COMPROMISE SETTLEMENT AGREEMENT
                               AND MUTUAL RELEASE



1.  Parties.  This  Compromise  Settlement  Agreement  and Mutual  Release  (the
"Release) is dated this 20th day of December, 1999 (the "Effective Date") and is
by and between Power Exploration,  Inc., a Nevada corporation  formerly known as
Titan Energy Corp.,  Inc. a Colorado  corporation  ("Power"),  Benchmark  Equity
Group, Inc., a Delaware  corporation  ("Benchmark"),  Rife Oil Properties,  Inc.
("Rife")  and Jeffrey W. Tomz  ("Tomz") an  individual  and resident of Brazoria
County, Texas. Power, Benchmark,  Rife and Tomz represent,  covenant,  agree to,
and accept the  statements,  terms and  conditions  hereof as evidenced by their
respective signatures below.

2. Recitals. The alleged facts and circumstances giving rise to this Release are
as set forth hereinbelow.

     2.1. Titan Energy Corp., Inc., ("Titan")  predecessor-in-interest  to Power
Exploration,  Inc. and Benchmark  executed a document  entitled  Loan  Agreement
("Titan Loan  Agreement")  dated to be effective May 7, 1998. A true and correct
copy of the Titan Loan  Agreement  is  attached  hereto  marked  Exhibit "A" and
incorporated herein by reference for all purposes.

     2.2.  In  connection  with the Titan Loan  Agreement,  Titan and  Benchmark
executed a document  entitled  Line of Credit Note  ("Titan  Note")  dated to be
effective  May 7, 1998.  A true and  correct  copy of the Titan Note is attached
hereto as Exhibit "B" and  incorporated  herein by reference  for all  purposes.
Pursuant to the terms of the Titan Note,  Titan promised to pay to Benchmark the
principal amount of $500,000 bearing interest and payable as therein provided.

     2.3.  Further  in  connection  with the  Titan  Loan  Agreement,  Titan and
Benchmark  executed a document  entitled  Security  Agreement  ("Titan  Security
Agreement")  dated to be  effective  May 7, 1998. A true and correct copy of the
unexecuted  Titan Security  Agreement is attached  hereto marked Exhibit "C" and
incorporated herein by reference for all purposes.  Pursuant to the terms of the
Titan  Security  Agreement,  Titan  granted to Benchmark a security  interest in
certain assets of Titan as more fully described therein.

         2.4.  To secure  repayment  of the debt  evidenced  by the Titan  Note,
Benchmark  as pledgee  and Rife as Pledgor  executed a document,  together  with
Titan,  entitled  Pledge  Agreement  ("Titan  Pledge  Agreement")  dated  to  be
effective  May 7, 1998 whereby Rife was required to pledge to Benchmark  200,000
shares of Titan  common  stock.  A true and  correct  copy of the  Titan  Pledge
Agreement  is attached  hereto  marked  Exhibit "D" and  incorporated  herein by
reference for all purposes.  In performance of the Titan Pledge Agreement,  Rife
delivered to Benchmark  certificate number 91005 for 2,000,000 million shares of
Titan  common stock of which  200,000  shares were to be pledged and the balance
returned to Rife.


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         2.5. In connection with the Titan Loan  Agreement,  Titan and Benchmark
executed a document  entitled Common Stock Warrant  Agreement  ("Titan Warrant")
dated to be effective  May 7, 1998. A true and correct copy of the Titan Warrant
is attached hereto marked Exhibit "E" and  incorporated  herein by reference for
all purposes  (with the executed  Titan Warrant being  identical to the document
attached at Exhibit "E" but for the  inclusion of the  signature of  Benchmark).
Pursuant to the terms of the Titan  Warrant,  Benchmark was granted an option to
acquire  400,000  shares of  unregistered  common  stock of Titan at an exercise
price of $2.50 per share.

         2.6. Pursuant to agreement between Titan, Benchmark and Tomz, the Titan
Warrant  was not  exercised  and  rather was  retired  and  warrants  were to be
reissued in connection  with the Titan Loan Agreement.  Specifically,  Power and
Benchmark  executed a document  entitled Common Stock Warrant  Agreement ("Power
Benchmark  Warrant") dated to be effective  October 21, 1998. A true and correct
copy of the Power  Benchmark  Warrant  is  attached  hereto at  Exhibit  "F" and
incorporated  herein by  reference  for all purposes  (with the  executed  Power
Benchmark  Warrant  being  identical  to the document at Exhibit "F" but for the
inclusion of signatures).  Pursuant to the terms of the Power Benchmark Warrant,
Benchmark was granted an option to acquire 375,000 shares of unregistered common
stock of Power at an  exercise  price of $1.00  per  share.  Attached  hereto at
Exhibit "G" is a true and correct copy of the election by Benchmark  ("Benchmark
Election")  to exercise  its rights to acquire  the stock  pursuant to the Power
Benchmark  Warrant  under the cashless  exercise  provision  described  therein.
Further,  Power and Tomz  executed  a document  entitled  Common  Stock  Warrant
Agreement  ("Power Tomz Warrant") dated to be effective October 21, 1998. A true
and correct copy of the Power Tomz Warrant is attached hereto at Exhibit "H" and
incorporated  herein by  reference  for all purposes  (with the  executed  Power
Benchmark  Warrant  being  identical  to the document at Exhibit "G" but for the
inclusion of signatures).  Pursuant to the terms of the Power Tomz Warrant, Tomz
was granted an option to acquire 50,000 shares of  unregistered  common stock of
Power at an exercise price of $1.00 per share. Attached hereto at Exhibit "I" is
a true and correct  copy of the election by Tomz ("Tomz  Election")  to exercise
his rights to acquire  the stock  pursuant to the Power Tomz  Warrant  under the
cashless exercise provision described therein.

     2.7. In connection with the Titan Loan Agreement, the following were issued
(collectively, the "Miscellaneous Titan Warrants"):

     a. Warrant Certificate dated to be effective May 15, 1998, granting Marc N.
Siegel a right to acquire 30,000 shares of common stock of Titan;

     b. Warrant  Certificate dated to be effective May 15, 1998,  granting Alvin
Mirman a right to acquire 30,000 shares of common stock of Titan;

     c.  Warrant  Certificate  dated to be effective  May 15, 1998,  granting to
Grady Hatch and Company,  Inc. a right to acquire  15,000 shares of common stock
of Titan; and

COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE


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     d. The parties  hereto hereby agree that any warrants or options  issued to
either Benchmark, its affiliates, or any individuals related thereto, including,
without limitation, Tomz, are hereby extinguished.

     2.8. Titan, Benchmark,  Rife and Tomz wish to settle the matters pertaining
to the Titan Loan Agreement,  Titan Note, Titan Security Agreement, Titan Pledge
Agreement,  Titan Warrant,  Power Benchmark Warrant,  Benchmark Election,  Power
Tomz Warrant, Tomz Election and Miscellaneous Titan Warrants (collectively,  the
"Transaction  Documents")  and have  reached an  agreement to that effect as set
forth herein.

3.  Consideration.  Consideration for this Release is the mutual promises herein
and each  act done by the  parties  hereto  pursuant  hereto,  the  receipt  and
sufficiency of which is acknowledged by the parties hereto, and the following:

     a) The  issuance to  Benchmark  of 500,000  shares of Power  common  stock,
restricted under Rule 144, by certificate in the form attached hereto at Exhibit
"J" and  incorporated  herein by reference for all purposes  ("Power  Restricted
Stock"),  the  delivery  and  receipt  of which is hereby  acknowledged;  b) The
agreement by Power to register  the 500,000  shares of Power  Restricted  Stock,
restricted  under Rule 144, at the time that Power next files a SEC Registration
Statement; and c). If any of the stock acquired hereunder is not registered,  is
held by the holder for the time  required  under Rule 144 and the legend is then
removed, then Benchmark agrees, with regard to the stock acquired hereunder, not
to sell more than 1% of the outstanding shares of Power every 90 days.

The parties hereto  acknowledge that they will not be entitled to any additional
consideration  for the  execution  of this Release  other than as expressly  set
forth and provided for herein.  By their  signatures  below,  the parties hereto
acknowledge the receipt and sufficiency of the  consideration  evidenced by this
Release, including Benchmark's receipt of the Power Restricted Stock.

4. No Pending Claims. Benchmark and Tomz warrant and represent that there are no
claims against any party hereto or any party in any way related hereto, which is
either pending,  threatened or of which  Benchmark,  Tomz or Power are otherwise
aware.   Benchmark  and  Tomz  acknowledge  that  Power  is  relying  upon  this
representation  and that this  representation  is a material  inducement  to the
execution of this Release by Power.

     5. Mutual Releases.  In consideration of the agreements and compromises set
forth herein, Benchmark, Tomz, Rife and Power each agree, covenant and represent
as follows:

COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE

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         5.1.  Except for the  obligations  of  Benchmark  and Tomz as set forth
herein,  Power and Rife hereby release,  acquit and forever discharge  Benchmark
and Tomz,  and their  respective  current and former  stockholders,  successors,
assigns,  agents,  directors,  officers,  affiliates  (as  commonly  used and as
defined in the Titan Loan  Agreement),  employees,  representatives,  attorneys,
divisions, subsidiaries, affiliates (and agents, directors, officers, employees,
representatives  and attorneys of such divisions,  subsidiaries and affiliates),
administrators,  predecessors-in-  interest and  successors-in-interest,  of and
from any and all claims, demands,  actions and causes of action of whatever kind
or  character  which  Power and Rife may now  have,  whether  known or  unknown,
asserted  or  unasserted,  arising  out of or  connected  in any  way  with  the
relationship between Benchmark,  Power, Titan, Rife and Tomz including,  without
limitation,  the  Transaction  Documents  and any and all other matters from the
beginning  of time until the date  hereof,  and  excluding  enforcement  of this
release.

         5.2.  Benchmark and Tomz hereby release,  acquit and forever  discharge
Power,  Rife and Titan and their  respective  current  and former  stockholders,
successors,  assigns, agents, directors,  officers, affiliates (as commonly used
and as  defined  in  the  Titan  Loan  Agreement),  employees,  representatives,
attorneys, divisions,  subsidiaries (and agents, directors, officers, employees,
representatives  and attorneys of such divisions,  subsidiaries and affiliates),
administrators, predecessors-in-interest and successors-in-interest, of and from
any and all claims,  demands,  actions and causes of action of whatever  kind or
character  which  Benchmark  and Tomz may now have,  whether  known or  unknown,
asserted  or  unasserted,  arising  out of or  connected  in any  way  with  the
relationship between Benchmark,  Power, Titan, Rife and Tomz including,  without
limitation,  the  Transaction  Documents  and any and all other matters from the
beginning  of time until the date  hereof,  and  excluding  enforcement  of this
release.

6.  Settlement of a Disputed  Obligation.  The agreements  being made herein are
merely to settle  disputed claims and are not to be construed as an admission of
any fault or liability of any party hereto,  such being hereby  specifically and
expressly denied by each party hereto.

7.  Authorization.  The making and  performance  of this  Release  has been duly
authorized and is approved by each party hereto.  This Release  constitutes  the
legal,  valid and binding  obligation of each party hereto and is enforceable in
accordance with its terms.  In addition,  the undersigned are duly authorized by
the  respective  parties  to  execute  this  Release  in  their   representative
capacities by all necessary proceedings.

8.  Representation  of Ownership and  Indemnification.  Each party hereto and/or
their  subsidiaries  represent  and covenant that they are the owners of any and
all claims at issue herein or in any way  relating to or  involving  the subject
matter set

COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE

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forth herein.  Further,  Benchmark and Tomz warrant and represent that there are
no warrants existing in favor of Benchmark, Tomz, or any entity or individual in
any way  related  thereto  of which  there are  aware to  acquire  Power  stock.
Benchmark  agrees  to  indemnify  and hold  harmless  Power for all  matters  in
connection with the Miscellaneous  Titan Warrants.  This provision shall survive
any termination of this Release.

9. Review and  Understanding.  Each party hereto has  reviewed  this Release and
they (a) understand fully the terms of this Release and its consequences and (b)
have had this Release reviewed by competent legal counsel of their choice.

10. No Other  Representations.  Execution  of this  Release  is not  based  upon
reliance by any party hereto upon any representation, understanding or agreement
that is not  expressly  set  forth  herein,  and no  party  hereto  has made any
representations  which are not expressly set forth herein; and further,  but not
in limitation  of the  foregoing,  no party hereto has made any  representations
which  affect  the  consideration  or any  condition  for which the  Release  is
executed which has not been expressly embodied and fully set forth herein.

11. Binding Effect.  This Release shall be binding upon and inure to the benefit
of the parties hereto and their respective successors, assigns, heirs, and legal
representatives,  but shall not be binding  upon any party  until  signed by all
parties.  It is  expressly  understood  and  agreed  that the terms  hereof  are
contractual in nature,  including  those set forth in the provisions  designated
"Recitals," and are not mere recitals,  that the agreements herein contained and
the  consideration  transferred  hereby are to buy peace, and the  consideration
transferred  and  conveyed  hereby  shall not be  construed  as an  admission of
liability by any of the parties to this Release.

12.  Modification.  No  modification  or  amendment  of this  Release  shall  be
effective unless such  modification or amendment is in writing and signed by all
parties hereto.

13.  Gender and Number.  Throughout  this  Release,  the  singular  number shall
include the plural,  the plural shall include the  singular,  and the use of any
gender shall be applicable to all genders.

14.  Governing Law. The  interpretation,  construction,  and performance of this
Release  shall be  governed  by the laws of the State of Texas,  without  giving
effect to  conflict  of laws  principles,  and this  Release is  performable  in
Tarrant County, Texas.

15.  Headings.  The headings of this Release have been included only for ease of
reference  for the subject  covered by each  provision and are not to be used in
construing this Release or in ascertaining its meaning.

COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE


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16. Severability.  If any portion of this Release shall be held to be invalid or
inoperative,  then, so far as is reasonable and possible,  the remainder of this
Release shall be considered valid and operative, and no effect shall be given to
the intent manifested by the portion held invalid or inoperative.

17. Execution of Necessary  Documents.  Each party hereto further  covenants and
agrees to execute any and all documents  necessary to effectuate  the provisions
of this  Release  and to  cooperate  fully with each other in  carrying  out the
provisions of this Release.

18.  Survival.  Each and every  provision  of this  Release  shall  survive  the
execution hereof.

19. Entire  Agreement.  This  Agreement and the Purchase  Agreement of even date
herewith executed between Power and Benchmark  incorporated  herein by reference
for all purposes  constitute the entire agreement between the parties hereto and
supersedes   all   prior   and   contemporaneous   agreements,   understandings,
negotiations and discussions,  whether oral or written. There are no warranties,
representations,  or other agreements between the parties in connection with the
subject matter hereof, except as specifically set forth herein.

20. Attorneys' Fees. In the event of any litigation  concerning any controversy,
claim or dispute  between each party  hereto  arising out of or relating to this
Release or the breach hereof, or the interpretation hereof, the prevailing party
shall  be  entitled  to  recover  from the  losing  party  reasonable  expenses,
attorneys'  fees, and costs incurred therein or in the enforcement or collection
of any judgment or award  rendered  therein.  The  "prevailing  party" means the
party determined by the court to have most nearly prevailed,  even if such party
did not prevail in all matters,  and is not necessarily the one in whose favor a
judgment is rendered.

21.  Broadest  Nature.  Each party  warrants  that this  Release is to be of the
broadest  nature and is to be  dispositive  of all  matters  between the parties
hereto with  respect to the  Transaction  Documents  and all matters at issue in
each,  directly and  indirectly.  Further,  Benchmark  warrants  that it has not
recorded in any  jurisdiction  with any entity the Titan Security  Agreement nor
any document in any way related thereto including, without limitation, any UCC-1
forms.

22. Joint  Preparation.  This Release was prepared jointly by the parties hereto
and not by any one to the exclusion of the other.


COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE


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IN WITNESS WHEREOF, the parties have caused this Release to be duly executed and
delivered as of the Effective Date.

Power Exploration, Inc.                             Benchmark Equity Group, Inc.


By:/s/ Joe Bill Bennett                              By: /s/ Frank DeLape
   ----------------------------                          ----------------
Printed Name: Joe Bill Bennett                       Printed Name: Frank Delape
Title:   President                                   Title:  CEO


Rife Oil Properties, Inc.


By: /s/ M. O. Rife III                                /s/ Jeffrey W. Tomz
   ---------------------------------                 --------------------
Printed Name: M. O. Rife III                         Jeffrey W. Tomz
Title: President



COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE


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