PURCHASE AGREEMENT

         This Purchase  Agreement  ("Agreement") is made effective this 20th day
of December,  1999  ("Effective  Date") by and between Power  Exploration,  Inc.
("Power"),  a Nevada  corporation  with a principal  office at 5020  Collinwood,
Suite 201, Fort Worth,  Texas, and Benchmark Equity Group, Inc.  ("Benchmark") a
Delaware corporation with a principal office at 700 Gemini Road, Houston, Texas,
with respect to the following:

                                    RECITALS

         WHEREAS,  contemporaneous  with the execution of the within  Agreement,
the parties hereto, together with Rife Oil Properties, Inc. ("Rife") and Jeffrey
W. Tomz  ("Tomz"),  have  executed a Mutual  Release and  Compromise  Settlement
Agreement  ("Release")  the terms of which  Release are  incorporated  herein by
reference for all purposes;

         WHEREAS,  pursuant  to the terms of the  Release  the  parties  hereto,
together with Rife and Tomz, are thereby  compromising  disputed  issues arising
between Power and Benchmark; and

         WHEREAS,  as part of the  consideration  for the  Release  the  parties
hereto are hereby entering into the within Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and adequacy of which is  expressly  acknowledged,  Power and  Benchmark
agree as follows:

1. Purchase of Stock as Consideration for Release.

         Upon the terms and conditions  contained herein,  Power agrees to sell,
and Benchmark agrees to buy, Five hundred  thousand  (500,000) shares of Power's
common  stock  ("Stock"  or  "Shares")  restricted  pursuant  to Rule 144 of the
Securities  Act of 1933  (the  "Act"),  in  exchange  for the  mutual  promises,
covenants and agreements set forth in the Release. Power common stock has traded
in over the counter  trading on the  electronic  bulletin board at between $2.50
and $8.25 during the ninety day period ending on January 25, 2000.

2. Delivery of Stock.

         Benchmark hereby acknowledges delivery and receipt of the Stock.

3. Representation and Warranties of Benchmark:

               a.  Benchmark is acquiring the Shares for its own account and not
               with a  view  to  any  distribution  within  the  meaning  of the
               Securities  Act  of  1933,  as  amended  (the  "Act").  Benchmark
               acknowledges that it has been advised and is aware that (i)


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               Power  is  relying  upon  an exemption  under the Act  predicated
               upon Benchmark's representations and warranties contained in this
               Agreement,  and (ii) the Shares  issued to Benchmark  pursuant to
               this Agreement  will be "restricted  stock" within the meaning of
               the rules and regulations (the "Rules") promulgated by the United
               States Securities and Exchange Commission ("SEC") pursuant to the
               Act. Unless,  and until, the Shares are registered under the Act,
               they will be subject to limitations  upon resale set forth in the
               Rules or in other  administrative  interpretations  by the SEC in
               effect at the time of the proposed sale or other disposition.

               b.  Benchmark  has  received all of the  information  i considers
               necessary or appropriate for determining  whether to purchase the
               Shares.  Benchmark is familiar with the business,  affairs, risks
               and properties of Power.  Benchmark has had an opportunity to ask
               questions of and receive  answers from Power,  and its  officers,
               directors and other representatives regarding Power and the terms
               and  conditions of the offering of the Shares.  Benchmark has had
               the  opportunity  to  obtain  any  additional  information  Power
               possesses  or  could  acquire  without   unreasonable  effort  or
               expense,  necessary  to verify the  accuracy  of the  information
               furnished.

               c.  Benchmark  has such  knowledge and expertise in financial and
               business  matters that it is capable of evaluating the merits and
               substantial  risks of an  investment in the Shares and is able to
               bear the  economic  risks  relevant to the purchase of the Shares
               hereunder.

               d. Benchmark is relying solely upon independent consultation with
               its  professional,  legal,  tax and accounting  advisors and such
               others as Benchmark  deems to be  appropriate  in purchasing  the
               Shares;  Benchmark has been advised to, and has  consulted  with,
               its  professional  tax and legal advisors with respect to any tax
               consequences of investing in Power.

               e. Benchmark  recognizes  that an investment in the securities of
               Power involves  substantial  risk and understands all of the risk
               factors related to the purchase of the Shares.

               f.  Benchmark  understands  that  there may be no market  for the
               Shares.

               g.  Benchmark's  financial  condition  is such that  Benchmark is
               under no present or  contemplated  future  need to dispose of any
               portion  of  Shares  to  satisfy  any  existing  or  contemplated
               undertaking, need or indebtedness.

               h.  Without  in any way  limiting  the  representation  set forth
               above,  Benchmark  further agrees not to make any  disposition of
               all or any portion of the Shares unless and until:

               (1)  There is then in effect a registration  statement  under the
                    Act covering such proposed  disposition and such disposition
                    is made in accordance with such registration statement; or


         COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE

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               (2)  Benchmark   shall  have  notified   Power  of  the  proposed
                    disposition  and shall have furnished  Power with a detailed
                    statement  of the  circumstances  surrounding  the  proposed
                    disposition, and if requested by Power, Benchmark shall have
                    furnished  Power  with an  opinion  of  counsel,  reasonably
                    satisfactory to Power and its counsel, that such disposition
                    will not require registration under the Act.

               i. It is understood that the  certificates  evidencing the Shares
               will bear substantially the following legends:

               "The securities  evidenced  hereby have not been registered under
               the  Securities Act of 1933, as amended (the "Act") nor qualified
               under the securities laws of any states,  and have been issued in
               reliance upon exemptions from such registration and qualification
               for nonpublic offerings. Accordingly, the sale, transfer, pledge,
               hypothecation, or other disposition of any such securities or any
               interest  therein may not be  accomplished  except pursuant to an
               effective  registration statement under the Act and qualification
               under applicable State securities laws, or pursuant to an opinion
               of counsel,  satisfactory  in form and substance to Power, to the
               effect  that  such   registration  and   qualification   are  not
               required."

               j.  Benchmark  confers full  authority upon Power (i) to instruct
               its transfer agent not to transfer any of the Shares until it has
               received written approval from Power and (ii) affix the legend in
               subparagraph  (i)  above  to  the  face  of  the  certificate  or
               certificates representing the Shares.

               k. Benchmark  understands  that Power is relying upo  Benchmark's
               representations  and warranties as contained in this Agreement in
               consummating   the  sale  and  transfer  of  the  Shares  without
               registering them under the Act or any law.  Therefore,  Benchmark
               agrees to indemnify Power against, and hold it harmless from, all
               losses,  liabilities,  costs,  penalties and expenses  (including
               attorney's  fees) which arise as a result of a sale,  exchange or
               other  transfer of the Shares other than as permitted  under this
               Agreement.  Benchmark further understands that Power will make an
               appropriate  notation on its transfer records of the restrictions
               applicable to these Shares.

4.   Representations  and  Warranties of Power.  Power  represents  and warrants
     that:

     a    Power is a corporation duly organized, validly existing under the laws
          of the State of Nevada.



         COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE


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     b.   Power has all necessary  corporate  power and authority under the laws
          of  Nevada  and  all  other  applicable  provisions  of law to own its
          properties  and other assets now owned by it, to carry on its business
          as now being  conducted,  and to execute and deliver and carry out the
          provisions of this Agreement.

     c.   All  corporate  action on the part of Power  required  for the  lawful
          execution and delivery of this  Agreement and the issuance,  execution
          and delivery of the Shares has been duly and effectively  taken.  Upon
          execution and delivery,  this  Agreement  will  constitute a valid and
          binding obligation of Power, enforceable in accordance with its terms,
          except as the enforceability may be limited by applicable  bankruptcy,
          insolvency or similar laws and judicial decisions affecting creditors'
          rights generally.

5.   Survival of Representations, Warranties and Covenants. The representations,
     warranties  and  covenants  made by Power and  Benchmark in this  Agreement
     shall survive the purchase and sale of the Shares.

6.   Transfer Agent  Instructions.  Power's transfer agent will be instructed to
     issue one or more stock  certificates  representing  the Stock set forth in
     Section 1 above, with the restrictive  legend set forth in Section 3 above,
     in the name of  Benchmark  and will be advised  that the  Shares  have been
     issued  pursuant to Rule 144 of the Securities  Act of 1933.  Power further
     warrants  that no stop transfer  instructions  other than  instructions  to
     issue the Shares will be given to its transfer  agent and that these Shares
     shall be freely transferable on the books and records of Power,  subject to
     compliance with applicable  securities laws and the  restrictions set forth
     herein.

7.   Stock Delivery  Instructions.  Benchmark hereby acknowledges receipt of the
     share certificates evidencing the Stock.

8.   Governing Law. This Purchase  Agreement shall be governe by and interpreted
     in accordance  with the laws of the State of Texas,  without  regard to its
     law on the  conflict of laws and any  dispute  arising  hereunder  shall be
     brought in a court of competent jurisdiction in Tarrant County, Texas.

9.       Miscellaneous.

     A.   Notices.  Any notice under this Agreement shall be deemed to have been
          sufficiently  given if sent by registered or certified  mail,  postage
          prepaid, addressed as follows:

          To the attention of the President at the address first indicated above
          for the respective entity, or any new address which the parties hereto
          may hereafter designate by notice. All notices shall be deemed to have
          been given as of the date of receipt.

         COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE

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     B.   Entire Agreement. This instrument and the Release set forth the entire
          agreement  between the parties hereto and no prior or  contemporaneous
          written  or  oral  statement  or  agreement  shall  be  recognized  or
          enforced.

     C.   Severability. If a court of competent jurisdiction determines that any
          clause  or  provision  of  this  Agreement  is  invalid,   illegal  or
          unenforceable, the other clauses and provisions of the Agreement shall
          remain in full force and effect.  The clauses and provisions which the
          Court determines are void,  illegal or unenforceable  shall be limited
          so that they remain in effect to the extent permissible by law.

     D.   Assignment. Neither party hereto may assign this Agreement without the
          express  written  consent of the other  party.  However,  if the other
          party consents to the assignment  such  assignment will be binding and
          inure to the benefit of the assignee.

     E.   Waiver of Jury  Trial.  To the extent  permitted  by law,  the parties
          hereby irrevocably waive a jury trial in the event of litigation.  The
          parties  included  this  provision  because of the cost and delay of a
          jury trial and because the parties believe that a jury trial would not
          be necessary to resolve any dispute or claim between them.

     F.   Attorney's  Fees.  If either  party  institutes  legal action or other
          proceedings (including, but not limited to, arbitration) to enforce or
          to declare any right or obligation under this Agreement or as a result
          of a breach,  default or  misrepresentation  in connection with any of
          the provisions of this  Agreement,  or otherwise  because of a dispute
          among the parties, the successful or prevailing party will be entitled
          to recover reasonable  attorney's fees.  Attorney's fees shall include
          fees for  appeals,  collections  and other  expenses  incurred in such
          action or proceeding. Legal fees shall  be  awarded in addition to any
          other relief to which the prevailing  party may be entitled.

     G.   No Third Party  Beneficiary.  Nothing in this Agreement,  expressed or
          implied,  is intended to confer any rights or remedies upon any person
          other than the parties hereto and their successors.

     H.   Further Assurances.  At any time and from time to time, after the date
          of this  Agreement,  each party hereto will  execute  such  additional
          instruments  and take such  actions  as are  reasonably  necessary  to
          confirm or perfect  title to the Shares or  otherwise to carry out the
          intent and purposes of this Agreement.

     I.   Amendment or Waiver.  Every right and remedy  provided herein shall be
          cumulative with every other right or remedy at law, or in equity,  and
          may be enforced  concurrently  herewith. No waiver by any party of the
          performance  of any  obligation  by the other shall be  construed as a
          waiver  of the  same  or  any  other  default  then,  theretofore,  or
          thereafter  occurring or existing.  At any time, this Agreement may be
          amended  by a  writing  signed  by both  parties  hereto.  Any term or
          condition of this Agreement may be waived or the time for  performance
          hereof may be extended by a writing signed by the party or parties for
          whose benefit the provision is intended.


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     J.   Headings.  The section and  subsection  headings in this Agreement are
          inserted for  convenience  only. In the event of a conflict  between a
          heading  and the text of this  Agreement,  the text shall  control the
          meaning and interpretation of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

         DATED this 20th day of December, 1999.

                  POWER EXPLORATION, INC.


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

                  BENCHMARK EQUITY GROUP, INC.


                  By: /s/ Frank DeLape
                     -------------------
                  Printed Name: Frank DeLape
                  Title:   CEO

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