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 Trident III,  L.L.C.  ("Trident")  a Cayman
Islands,  West Indies  exempted  company with a principal  office located at 802
West Bay Road, Grand Cayman BWI, with respect to the following:

                                    RECITALS

         WHEREAS,  contemporaneous  with the execution of the within  Agreement,
the parties  hereto 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 are
thereby compromising disputed issues arising between Power and Trident; 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 Trident agree
as follows:

1. Purchase of Stock as Consideration for Release.

         Upon the terms and conditions  contained herein,  Power agrees to sell,
and Trident  agrees to buy, Two hundred and seventy nine thousand  eight hundred
and sixty one  (279,861)  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.

         Trident hereby acknowledges delivery and receipt of the Stock.

3. Representation and Warranties of Trident:

     a.   Trident 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").  Trident  acknowledges  that it has been
          advised and is aware that

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          (i) Power is relying upon an exemption  under the Act predicated  upon
          Trident's  representations and warranties contained in this Agreement,
          and (ii) the Shares issued to Trident  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.   Trident has received all of the information it considers  necessary or
          appropriate for determining whether to purchase the Shares. Trident is
          familiar with the business,  affairs,  risks and  properties of Power.
          Trident 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.  Trident  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.   Trident 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.   Trident is  relying  solely  upon  independent  consultation  with its
          professional,  legal,  tax and accounting  advisors and such others as
          Trident deems to be appropriate in purchasing the Shares;  Trident 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.   Trident  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.   Trident understands that there may be no market for the Shares.

     g.   Trident's financial condition is such that Trident 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,
          Trident  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


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          (2)  Trident 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,  Trident 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.   Trident  confers full authority upon Power (i) t 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.   Trident   understands   that   Power   is   relying   upon   Trident'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,  Trident 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.  Trident 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.

     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.

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     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 Trident 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 Trident 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.  Trident hereby  acknowledge  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.

     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.

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     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

                  TRIDENT III, L.L.C.


                  By:/s/Jeffrey W. Tomz
                     ---------------------
                  Printed Name: Jeffrey W. Tomz
                  Title: Director


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