Exhibit 10.1



                               ADVISORY AGREEMENT


THIS ADVISORY AGREEMENT (the "Agreement") is made this 16th day of October 2000,
by  and  between  Peter  Kristensen,  a  Utah  resident  ("Advisor")  and  Power
Exploration,  Inc., a Nevada Corporation with its offices located in Fort Worth,
Texas (the "Company").

         WHEREAS,  Advisor  and  Advisor"s  Personnel  (as  defined  below) have
experience in evaluating and effecting  acquisitions  of oil and gas properties,
acquisitions of oil and gas drilling prospects, and in performing geological and
geophysical duties for oil and gas companies; and

         WHEREAS, the Company desires to retain Advisor to advise and assist the
Company in its development on the terms and conditions set forth below.

         NOW THEREFORE,  in consideration of the mutual promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and sufficiency of which is hereby acknowledged, the Company and Advisor
agree as follows:

     New Engagement

              The  Company  hereby  retains  Advisor,  effective  as of the date
              hereof (the "Effective date") and continuing until termination, as
              provided  herein,  to assist  the  Company in it"s  effecting  the
              purchase of  businesses  and assets  relative to its  business and
              growth  strategy,  the  introduction of others that may assist the
              Company in its plans and  future and to assist in the  acquisition
              of wells and other  producing  properties  (the  "Services").  The
              Services are to be provided on a "best efforts" basis directly and
              through  Advisor"s  officers or others  employed  or retained  and
              under the direction of Advisor ("Advisor"s Personnel");  provided,
              however,  that the  Services  shall  expressly  exclude  all legal
              advice,  accounting  services  or  other  services  which  require
              licenses or certification which Advisor may not have.

     New Term

              This  Agreement  shall have an initial  term of twelve (12) months
              (the "Primary  Term"),  commencing with the Effective Date. At the
              conclusion of the Primary Term this Agreement  will  automatically
              be extended on for the same term (the  "Extension  Period") unless
              Advisor or the  Company  shall serve  written  notice on the other
              party  terminating  the Agreement.  Any notice to terminate  given
              hereunder  shall be in  writing  and shall be  delivered  at least
              thirty  (30)  days  prior  to the end of the  Primary  Term or any
              subsequent Extension Period.



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     New Time and Effort of Advisor

              Advisor  shall  allocate  time and Advisors  Personnel as it deems
              necessary to provide the Services.  The particular  amount of time
              may  vary  from day to day or week to week.  Except  as  otherwise
              agreed, Advisor"s monthly statement identifying, in general, tasks
              performed for the Company  shall be  conclusive  evidence that the
              Services  have been  performed.  Additionally,  in the  absence of
              willful misfeasance,  bad faith,  negligence or reckless disregard
              for the  obligations  or  duties  hereunder  by  Advisor,  neither
              Advisor nor Advisor"s  Personnel shall be liable to the Company or
              any of its  shareholders  for any act or omission in the course of
              or  connected  with  rendering  the  Services,  including  but not
              limited to losses that may be  sustained in any  corporate  act in
              any subsequent Business Opportunity (as defined herein) undertaken
              by the  Company  as a result  of advice  provided  by  Advisor  or
              Advisor"s Personnel.

     New Compensation

              The  Company  agrees  to  pay  Advisor  a  fee  for  the  Services
              ("Advisory  Fee") by way of the  issuance  by the  company  of One
              Hundred  Twenty-five  Thousand  (125,000)  shares of the Company"s
              common  stock as an initial  fee:  plus all  bonuses  agreed  upon
              throughout the duration of this agreement.


     New Other Services

              If the Company enters into a merger or exchanges  securities with,
              or purchases  the assets or enters into a joint  venture  with, or
              makes  an  investment  in  a  company  introduced  by  Advisor  (a
              "Business  Opportunity"),  the Company agrees to pay Advisor a fee
              equal  to  ten  percent  (10%)  of  the  value  of  each  Business
              Opportunity  introduced  by  Advisor  and  acquired  or  otherwise
              participated in by the Company  (collectively  referred to herein,
              in each  instance,  as the  "Transaction  Fee"),  which  shall  be
              payable   immediately   following   the   closing   of  each  such
              transaction, in shares of the Company"s common stock or in kind if
              an  acquisition is made at the Company"s  option,  if paid in cash
              the Transaction Fee shall be reduced to five percent (5%).

     New Registration of Shares

              The  Company  will issue  shares for the above  Initial  Fee,  all
              subsequent  Bonuses and all  Transaction  Fees as  authorized  and
              registered  under the Company"s  Form S-8  Registration  Statement
              filed  December  13,  1999  (1999  Stock  Benefit  Plan  of  Power
              Exploration, Inc.).

     New Costs and Expenses

              All third party and out-of-pocket  expenses incurred by Advisor in
              the  performance  of the Services or for the  settlement  of debts
              shall be paid by the Company,  or Advisor  shall be  reimbursed if
              paid by Advisor on behalf of the Company,  within ten (10) days of
              receipt of written notice by Consultant, provided that the Company
              must approve in advance all such expenses in excess of $500.00 per
              month.

     New Place of Services

              The Services provided by Advisor or Advisor"s  Personnel hereunder
              will  be  performed  at  Advisor"s  offices  except  as  otherwise
              mutually agreed by Advisor and the Company.


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     New  Independent Contractor

              Advisor  and  Advisor"s  Personnel  will  act  as  an  independent
              contractor in the  performance of its duties under this Agreement.
              Accordingly,  Advisor  will  be  responsible  for  payment  of all
              federal,  state and local  taxes on  compensation  paid under this
              Agreement,   including   income   and   social   security   taxes,
              unemployment  insurance,  and any  other  taxes  due  relative  to
              Advisor"s Personnel,  and any and all business license fees as may
              be  required.  This  Agreement  neither  expressly  nor  impliedly
              creates a  relationship  of principal  and agent,  or employee and
              employer,  between  Advisor"s  Personnel and the Company.  Neither
              Advisor nor Advisor"s  Personnel are  authorized to enter into any
              agreements on behalf of the Company. The Company expressly retains
              the  right  to  approve,  in  its  sole  discretion,   each  Asset
              Opportunity or Business Opportunity  introduced by Advisor, and to
              make all final  decisions  with respect to effecting a transaction
              on any Business Opportunity.

     New  Rejected Asset Opportunity or Business Opportunity

              If,  during the Primary Term of this  Agreement  or any  Extension
              Period, the Company elects not to proceed to acquire,  participate
              or invest in any Business  Opportunity  identified and/or selected
              by Advisor,  notwithstanding  the time and expense the Company may
              have   incurred   reviewing   such   transaction,   such  Business
              Opportunity  shall  revert  back  to  and  become  proprietary  to
              Advisor,  and  Advisor  shall be entitled to acquire or broker the
              sale or investment in such rejected  Business  Opportunity for its
              own  account,  or  submit  such  assets  or  Business  Opportunity
              elsewhere. In such event, Advisor shall be entitled to any and all
              profits or fees  resulting from  Advisor"s  purchase,  referral or
              placement  of  any  such  rejected  Business  Opportunity,  or the
              Company"s  subsequent  purchase or  financing  with such  Business
              Opportunity in circumvention of Advisor.

     New No Agency Express or Implied

              This  Agreement   neither   expressly  nor  impliedly   creates  a
              relationship  of  principal  and agent  between  the  Company  and
              Advisor,  or employee and employer as between Advisor"s  Personnel
              and the Company.

     New Termination

              The Company and Advisor may terminate this Agreement  prior to the
              expiration  of the  Primary  Term upon  thirty  (30) days  written
              notice  with  mutual  written  consent.  Failing  to  have  mutual
              consent,  without  prejudice  to any  other  remedy  to which  the
              terminating  party  may be  entitled,  if any,  either  party  may
              terminate  this  Agreement  with thirty (30) days  written  notice
              under the following conditions:

                         _       By the Company

                         _       If during the Primary Term of this Agreement or
                                 any  Extension  Period,  Advisor  is  unable to
                                 provide the  Services  as set forth  herein for
                                 thirty (30)  consecutive  business days because
                                 of illness,  accident,  or other  incapacity of
                                 Advisor"s Personnel; or,
                         _       If Advisor  willfully  breaches or neglects the
                                 duties  required to be performed hereunder; or,

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                         _       At Company"s option  without cause upon 30 days
                                 written notice to Advisor; or
                         _       By Advisor

                         _       If the Company breaches this Agreement or fails
                                 to make any payments or provide
                                 information required hereunder; or,
                         _       If the Company  ceases  business or, other than
                                 in  an  Initial  Merger,  sells  a  controlling
                                 interest  to a  third  party,  or  agrees  to a
                                 consolidation  or merger of itself with or into
                                 another  corporation,  or  enters  into  such a
                                 transaction   outside  of  the  scope  of  this
                                 Agreement,  or sells  substantially  all of its
                                 assets  to  another   corporation,   entity  or
                                 individual outside the scope of this agreement;
                                 or,
                         _       If the  Company  subsequent  to  the  execution
                                 hereof  has  a  receiver   appointed   for  its
                                 business  or  assets,   or  otherwise   becomes
                                 insolvent  or  unable  to  timely  satisfy  its
                                 obligations   in  the   ordinary   course   of,
                                 including but not limited to the  obligation to
                                 pay the Initial  Fee, the  Transaction  Fee, or
                                 the Advisory Fee; or,
                         _       If the  Company  subsequent  to  the  execution
                                 hereof  institutes,  makes a general assignment
                                 for the benefit of  creditors,  has  instituted
                                 against  it  any   bankruptcy   proceeding  for
                                 reorganization   for   rearrangement   of   its
                                 financial affairs,  files a petition in a court
                                 of  bankruptcy,  or is  adjudicated a bankrupt;
                                 or,
                         _       If  any  of  the  disclosures  made  herein  or
                                 subsequent  hereto by the Company to Consultant
                                 are  determined  to  be  materially   false  or
                                 misleading.

                  In the event Advisor elects to terminate without cause or this
                  Agreement is terminated prior to the expiration of the Primary
                  Term or any Extension Period by mutual written  agreement,  or
                  by the  Company  for the  reasons  set forth in A (i) and (ii)
                  above,  the Company shall only be  responsible  to pay Advisor
                  for  unreimbursed  expenses,  Advisory Fee and Transaction Fee
                  accrued up to and including the effective date of termination.
                  If this  Agreement is  terminated by the Company for any other
                  reason,  or by Advisor for reasons set forth in B (i) thru (v)
                  above,  Advisor  shall be entitled to any  outstanding  unpaid
                  portion of reimbursable expenses, Transaction Fee, if any, and
                  for the remainder of the unexpired  portion of the  applicable
                  term (Primary Term or Extension Period) of the Agreement.

     New Indemnification

              Subject to the provisions herein, the Company and Advisor agree to
              indemnify,  defend and hold each other  harmless  from and against
              all demands, claims, actions, losses, damages, liabilities,  costs
              and expenses,  including without limitation,  interest,  penalties
              and attorneys"  fees and expenses  asserted  against or imposed or
              incurred by either party by reason of or resulting from any action
              or a breach of any representation,  warranty, covenant, condition,
              or agreement of the other party to this Agreement.

     New Remedies

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              Advisor and the Company  acknowledge that in the event of a breach
              of  this  Agreement  by  either  party,  money  damages  would  be
              inadequate  and the  non-breaching  party  would have no  adequate
              remedy  at  law.  Accordingly,  in the  event  of any  controversy
              concerning the rights or obligations  under this  Agreement,  such
              rights or obligations shall be enforceable in a court of equity by
              a decree of specific performance.  Such remedy,  however, shall be
              cumulative and  nonexclusive and shall be in addition to any other
              remedy to which the parties may be entitled.

     New Miscellaneous

                      Subsequent  Events.  Advisor and the Company each agree to
                      notify the other party if,  subsequent to the date of this
                      Agreement,  either  party incurs  obligations  which could
                      compromise   its  efforts  and   obligations   under  this
                      Agreement.

                      Amendment.  This  Agreement  may be amended or modified at
                      any  time  and  in  any  manner  only by an  instrument in
                      writing executed by the parties hereto.

                      Further Actions and Assurances.  At any time and from time
                      to time,  each party agrees,  at its or their expense,  to
                      take  actions and to execute and deliver  documents as may
                      be reasonably necessary to effectuate the purposes of this
                      Agreement.

                      Waiver.  Any  failure  of any party to this  Agreement  to
                      comply  with  any  of  its  obligations,   agreements,  or
                      conditions hereunder may be waived in writing by the party
                      to whom such  compliance is owed. The failure of any party
                      to  this  Agreement  to  enforce  at any  time  any of the
                      provisions of this Agreement  shall in no way be construed
                      to be a waiver  of any such  provision  or a waiver of the
                      right of such party  thereafter  to enforce each and every
                      such   provision.   No   waiver   of  any   breach  of  or
                      noncompliance  with this  Agreement  shall be held to be a
                      waiver of any other or subsequent breach or noncompliance.

                      Assignment. Neither this Agreement  nor any right  created
                      by  it shall  be  assignable  by  either party without the
                      prior written consent of the other or as stated herein.

                      Notices.  Any notice or other  communication  required  or
                      permitted by this  agreement  must be in writing and shall
                      be deemed to be properly given when delivered in person to
                      an  officer  of the other  party,  when  deposited  in the
                      United  States  mails  for  transmittal  by  certified  or
                      registered mail, postage prepaid, or when deposited with a
                      public telegraph company for transmittal,  or when sent by
                      facsimile transmission charges prepared, provided that the
                      communication is addressed:

              In the case of the Company:   Power Exploration, Inc.
                                            5416 Birchman Avenue
                                            Fort Worth, Texas  76107-5111
                                            Telephone:  (817) 377-4464
                                            Telefax:  (817) 377-4686
                                            Attn:  Joe Bennett


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             In the case of Advisor:       Peter Kristensen
                            201 S. Main St., Suite 900
                            Salt Lake City, UT 84121
                            Telephone: (801) 943-8192
                            Telefax: (801) 944-9234

              Or to such other  person or address  designated  in writing by the
              Company or Advisor to receive notice.

                    Headings.  The  section  and  subsection  headings  in  this
                    Agreement  are inserted for  convenience  only and shall not
                    affect  in any way the  meaning  or  interpretation  of this
                    Agreement.

                    Governing  Law. This  Agreement was  negotiated and is being
                    contracted  for in Texas,  and shall be governed by the laws
                    of the State of Texas,  and the  United  States of  America,
                    notwithstanding   any   conflict-of-law   provision  to  the
                    contrary.

                    Binding  Effect.  This  Agreement  shall be binding upon the
                    parties  hereto  and inure to the  benefit  of the  parties,
                    their   respective   heirs,    administrators,    executors,
                    successors, and assigns.

                    Entire  Agreement.   This  Agreement   contains  the  entire
                    agreement  between the parties hereto and supersedes any and
                    all  prior  agreements,   arrangements,   or  understandings
                    between the parties  relating to the subject  matter of this
                    Agreement. No oral understandings,  statements, promises, or
                    inducements  contrary to the terms of this Agreement  exist.
                    No representations,  warranties,  covenants,  or conditions,
                    express or  implied,  other than as set forth  herein,  have
                    been made by any party.

                    Severability.  If any part of this Agreement is deemed to be
                    unenforceable  the balance of the Agreement  shall remain in
                    full force and effect.

                    Counterparts.  A facsimile,  telecopy, or other reproduction
                    of this Agreement may be executed  simultaneously  in two or
                    more  counterparts,   each  of  which  shall  be  deemed  an
                    original, but all of which together shall constitute one and
                    the same instrument,  by one or more parties hereto and such
                    executed  copy may be  delivered  by  facsimile  or  similar
                    instantaneous  electronic  transmission  device  pursuant to
                    which the  signature  of or on  behalf of such  party can be
                    seen. In this event,  such  execution and delivery  shall be
                    considered valid, binding and effective for all purposes. At
                    the  request  of any  party  hereto,  all  parties  agree to
                    execute  an  original  of  this  Agreement  as  well  as any
                    facsimile, telecopy or other reproduction hereof.

                    Time  is of the  Essence.  Time  is of the  essence  of this
                    Agreement and of each and every provision hereof.

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         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date above written.

         The "Company"                             "Advisor"


         Power Exploration, Inc.                   Peter Kristensen
         A Nevada Corporation                      A Utah Resident


         By:   /s/ Joe Bill Bennett                By:   /s/ Peter Kristensen
            ----------------------------              --------------------------
         Name: Joe Bill Bennett                    Name:  Peter Kristensen
         Title:  President, CEO

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