  hereunder  is
exempt from  registration  under the Act pursuant to Section 4(2)  thereof,  and
that  the  Company's  reliance  on  such  exemption  is  predicated  on  Sellees
representations  set forth herein.  Seller is an  "accredited  investor" as that
term is defined in Rule 501(a) of Regulation D under the Act.

     3.22  Investment  Experience.  Seller  acknowledges  that he can  bear  the
economic risk of its



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<PAGE>

investment  and has such  knowledge  and  experience  in financial  and business
matters that he is capable of evaluating  the merits and risks of the investment
in the Company Shares.

     3.23 Information. The Seller has carefully reviewed such information as Sel
er deemed necessary to evaluate an investment in the Company Shares. To the full
satisfaction  of  Seller,  he has  been  furnished  all  materials  that  he has
requested  including  Reserve  Reports on  current  properties  relating  to the
Company and the issuance of the Company  Shares  hereunder,  and Seller has been
afforded the opportunity to ask questions of  representatives  of the Company to
obtain any information  necessary to verify the accuracy of any  representations
or  information  made or  given to the  Seller.  Notwithstanding  the  foregoin&
nothing herein shall derogate from or otherwise modify the  representations  and
warranties of the Company set forth in this Agreemen@ on which Seller has relied
in making an exchange of the Pepin Shares for the Company Shares.

     3.24 Restricted Securities.  Seller understands that the Company Shares may
not be sold,  transferred,  or otherwise disposed of without  registration under
the Act or an  exemption  therefrom,  and  that in the  absence  ofan  effective
registration  statement  covering the Company Shares orany  available  exemption
from  registration  under the Ac@ the Company Shares must be held  indefinitely.
Seller is aware that the  Company  Shares may not be sold  pursuant  to Rule 144
promulgated  under the Act unless  all of the  conditions  ofthat  Rule are met.
Among  the  conditions  for use of Rule  144 may be the  availability  ofcuffent
information  to the public  about the  Company.  The  Company  will use its best
efforts to make available current public information to present the shares to be
sold pursuant to Rule 144.


     3.25 Financial  Condition The Seller agrees to produce within 45 days after
closing,  Audited Financial  Statements of Pepin for the year ended December 31,
1999,  consistent  with the  Financial  Statements  attached as Exhibit . Should
Pepin,  Inc.  fail to produce such  audited  financial  statements,  Company may
instruct Company auditors at Pepin's cost.


     3.26 Issuance ofshares to Emplaees.  Certain employees ofthe Company shall,
subsequent  to the merger,  be issued common  shares,  which  issuance  shall be
limited as follows:


     (a) Such  issuances,  ifany,  shall be agreed  to by the board  ofdirectors
ofthe company.

     (b) J. Paul Pepin to be elected a a member ofboard of Directors for as long
as Sellers hold either 1,000,000 shares and/or has pledged shares at a financial
institution for benefit of Company.

     (c)  Anti-Dilution.  Not more than 25% of cur-rent number of Company shares
may be issued without consent of Sellers up to December 31, 2000.

                                   ARTICLE IV

                                INDEMNIFICATION


     4.1 Indemnity of Seller.  The Company agrees to defend,  indemnify and hold
harmless  Seller from and agains@ and to  reimburse  Seller with respect to, all
liabilities,   losses,  costs  and  expenses,   including,  without  limitation,
reasonable  attomeys'fees  and  disbursements,  asserted  againstor  incurred by
Seller by reason of, arising out of, or in connection  with any material  breach
of any  representation  or  warranty  contained  in this  Agreement  made by the
Company or in any document or certificate  delivered by the Company  pursuant to
the  provisions  of  this  Agreement  or in  connection  with  the  transactions
contemplated thereby.




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<PAGE>



     4.2 Indemnity of the Company.  Seller agrees to defend,  indemnify and hold
hartnless the Company from and agains@ and to reimburse the Company with respect
to, all liabilities,  losses, costs and expenses, including, without limitation,
reasonable  attorneys' fees and  disbursements,  asserted against or incurred by
the Company by reason of,  arising out of, or in  connection  with any  material
breach of any representation or warranty contained in this Agreement and made by
Seller or in any document or  certificate  delivered  by Seller  pursuant to the
provisions of this Agreement or in connection with the transactions contemplated
thereby.

     4.3  Indemnification  Procedure.  A party (an  "Indemnified  Party")seeking
indemnirication  shall give prompt notice to the other party (the  "Indemnifying
Party)  of any claim for  indemnification  arising  under  this  Article  4. The
Indemnifying  Party shall have the right to assume and to control the defense of
any such claim with counsel reasonably  acceptable to such Indemnified Party, at
the  Indemnifying  Party's own cost and expense,  including the cost and expense
ofreasonable  attorneys fees and  disbursements in connection with such defense,
in which event the Indemnifying Party shall not be obligated to pay the fees and
disbursements of separate counsel for such in such action. In the event however,
that such Indemnified Party's legal counsel shall determine that defenses may be
available to such  Indemnified  Party that are different  from or in addition to
those available to the  Indemnifying  Party,  in that there could  reasonably be
expected  to be a  conflict  of  interest  if such  Indemnifying  Party  and the
Indemnified  Party  have  common  counsel  in  any  such  proceeding,  or if the
Indemnified Party has not assumed the defense of the action or proceedings, then
such Indemnifying  Party may employ separate counsel to represent or defend such
Indemnified  Party, and the Indemnifying Party shall pay the reasonable fees and
disbursements of counsel for such  Indemnified  Party. No settlement of any such
claim or payment.  in connection with any such settlement  shall be made without
the  prior  consent  of  the  Indemnifying  Party  which  consent  shall  not be
unreasonably withheld.



                                  MISCELLANEOUS

     5.1  Survival  of   RepLesentations,   Warranties   and   Am-eements.   All
representations  and  warranties  and  statements  made  by a  party  to in this
Agreement  or in any document or  certificate  delivered  pursuant  hereto shall
survive the Closing Date until one year from the Closing Date. -

     5.2 Notice.  All  communications,  notices,  requests,  consents or demands
given or required under this  Agreement  shall be in writing and shall be deemed
to have been duly given when delivered to, or received by prepaid  registered or
certified mail or recognized  overnight courier addressed to, or upon receipt of
a facsimile sent to, the party for whom intended,  as follows,  or to such other
address or  facsimile  number as may be furnished by such party by notice in the
manner provided herein:

                  If to the Company:        Power Exploration
                                            5416 Birchman Avenue
                                            Fort Worth, Texas 76107


                  If to the Seller:         Pepin Oil Company
                                            P.O. Box 1936
                                            Stillwater, Ok


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<PAGE>



     5.3 Entire  Agreement.  This  Agreement  the  Disclosure  Schedule  and any
instruments and agreements to be executed pursuant to this Agreement, sets forth
the entire  understanding  of the  parties  hereto  with  respect to its subject
matter, merges and supersedes all prior and contemporaneous  understandings with
respect to its subject matter and may not be waived or modified,  in whole or in
par@ except by a writing signed by each of the parties hereto.  No waiver of any
provision of this  Agreement  in any instance  shall be deemed to be a waiver of
the same or any other provision in any other  instance.  Failure of any party to
enforce any  provision of this  Agreement  shall not be construed as a waiver of
its rights under such provision.


     5.4  Successors  and  Assigns.   This  Agreement  shall  be  binding  upon,
enforceable  against and inure to the  benefit of, the parties  hereto and their
respective   heirs,   administrators,   executors,   personal   representatives,
successors  and  assigns,  and  nothing  herein is  intended to confer any righ@
remedy or benefit upon any other person.  This  Agreement may not be assigned by
any party hereto  except with the prior  written  consent of the other  parties,
which consent shall not be unreasonably withheld.


     5.5  Governing  Law.  This  Agreement  will be  construed  and  enforced in
accordance  with and  governed  by the laws of the State of  Nevada,  except for
matters  arising  under the Act without  reference to principles of conflicts of
law. Each of the parties consents to thejurisdiction of the federal courts whose
districts encompass any part ofthe State ofnevada in connection with any dispute
arising under this Agreement and hereby waives,  to the maximum extent permitted
by law, any objection, including any objection based on forum non conveniens, to
the bringing of such proceeding in  suchjurisdictions.  Each party hereby agrees
that if another party to this Agreement  obtains  ajudgment against it in such a
proceeding,   the  party  which  obtained  suchjudginent  may  enforce  same  by
sunnnaryjudginent in the courts of any country havingjurisdiction over the party
against  whom such  judgment  was  obtained,  and each party  hereby  waives any
defenses  available to it under local law and agrees to the  enforcement of such
ajudgment.  Each party to this Agreement  irrevocably consents to the service of
process in any such proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid,  to such party at its address set forth herein.
Nothing herein shall affect the right of any party to serve process in any other
manner permitted by law.

     5.6 Counterparts.  This Agreement may be executed in multiple counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

     5.7 Construction.  Headings contained in this Agreement are for convenience
only and shall not be used in the  interpretation of this Agreement.  References
herein to Articles,  Sections and  Exhibits  are to the  articles,  sections and
exhibits,  respectively,  of this Agreement.  The Disclosure  Schedule is hereby
incorporated  herein by  reference  and made a part of this  Agreement.  As used
herein, the singular includes the plural, and the masculine, feminine and neuter
gender each includes the others where the context so indicates.

     5.8 Severabiliiy. Ifany provision ofthis Agreement is held to be invalid or
unenforceable  by a court  of  competentjurisdiction,  this  Agreement  shall be
interpreted  and  enforceable as if such provision were severed or limited,  but
only to the  extent  necessary  to  render  such  provision  and this  Agreement
enforceable.

     5.9 Good Faith and Fair  Dealings:  Company and Seller agree to deal fairly
with  each  other  and to  negotiate  in good  faith  in  connection  with  this
transaction,  and the closing ofthis  transaction.  Company and Sellers mutually
represent  that they have and will continue to deal with the other in good faith
in connection with all matters relating to this agreement.


                                    85

<PAGE>




         IN  WITNESS  WHEREOF  each of the  parties  hereto  has  executed  this
Agreement as of the date first set forth above.



Power Exploration Company


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


The Sellers of
Pepin Oil Company, Inc.


/s/ J. Paul Pepin
-----------------------
J. Paul Pepin



-----------------------
Art Pepin



-----------------------
Jill Pepin



-----------------------
Pam Bass



-----------------------
Tom Pepin



                                    86