CYBERAMERICA CORP, S-8, 1997-11-07

CYBERAMERICA CORP
S-8, 1997-11-07
MANAGEMENT CONSULTING SERVICES

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<CAPTION>
As filed with the Securities and Exchange Commission on November __, 1997

File No. Commission file number: I-9418

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CyberAmerica Corporation
(Exact Name of Registrant as Specified in its Charter)

Nevada 87-0509512
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)

268 West 400 South, Suite 300, Salt Lake City, Utah 84101
(Address of Principal Executive Offices)

Written Compensation Contracts for Consultants and Advisors
(Full Title of the Plan)

Joseph Alfano, 4180 Flamingo Crest Drive, Las Vegas, Nevada 89121
(Name, Address, Including Zip Code, of Agent for Service)

Telephone number, including area code, of agent for service: (702) 794-0395

CALCULATION OF REGISTRATION FEE
===================================== ---------------- ---------------------- ----------------------- ================
Title of Securities to be Amounts to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Registration
Share(1) Price Fee
===================================== ================ ====================== ======================= ================
<S> <C> <C> <C> <C>
Common Stock, par value $0.001 130,000 $1.25 $162,500 $49.24
===================================== ================ ====================== ======================= ================
</TABLE>

(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
based on the average bid and asked price of the registrant's common
stock as of November 4, 1997, a date within five business days prior to
the date of filing of this registration statement.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.
<PAGE>

Cross-Reference Sheet Pursuant to Rule 404(a)

Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings Prospectus Heading

1. Plan Information Section 10(a) Prospectus

2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by CyberAmerica Corporation, a Nevada
corporation, (the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated herein by reference:

1. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996.

2. All reports filed by the Company with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year
ended December 31, 1996.

3. The description and specimen certificate of the Common Stock
contained in the Company's Form S-18 Registration Statement
filed on January 21, 1986 under the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.

Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4. Description of Securities

The common stock of the Company being registered pursuant to this
registration statement is part of a class of securities registered under section
12 of the Exchange Act. A description of such securities is contained in the
Company's initial Form S-18 Registration Statement filed with the Commission on
January 21, 1986, and is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.
<PAGE>
Item 6. Indemnification of Directors and Officers

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to members of
the board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

The Company's Restated Articles of Incorporation, specifically Article
Nine, however, eliminate the personal liability of the officers and directors to
shareholders of the corporation for money damages to the extent permitted by
Nevada Revised Statutes ("NRS") Section 78.037. NRS Section 78.037 provides that
a corporation may limit or eliminate officers' and directors' personal liability
for breach of fiduciary duty so long as liability is not eliminated or limited
for acts or omissions involving intentional misconduct, fraud or a knowing
violation of law or the payment of unlawful distributions.

Section Eight of Article VI of the Corporation's Bylaws provides that
the Corporation shall indemnify its officers and directors for any liability,
including reasonable costs of defense, arising out of any act or omission of any
officer or director on behalf of the Corporation to the fullest extent allowed
by the laws of the State of Nevada.

In actions, proceedings and suits involving an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, NRS Section 78.751 (the "Nevada Statute")
permits a corporation to indemnify directors or officers against actual and
reasonable expenses, including attorneys fees, judgments, fines and amounts paid
in settlement. The Nevada Statute applies to actions, proceedings or suits
whether civil, criminal, administrative or arbitrative in nature. However,
unless a court directs otherwise, indemnification is permissible only if the
officer or director meets the applicable standard of conduct and indemnification
is proper under the circumstances. In civil cases, the standard of conduct
requires the officer or director to act in good faith and in a manner he or she
reasonably believes to be in or not opposed to the best interests of the
corporation. In criminal cases, an officer or director meets the standard of
conduct if he has no reasonable cause to believe his conduct was unlawful. The
board of directors acting through a quorum of disinterested directors,
independent legal counsel designated by the board of directors, or the
shareholders shall determine whether indemnification is proper under the
circumstances. Termination of proceedings by judgment, order, settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable standard
of conduct.

In actions by or in the right of the corporation, the corporation may
indemnify an officer or director against expenses provided he satisfies the
applicable standard of conduct. However, a corporation cannot indemnify an
officer or director adjudged liable to the corporation on any claim, issue or
matter unless, and to the extent, the court determines that despite the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.

In all proceedings, whether by or in the right of the corporation or
otherwise, the Nevada Statute requires indemnification to the extent the officer
or director is successful on the merits or otherwise in defense of the
proceeding or in defense of any claim, issue or matter therein. A Nevada
corporation may provide, either in its articles, bylaws or agreements, that the
corporation shall pay the expenses on behalf of a director or officer prior to
the final disposition of the action upon receipt of an undertaking by or on
behalf of the director or officer to repay those advancements if it is
ultimately determined that the officer or director is not entitled to
indemnification. The Nevada Statute does not exclude other indemnification
rights to which a director or officer may be entitled under the articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors, or otherwise; provided that those rights would not indemnify an
officer or director against a judgment or other final adjudication adverse to
the officer or director that establishes the officer's or director's acts or
omissions involved intentional misconduct, fraud or known violation of the law
and were material to the cause of action.

The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to the NRS
Section 78.751, Article Nine, Section VI of the Corporation's Bylaws, as
amended, and Article Nine of the Company's Restated Articles of Incorporation.
<PAGE>
Item 7. Exemption from Registration Claimed

No restricted securities are being reoffered or resold pursuant to this
registration statement.

Item 8. Exhibits.

The exhibits are attached to this Registration Statement are listed in
the Exhibit Index, found on page 7.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.

(2) To treat, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
as a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Salt Lake City, State of Utah, on November 5,
1997.

CyberAmerica Corporation

By /s/Richard D. Surber
Richard D. Surber, as President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard D. Surber, with power of
substitution, as his attorney-in-fact for him, in all capacities, to sign any
amendments to this registration statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date

/s/Richard Surber President, Chief Executive Officer, November 5, 1997
Richard Surber Secretary and Director

/s/Adrienne Bernstein Director November 5, 1997
Adrienne Bernstein

/s/Philip Lamb Director November 5, 1997
Philip Lamb

/s/Wayne Newton Controller November 5, 1997
Wayne Newton
<PAGE>

As filed with the Securities and Exchange Commission on November __, 1997

File No. 33-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CyberAmerica Corporation
(A Nevada corporation)

<PAGE>

INDEX TO EXHIBITS

Exhibits SEC Ref. No. Description of Exhibit

A 4(a) Consulting Agreement executed by and
between the Company and A.R. Fortune,
Inc., dated November 1, 1997.

B 4(a) Consulting Agreement executed by and
between the Company and Proctor Company,
Inc., dated November 1, 1997.

C 5,23(b) Opinion and consent of Counsel with
respect to the legality of the issuance
of securities being issued

D 23(a) Consent of Accountant

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT made this 1 day of November , 1997 by and between:
A R FORTUNE, INC.
and
CYBERAMERICA CORPORATION.
herein after referred as the parties.
WITNESSETH:

WHEREAS, A R Fortune, Inc., (Fortune) is a corporate relations, direct
marketing, publishing, and advertising firm with expertise in the dissemination
of information about publicly traded companies, and is in the business of
providing and the development of corporate relations services, public relations
services, publishing, advertising services, fulfillment services, marketing of
business formats and opportunities and other related programs, services and
products: and

WHEREAS, CyberAmerica Corporation, (CYAA), the Company, is publicly
held with its common stock trading on one or more stock exchanges and/or
over-the counter: and

WHEREAS, CYAA desires to publicize itself with the intention of making
its name and business better known to its shareholders, investors, and brokerage
houses: and

WHEREAS, Fortune is willing to accept CYAA as a client.

WHEREAS, CYAA requires corporate relations services and desires to
employ and/or retain Fortune to provide such services as an independent
contractor, and Fortune is agreeable to such a relationship and/or arrangement
and the parties desire a written document formalizing and defining their
relationship and evidencing the terms of their agreement.

THEREFORE,in consideration of the mutual covenants contained herein, it is
agreed as follows:

DEFINITIONS AND INTERPRETATIONS

1. Caption and Section Numbers
The headings and section references in this Consulting Agreement are
for the convenience and reference only and do not form a part of this
Agreement and are not intended to interpret, define or limit the scope,
extent or intent of this Consulting Agreement or any provisions thereof

2. Extended Meanings

The Words hereof, herein, hereunder and similar expressions used in any
clause, paragraph or section of this agreement will relate to the whole
of this Consulting Agreement and not to that clause, paragraph or
section only, unless otherwise expressly provided.

3. Number and Gender
In this Consulting Agreement words importing the masculine gender
include the feminine or neuter gender and words in the singular include
the plural, and vice versa.
<PAGE>
4. Section References and Schedules

Any reference to a particular article, section, paragraph or other
subdivision of this Consulting Agreement and any reference to a
schedule, exhibit or addendum by name number and/or letter will mean
the appropriate schedule, exhibit or addendum attached to this
Consulting Agreement and by such reference is incorporated into and
made part of this Consulting Agreement.

5. Appointment

CyberAmerica Corporation, hereby appoints and engages A R Fortune, Inc.
as its corporate relations counsel and hereby retains and employs
Fortune the terms and conditions of this Consulting Agreement. Fortune
accepts such appointment and agrees to perform the services upon the
terms and conditions of said Consulting Agreement.

6. Engagement

Company engages Fortune to publicize the Company to brokers,
prospective investors and shareholders and as further described below
and subject to the further provisions of this Consulting Agreement.
Fortune hereby accepts said engagement and Company as a client, and
agrees to publicize Company as further described below and subject to
the further provisions of this Consulting Agreement.

7. Authority and Description of Services
During the term of this agreement Fortune shall furnish various
professional services and advice as specifically requested by CYAA, or
its written designated appointee for the Company. Said professional
services and advice shall relate to those services, items and subjects
as described as follows: Fortune shall be available to Company to field
calls from firms and brokers inquiring about Company.

8. Terms of Agreement

This agreement shall become affective upon execution as of November 1,
1997 hereof and subject to the provisions of paragraph 25, shall
continue thereafter for one year and month, up to and including 30th of
October, 1998, or in the case of specific services until such time as
such matters are finalized to the satisfaction of both Company and
Fortune. It is expressly acknowledged and agreed by and between the
parties hereto that Fortune shall not be obligated to provide any
services and/or perform any work related to this Consulting Agreement
until such time the agreed and/or specified retainer (deposit, initial
fee, down-payment) in US funds, and/or specified and/or agreed valuable
consideration, has been received by Fortune.

9. Where Services Shall Be Performed

All services shall be performed at the main office location of Fortune
or other such designated location(s) as Fortune and Company agree are
the most advantageous for the work to be performed.

10. Limitations On Services

The parties hereto recognize that certain responsibilities and
obligations are imposed by federal and state securities laws and by the
applicable rules and regulations of stock exchanges the National
Association of Securities Dealers, in-house due diligence or compliance
departments of brokerage houses, etc. Accordingly, Fortune agrees as
follows:
<PAGE>

a. Fortune shall not release any financial or other information
or data about Company without the written consent and approval
of Company.

b. Fortune shall not conduct any meetings with financial analysts
without informing Company in advance of any proposed meeting,
and Company may elect to have a representative of Company
attend such meeting.

c. Fortune shall not release any information or data about
Company to any selected or limited person(s), entity, or group
if Fortune is aware that such information or data has not been
generally released or promulgated.

d. After notice by Company of filing for a proposed public
offering of securities of Company, and during any period of
restriction on publicity, Fortune shall not engage in any
public relations efforts not in the normal course without
approval of the Company, if any.

e. Fortune hereby agrees, warrants and contracts that in
conjunction with any advertising or promotional material which
Fortune shall disseminate to third parties under this
agreement, Fortune shall also provide full and accurate
disclosure of any and all equity compensation which Fortune
has received or will receive under this agreement to the full
extent required under the Securities Exchange Act of 1934.

f. Notwithstanding any other provision of this agreement, Fortune
hereby agrees to indemnify the company against any judgement,
fines, penalties or other damages sustained by company as a
result of Fortune's breach of the provisions contained in
10(a-d).

11. Duties Of Company

a. Company shall supply Fortune on a regular and timely basis
with all approved data and information about Company, its
management, its products, and its operations and Company shall
be responsible for advising Fortune of any facts which would
affect the accuracy of any prior data and information
previously supplied to Fortune so that Fortune may take
corrective action.

b. Company shall promptly supply Fortune with full and complete
copies of all filings with all federal and state securities
agencies; with full and complete copies of all shareholders
reports and communications whether or not prepared with the
assistance of Fortune with all data and information supplied
to any analyst, broker dealer, market maker, or other member
of the financial community: and with all product/services
brochures, sales materials, etc. Company shall supply Fortune
within 20 days of execution of this Consulting Agreement, with
a list of all shareholders on 3-1/2 inch computer disk in
Windows or some other common, universal format.

c. Fortune reports are not intended to be used in the offering of
securities. Accordingly, clients must agree to each of the
points listed below and to indemnify Fortune for any breach of
these representations and covenants.

1. Company is not presently engaged in a private or
public offering of securities, including S-8 of
regulation S, or including any continuing
distribution, whether or not exempt, that will not be
included prior to the issuance of a Fortune research
report on Company An evergreen prospectus for
employee stock option and other plans will not
preclude issuance of Fortune research reports
(excluding present employee benefit plan registered
and in affect). (Initial)_____

2. Company will immediately notify Fortune if it intends
to make any private or public offerings of
securities, including S-8 or Regulation S.
(Initial)_____
<PAGE>
3. Company will immediately notify Fortune concurrently
at the time of filing for sale, removal of legend or
if pledging, within thirty days, of any insider (as
defined as officers, directors, and 7% or greater
shareholders) selling of Company stock. (Initial)____

4. Company will not use Fortune reports in connection
with any offering of securities without the prior
written consent of Fortune (Initial)_____

5 Fortune will immediately notify Company concurrently
at the time of filing for sale, removal of legend or
if pledging or voting, within thirty days, of any
insider (as defined as officers, directors, and 5% or
greater shareholders) selling of Company stock.
(Initial)____

d. In that Fortune relies on information provided by the Company
for the substantial part of its presentation and reports,
Company must represent that the said information is neither
false nor misleading, and agrees to hold harmless and
indemnify Fortune for any breach of these representations and
covenants. (Initial)____

e. In that Fortune shareholders, employees, officers, and/or
members of their families may hold a position in and engage in
transactions with respect to Company securities, and in light
of the fact that Fortune imposes restrictions on such
transactions to guard against the trading on the basis of
material nonpublic information Company shall contemporaneously
notify Fortune if any information or date being supplied to
Fortune has not been generally released or promulgated.
(Initial)____

12. Representations and Indemnifications

a. Company shall be deemed to make a continuing representations
of the accuracy of any and all materials facts, materials,
information, and data which is supplied to Fortune and the
Company acknowledges its awareness that Fortune will rely on
such continuing representation in disseminating such
information and otherwise performing its investor relations
functions.

b. Fortune, in the absence of notice in writing from Company,
will rely on the continuing accuracy of materials,
information, and data supplied by Company.

c. Company hereby agrees to hold harmless and indemnify Fortune
against any claims, demands, suits, loss, damages, etc.,
arising out of Fortune reliance upon the instant accuracy and
continuing accuracy of facts, materials, information, and
date, unless Fortune has been negligent in performing its
duties and obligations thereunder.

d. Company hereby authorize Fortune to issue, in Fortune's sole
discretion, corrective, amendatory, supplemental, or
explanatory press releases, shareholder communications, and
reports, or data supplied to analysts, broker-dealers, market
makers, or other members of the financial community, such as
may be necessary to make a previous communication issued by
Fortune not false or misleading.

e. Company shall cooperate fully and timely with Fortune to
enable Fortune to perform its duties and obligations under
this agreement.
<PAGE>
f. The execution and performance of this Consulting Agreement by
Company has been duly authorized by the Board of Directors of
Company in accordance with applicable law, and, to the extent
required, by the requisite number of the shareholder of the
Company

g. The performance by Company of this agreement will not violate
any applicable court decree or order, law or regulation, nor
will it violate any provision of the organizational documents
and/or bylaws of Company or any contractual obligation by
which Company may be bound.

h. Company shall promptly deliver to Fortune complete due
diligence package to include latest 10K, latest 10Q, last 6
months of press releases and all other relevant materials,
including but not limited to corporate reports, brochures,
etc.

I. Company shall promptly deliver to Fortune a list of names and
addresses of shareholders of Company which it is aware. This
list shall be upgraded at Fortune's request.

j. Company shall promptly deliver to Fortune a list of brokers
and market makers of Company's securities, which have been
following Company.

k. Because Fortune. will rely on such information to be supplied
it by Company, all such information shall be true, accurate,
complete and not misleading, in all respects.

I. Company shall act diligently and promptly in reviewing
material submitted to it by Fortune to enhance timely
distribution of the materials and shall inform Fortune of any
inaccuracies contained therein within a reasonable time prior
to the projected or known publication date.

13. Compensation

a. All payments due Fortune for all investor services, shall be
paid to A R Fortune, Inc. by Company as follows:

1. Upon executing this agreement, the sum of Five
Thousand Dollars ($5,000.00) representing a retainer
fee to be later applied to other Company obligations
to Fortune.

2. A monthly consulting fee of Five Thousand Dollars
($5,000.00) for the time period covered in the
agreement. Fortune and the Company agree to accept
other agreeable forms of value in lieu of cash.

b. All moneys payable thereunder shall be in U.S. funds and drawn
on U.S. banks. The parties acknowledge that in negotiating
this fee they recognize that the services will probably not be
performed in equal monthly segments, but may be substantial
during the early portion of the term and less hereafter as
relationships and communication lines are established. Thus,
part of the earlier services shall be deferred and therefore
any lessening of services shall not constitute breach or
termination hereof and the level fee shall continue.

c. See ADDENDUM A for further details to compensation.

d. For all special services, not within the scope of this
agreement, Company shall pay to Fortune such fee(s) as, and
when, the parties shall determine in advance of performance of
said special services, provided Company has agreed to said
services in advance.
<PAGE>
14. Billing and Payment

Monthly fees and payments shall be due and payable without billing on
the first of each month and fully paid no later then by the 5th of the
month. Billing and payments for special services shall be as agreed on
a case by case basis.

Company acknowledges and agrees that deposits, initial payments, down
payments, partial payments, payments for special services, monthly fees
or monthly payments shall be by the first preceding month that work is
scheduled to be performed, unless expressly provided otherwise in
writing, and that if such funds are not received by said date Company
shall pay Fortune an additional operations charge equal to 2% for each
day said funds are not received.

15. As An Independent Contractor

Fortune shall provide said services as an independent contractor, and
not as an employee of Company or of any company affiliated with
Company. Fortune has no authority to bind Company or any affiliate of
Company to any legal action, contract, agreement, or purchase, and such
action cannot be constructed to be in good faith or with acceptance of
Company thereby becoming the sole responsibility of Fortune. Fortune is
not entitled to any medical coverage, life insurance, savings plans,
health insurance, or any and all other benefits afforded by Company
employees. Fortune shall be solely responsible for any Federal, State,
and Local taxes, and should Company for any reason be required to pay
taxes at a later date, Fortune shall reassure such payment is made by
Fortune, and not by Company. Fortune shall be responsible for all
workers compensation, payments and herein holds Company harmless for
any and all such payments related hereto.

16. Not To Engage In Conflicting Activities

During the term of this agreement Fortune shall not engage in any
activities that directly conflicts with the interests of Company.
Company hereby acknowledges notification by Fortune and understands
that Fortune does, and shall, represent and service other and multiple
clients in the same manner as it does Company, and that Company is not
an exclusive client of Fortune.

17. Trade Secrets And Inventions

Fortune shall treat as proprietary and all information belonging to
Company, it' affiliates, or any third parties, disclosed to Fortune in
the course of the performance of Fortune's services.

18. Inside Information - Securities Violations

In the course of the performance of this agreement it is expected that
specific sensitive information concerning the operations of Company's
business, and/or affiliate companies shall come to the attention and
knowledge of Fortune. In such event Fortune shall not use such
information for its own benefit and shall not divulge such information
to third parties.

19. Disclosure

Fortune will disclose any outside interest or activities, including
ownership or participation that may conflict with the best interest of
the Company. It is mutually understood that prompt disclosure is
required under this paragraph if the activity or interest is related to
any activity that Fortune may be involved with on the behalf of the
Company.

20. Warranty Against Contemplation of Agreement Related Corrupt Practices

Fortune represents and warrants that all payments and other valuable
paid or to be paid under this agreement constitutes compensation for
services rendered; that this agreement and all payments and valuable
considerations and the use of those payments and the valuable
considerations do not influence, sway or bribe any government or
municipal party, either domestic or foreign in any way.
<PAGE>
21. Amendments

This agreement may be modified or amended, provided such modifications
and amendments are mutually agreed upon by and between the parties
hereto and that said modifications or amendments are made in writing
and signed by both parties.

22. Severability

If any provision of this agreement shall be held to be contrary to law,
invalid or unenforceable for any reason, the remaining provision shall
remain to be valid and enforceable. If a court finds that any provision
of this agreement is contrary to law, invalid or unenforceable, and
that by limiting such provision it would become valid and enforceable,
then such provision shall be deemed to be written, construed, and
enforced as so limited.

23. Termination of Agreement

This Consulting Agreement may not be terminated by either party prior
to the expiration of the term provided in paragraph 8 above except as
follows:

a. Upon the bankruptcy or the liquidation of the other party,
whether voluntary or involuntary.

b. Upon the other party having or applying for a receiver
appointed for either party.

c. Unless there has been a material breach of the terms of this
agreement. A material breach is considered substantial
non-performance.

d. 30 day written notice by either party.

24. Attorney Fees

In the event that either party is in default of the terms and
conditions of this Consulting Agreement and legal action is initiated
or suit be entered as a result of such default, the prevailing party
shall be entitled to recover all costs incurred as a result of such
default including all costs, reasonable attorney fees, expenses and
court costs through trial, appeal and to final disposition.

25. Return of Records

Upon termination of this agreement Fortune shall, upon request of the
Company, deliver such records, notes, data of propitiatory nature and
that are in the control of Fortune that are the property of the
Company.

26. Waiver of Breach

Waiver by either party of any provision of this agreement by the other
party shall not operate or be construed as a waiver of any subsequent
breach by the other party.

27. Disclaimer By

Fortune shall prepare certain promotional materials, and; Fortune makes
no representation to Company or others that; (a) its efforts or
services will result in any enhancement to Company (b) the price of
Company's publicly traded securities will increase (C) any person will
purchase Company's securities, or (d) any investor will lend money to
and/or invest in or with Company.
<PAGE>
28. Limitation of A R Fortune, Inc. Liability

In the event Fortune fails to perform its work or services thereunder,
its entire liability to Company shall be the lesser of and not exceed;
(a) the amount of cash compensation Fortune has received from Company
under paragraph 13 above or (b) the amount of cash compensation Fortune
has received from Company under Addendum A, or (C) the actual damage to
Company as a result of such non-performance, but in no event greater
then the amount of cash compensation received from Company. In no event
shall Fortune be liable to Company for any indirect, special or
consequential damages, nor for any claim against Company by any person
or entities arising from or in any way related to this agreement or the
Company's performance or lack of it. The provisions of this paragraph
shall not in any way limit the company's right to damages resulting
from intentional or reckless breach of any covenant of this agreement.

29. Ownership of Materials

All right, title and interest in and to materials to be produced by
Fortune in connection with this Consulting Agreement and other services
said to be rendered under said agreement shall be and remain the sole
exclusive property of Fortune.

30. Miscellaneous

a. Effective date of representations shall be the date Fortune
receives the information.

b. Currency: In all instances, references to the dollars shall be
deemed to be United States Dollars.

c. Stock: In all instances, references to stock shall be deemed
to be unrestricted and free trading unless otherwise
identified

31. Notices

All notices thereunder shall be in writing and addressed to the party
at the address herein set forth, or at such other address which notice
pursuant to this section may be given, and shall be given by either
personal delivery, certified mail, express mail, or other national
overnight courier services. Notices shall be deemed given upon the
earlier of actual receipt or three (3) business days after being mailed
or delivered to such courier service. Any notices to be given
thereunder shall be effective if executed by and sent by the attorneys
for the parties giving such notice, and with connections therewith the
parties and their respective counsel agree that in giving such notice
such counsel may communicate directly in writing with such parties to
the extent necessary to give such notice. Any notice received or
permitted by this agreement to be given shall be given to the
respective parties at the following addresses:

A R Fortune, Inc.
3418 North Ocena Blvd.
Fort Lauderdale, FL.33308

CyberAmerica Corporation
268 West 400 South
Salt Lake City, UT 84101
Fax-801-575-8092
<PAGE>
32. Time Is Of The Essence
Time is hereby expressly made of the essence of this Consulting
Agreement with respect to the performances by the parties of their
respective obligations hereunder.

33. Inurement

This Consulting Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors, and any addenda's
attached hereto.

34. Entire Agreement

This Consulting Agreement contains the entire agreement of the parties
and may be modified or amended only by agreement in writing, signed by
the party against whom enforcement of any waiver, change, amendment,
modification, extension or discharge is sought. It is declared by both
parties that there is no oral or other agreements or understandings
between them affecting this Consulting Agreement, or relating to the
business of Fortune. This Agreement supersedes all previous agreements
between Fortune and Company.

35. Applicable Law

This Agreement is executed pursuant to and shall be interpreted and
governed for all purposes by the laws of the States of California. If
any provision of this Consulting Agreement is declared void, such
provision shall be deemed severed from this agreement, which shall
otherwise remain in full force and effect.

36. Arbitration

Any controversy or claim arising out of, or relating to this agreement,
or the breach thereof, shall be settled by arbitration in accordance
with the rules then promulgated by the said Courts and the Court shall
appoint an arbitrator, and judgment upon award rendered may be entered
into the Courts of Riverside County, California or any other court
having jurisdiction thereof, which award and or judgment shall include
reasonable attorney fees.

37. Acceptance By

This Consulting Agreement is not valid or binding upon Fortune unless
and until executed by its president or other duly authorized executive
officer of Fortune at its home office in Nassau, Bahamas.

38. Non-Waiver

The failure of either party, at any time, to request any such
performance by the other party shall not be construed as a waiver of
such fight to require such performance and shall in no way affect such
party's subsequently to require full performance hereunder.

39. Execution In Counterpart

This agreement may be executed in counterpart, not withstanding the
date or dates this agreement is executed and delivered by any of the
parties, and shall be deemed to be an original and all of which will
constitute one and the same agreement, effective as of the reference
date first written above.

IN WITNESS WHEREOF the parties hereto have set their hands in the execution of
this agreement this __ of ______ 1997.

For:A R Fortune, Inc. For: CyberAmerica Corporation

/s/Richard Surber
- ------------------------ ------------------------
By:D Breton By: Richard Surber
its Agent its President

WITNESSED BY:

- ---------------------------

<PAGE>

ADDENDUM "A"
to
CONSULTING AGREEMENT
of
CyberAmerica Corporation & A R Fortune, Inc.

Effective Date 1 of November 1997

1. The Company agrees to fund the start up costs of Fortune campaign for
the Company. The Company will issue 650,000 (which number refers to
shares prior to the Company's intended October 31, 1997 1-for-10
reverse stock split) shares of unrestricted common stock to Fortune.
The 650,000 shares shall be registered in the name of Fortune and
delivered to Robert Strumor, who shall act as escrow agent for purposes
of this Agreement. The 650,000 shall be released to Fortune as follows:

a) 200,000 shares shall be released to Fortune as soon as Fortune
delivers to the Company a promotional strategy itemizes the
services which Fortune intends to perform on behalf of the
Company.

b) 200,000 additional shares shall be released to Fortune upon
Fortune's delivery to the Company of an invoice showing
Fortune's expenditure of $20,000 in services or hard costs in
connection with the services provided under this Agreement.

c) The remainder of the shares shall be released to Fortune upon
Fortune's delivery to the Company of an invoice showing
Fortune's expenditure of an additional $20,000 in services or
hard costs in connection with the services provided under this
Agreement.

2. Page 13, Paragraph 13, a, 2. Consulting $5,000 Month Payable in:
a) Cash when available (company receives credit line and/or money from
placement(s)) b) When unavailable $2,500 cash and $2,5000 Company Free
Trading Stock, equal to $2,500 at the time payment due.

3. Page 13, Paragraph 13, c
Free Trading Company shares equivalent to $12,000 per month non
dilutable, fully issued and or registered shares for payment of
services to be made available on or before the 1ST of each month and in
no event delivered to Fortune before the 5TH of the month.

4. Appendix B-1 Anticipated Allotment of Costs

The Company agrees to fund the costs of Fortune campaign for the
Company. Initial costs are outlined of approximately $13,650 less
$5,000 for management consulting equaling an amount of $8,650,000.
Company agrees to fund, prepay, these costs each month either with
cash, cash and free trading stock on or before the 1ST of each month.
Fortune agrees to maintain records of these costs and on a quarterly
basis present them to the Company for review and adjustment. Adjustment
shall be defined as the actual costs either greater or lesser of the
monthly amount expended by Fortune which amount the Company pays to
Fortune accordingly.
<PAGE>

IN WITNESS WHEREOF the parties hereto have set their hands in the execution of
this agreement this __ of ______ 1997.

For:A R Fortune, Inc. For:CyberAmerica Corporation

/s/Richard Surber
- ------------------------ --------------------------
By:D Breton By: Richard Surber
its Agent its President

WITNESSED BY:

- ---------------------------

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT made this 1 day of November , 1997 by and between:
PROCTOR COMPANY, INC.
and
CYBERAMERICA CORPORATION.
herein after referred as the parties.
WITNESSETH:

WHEREAS, Proctor Company, Inc. (Proctor) is a corporate relations,
direct marketing, publishing, and advertising firm with expertise in the
dissemination of information about publicly traded companies, and is in the
business of providing and the development of corporate relations services,
public relations services, publishing, advertising services, fulfillment
services, marketing of business formats and opportunities and other related
programs, services and products: and

WHEREAS, CyberAmerica Corporation, (CYAA), the Company, is publicly
held with its common stock trading on one or more stock exchanges and/or
over-the counter: and

WHEREAS, CYAA desires to publicize itself with the intention of making
its name and business better known to its shareholders, investors, and brokerage
houses: and

WHEREAS, Proctor is willing to accept CYAA as a client.

WHEREAS, CYAA requires corporate relations services and desires to
employ and/or retain Proctor to provide such services as an independent
contractor, and Proctor is agreeable to such a relationship and/or arrangement
and the parties desire a written document formalizing and defining their
relationship and evidencing the terms of their agreement.

THEREFORE,in consideration of the mutual covenants contained herein, it is
agreed as follows:

DEFINITIONS AND INTERPRETATIONS

2. Extended Meanings

3. Number and Gender

In this Consulting Agreement words importing the masculine gender
include the feminine or neuter gender and words in the singular include
the plural, and vice versa.
<PAGE>
4. Section References and Schedules

5. Appointment

CyberAmerica Corporation, hereby appoints and engages Proctor Corp. as
its corporate relations counsel and hereby retains and employs Proctor
the terms and conditions of this Consulting Agreement. Proctor accepts
such appointment and agrees to perform the services upon the terms and
conditions of said Consulting Agreement.

6. Engagement

Company engages Proctor to publicize the Company to brokers,
prospective investors and shareholders and as further described below
and subject to the further provisions of this Consulting Agreement.
Proctor hereby accepts said engagement and Company as a client, and
agrees to publicize Company as further described below and subject to
the further provisions of this Consulting Agreement.

7. Authority and Description of Services During the term of this agreement
Proctor shall furnish various professional services and advice as
specifically requested by CYAA, or its written designated appointee for
the Company. Said professional services and advice shall relate to
those services, items and subjects as described as follows: Proctor
shall be available to Company to field calls from firms and brokers
inquiring about Company.

8. Terms of Agreement

This agreement shall become affective upon execution as of November 1,
1997 hereof and subject to the provisions of paragraph 25, shall
continue thereafter for one year and month, up to and including 30th of
October, 1998, or in the case of specific services until such time as
such matters are finalized to the satisfaction of both Company and
Proctor. It is expressly acknowledged and agreed by and between the
parties hereto that Proctor shall not be obligated to provide any
services and/or perform any work related to this Consulting Agreement
until such time the agreed and/or specified retainer (deposit, initial
fee, down-payment) in US funds, and/or specified and/or agreed valuable
consideration, has been received by Proctor.

9. Where Services Shall Be Performed

All services shall be performed at the main office location of Proctor
or other such designated location(s) as Proctor and Company agree are
the most advantageous for the work to be performed.

10. Limitations On Services

a. Proctor shall not release any financial or other information
or data about Company without the written consent and approval
of Company.
<PAGE>

b. Proctor shall not conduct any meetings with financial analysts
without informing Company in advance of any proposed meeting,
and Company may elect to have a representative of Company
attend such meeting.

c. Proctor shall not release any information or data about
Company to any selected or limited person(s), entity, or group
if Proctor is aware that such information or data has not been
generally released or promulgated.

d. After notice by Company of filing for a proposed public
offering of securities of Company, and during any period of
restriction on publicity, Proctor shall not engage in any
public relations efforts not in the normal course without
approval of the Company, if any.

e. Proctor hereby agrees, warrants and contracts that in
conjunction with any advertising or promotional material which
Proctor shall disseminate to third parties under this
agreement, Proctor shall also provide full and accurate
disclosure of any and all equity compensation which Proctor
has received or will receive under this agreement to the full
extent required under the Securities Exchange Act of 1934.

f. Notwithstanding any other provision of this agreement, Proctor
hereby agrees to indemnify the company against any judgement,
fines, penalties or other damages sustained by company as a
result of Proctor's breach of the provisions contained in
10(a-d).

11. Duties Of Company

a. Company shall supply Proctor on a regular and timely basis
with all approved data and information about Company, its
management, its products, and its operations and Company shall
be responsible for advising Proctor of any facts which would
affect the accuracy of any prior data and information
previously supplied to Proctor so that Proctor may take
corrective action.

b. Company shall promptly supply Proctor with full and complete
copies of all filings with all federal and state securities
agencies; with full and complete copies of all shareholders
reports and communications whether or not prepared with the
assistance of Proctor with all data and information supplied
to any analyst, broker dealer, market maker, or other member
of the financial community: and with all product/services
brochures, sales materials, etc. Company shall supply Proctor
within 20 days of execution of this Consulting Agreement, with
a list of all shareholders on 3-1/2 inch computer disk in
Windows or some other common, universal format.

c. Proctor reports are not intended to be used in the offering of
securities. Accordingly, clients must agree to each of the
points listed below and to indemnify Proctor for any breach of
these representations and covenants.

1. Company is not presently engaged in a private or
public offering of securities, including S-8 of
Regulation S, or including any continuing
distribution, whether or not exempt, that will not be
included prior to the issuance of a Proctor research
report on Company An evergreen prospectus for
employee stock option and other plans will not
preclude issuance of Proctor research reports
(excluding present employee benefit plan registered
and in affect). (Initial)_____

2. Company will immediately notify Proctor if it intends
to make any private or public offerings of
securities, including S-8 or Regulation S.
(Initial)_____
<PAGE>
3. Company will immediately notify Proctor concurrently
at the time of filing for sale, removal of legend or
if pledging, within thirty days, of any insider (as
defined as officers, directors, and 7% or greater
shareholders) selling of Company stock.
(Initial)____

4. Company will not use Proctor reports in connection
with any offering of securities without the prior
written consent of Proctor (Initial)_____

5 Proctor will immediately notify Company concurrently
at the time of filing for sale, removal of legend or
if pledging or voting, within thirty days, of any
insider (as defined as officers, directors, and 5% or
greater shareholders) selling of Company stock.
(Initial)____

d. In that Proctor relies on information provided by the Company
for the substantial part of its presentation and reports,
Company must represent that the said information is neither
false nor misleading, and agrees to holdharmless and indemnify
Proctor for any breach of the representations and covenants.
(Initial)

e. In that Proctor shareholders, employees, officers, and/or
members of their families may hold a position in and engage in
transactions with respect to Company securities, and in light
of the fact that Proctor imposes restrictions on such
transactions to guard against the trading on the basis of
material nonpublic information Company shall contemporaneously
notify Proctor if any information or date being supplied to
Proctor has not been generally released or promulgated.
(Initial)

12. Representations and Indemnifications

a. Company shall be deemed to make a continuing representations
of the accuracy of any and all materials facts, materials,
information, and data which is supplied to Proctor and the
Company acknowledges its awareness that Proctor will rely on
such continuing representation in disseminating such
information and otherwise performing its investor relations
functions.

b. Proctor, in the absence of notice in writing from Company,
will rely on the continuing accuracy of materials,
information, and data supplied by Company.

c. Company hereby agrees to hold harmless and indemnify Proctor
against any claims, demands, suits, loss, damages, etc.,
arising out of Proctor reliance upon the instant accuracy and
continuing accuracy of facts, materials, information, and
date, unless Proctor has been negligent in performing its
duties and obligations thereunder.

d. Company hereby authorize Proctor to issue, in Proctor's sole
discretion, corrective, amendatory, supplemental, or
explanatory press releases, shareholder communications, and
reports, or data supplied to analysts, broker-dealers, market
makers, or other members of the financial community, such as
may be necessary to make a previous communication issued by
Proctor not false or misleading.

e. Company shall cooperate fully and timely with Proctor to
enable Proctor to perform its duties and obligations under
this agreement.

f. The execution and performance of this Consulting Agreement by
Company has been duly authorized by the Board of Directors of
Company in accordance with applicable law, and, to the extent
required, by the requisite number of the shareholder of the
Company
<PAGE>
g. The performance by Company of this agreement will not violate
any applicable court decree or order, law or regulation, nor
will it violate any provision of the organizational documents
and/or bylaws of Company or any contractual obligation by
which Company may be bound.

h. Company shall promptly deliver to Proctor complete due
diligence package to include latest 10K, latest 10Q, last 6
months of press releases and all other relevant materials,
including but not limited to corporate reports, brochures,
etc.

I. Company shall promptly deliver to Proctor a list of names and
addresses of shareholders of Company which it is aware. This
list shall be upgraded at Proctor's request.

j. Company shall promptly deliver to Proctor a list of brokers
and market makers of Company's securities, which have been
following Company.

k. Because Proctor. will rely on such information to be supplied
it by Company, all such information shall be true, accurate,
complete and not misleading, in all respects.

I. Company shall act diligently and promptly in reviewing
material submitted to it by Proctor to enhance timely
distribution of the materials and shall inform Proctor of any
inaccuracies contained therein within a reasonable time prior
to the projected or known publication date.

13. Compensation

a. All payments due Proctor for all investor services, shall be
paid to Proctor Corp. by Company as follows:

1. Upon executing this agreement, the sum of Five
Thousand Dollars ($5,000.00) representing a retainer
fee to be later applied to other Company obligations
to Proctor.

2. A monthly consulting fee of Five Thousand Dollars
($5,000.00) for the time period covered in the
agreement. Proctor and the Company agree to accept
other agreeable forms of value in lieu of cash.

c. See ADDENDUM A for further details to compensation.

d. For all special services, not within the scope of this
agreement, Company shall pay to Proctor such fee(s) as, and
when, the parties shall determine in advance of performance of
said special services, provided Company has agreed to said
services in advance.

14. Billing and Payment

Company acknowledges and agrees that deposits, initial payments, down
payments, partial payments, payments for special services, monthly fees
or monthly payments shall be by the first preceding month that work is
scheduled to be performed, unless expressly provided otherwise in
writing, and that if such funds are not received by said date Company
shall pay Proctor an additional operations charge equal to 2% for each
day said funds are not received.
<PAGE>

15. As An Independent Contractor

Proctor shall provide said services as an independent contractor, and
not as an employee of Company or of any company affiliated with
Company. Proctor has no authority to bind Company or any affiliate of
Company to any legal action, contract, agreement, or purchase, and such
action cannot be constructed to be in good faith or with acceptance of
Company thereby becoming the sole responsibility of Proctor. Proctor is
not entitled to any medical coverage, life insurance, savings plans,
health insurance, or any and all other benefits afforded by Company
employees. Proctor shall be solely responsible for any Federal, State,
and Local taxes, and should Company for any reason be required to pay
taxes at a later date, Proctor shall reassure such payment is made by
Proctor, and not by Company. Proctor shall be responsible for all
workers compensation, payments and herein holds Company harmless for
any and all such payments related hereto.

16. Not To Engage In Conflicting Activities

During the term of this agreement Proctor shall not engage in any
activities that directly conflicts with the interests of Company.
Company hereby acknowledges notification by Proctor and understands
that Proctor does, and shall, represent and service other and multiple
clients in the same manner as it does Company, and that Company is not
an exclusive client of Proctor.

17. Trade Secrets And Inventions

Proctor shall treat as proprietary and all information belonging to
Company, it' affiliates, or any third parties, disclosed to Proctor in
the course of the performance of Proctor's services.

18. Inside Information - Securities Violations

In the course of the performance of this agreement it is expected that
specific sensitive information concerning the operations of Company's
business, and/or affiliate companies shall come to the attention and
knowledge of Proctor. In such event Proctor shall not use such
information for its own benefit and shall not divulge such information
to third parties.

19. Disclosure

Proctor will disclose any outside interest or activities, including
ownership or participation that may conflict with the best interest of
the Company. It is mutually understood that prompt disclosure is
required under this paragraph if the activity or interest is related to
any activity that Proctor may be involved with on the behalf of the
Company.

20. Warranty Against Contemplation of Agreement Related Corrupt Practices

Proctor represents and warrants that all payments and other valuable
paid or to be paid under this agreement constitutes compensation for
services rendered; that this agreement and all payments and valuable
considerations and the use of those payments and the valuable
considerations do not influence, sway or bribe any government or
municipal party, either domestic or foreign in any way.
<PAGE>
21. Amendments

22. Severability

23. Termination of Agreement

This Consulting Agreement may not be terminated by either party prior
to the expiration of the term provided in paragraph 8 above except as
follows:

a. Upon the bankruptcy or the liquidation of the other party,
whether voluntary or involuntary.

b. Upon the other party having or applying for a receiver
appointed for either party.

c. Unless there has been a material breach of the terms of this
agreement. A material breach is considered substantial
non-performance.

d. 30 day written notice by either party.

24. Attorney Fees

25. Return of Records

Upon termination of this agreement Proctor shall, upon request of the
Company, deliver such records, notes, data of propitiatory nature and
that are in the control of Proctor that are the property of the
Company.

26. Waiver of Breach

Waiver by either party of any provision of this agreement by the other
party shall not operate or be construed as a waiver of any subsequent
breach by the other party.

27. Disclaimer By

Proctor shall prepare certain promotional materials, and; Proctor makes
no representation to Company or others that; (a) its efforts or
services will result in any enhancement to Company (b) the price of
Company's publicly traded securities will increase (C) any person will
purchase Company's securities, or (d) any investor will lend money to
and/or invest in or with Company.
<PAGE>
28. Limitation of Proctor Corp. Liability

In the event Proctor fails to perform its work or services thereunder,
its entire liability to Company shall be the lesser of and not exceed;
(a) the amount of cash compensation Proctor has received from Company
under paragraph 13 above or (b) the amount of cash compensation Proctor
has received from Company under Addendum A, or (C) the actual damage to
Company as a result of such non-performance, but in no event greater
then the amount of cash compensation received from Company. In no event
shall Proctor be liable to Company for any indirect, special or
consequential damages, nor for any claim against Company by any person
or entities arising from or in any way related to this agreement or the
Company's performance or lack of it. The provisions of this paragraph
shall not in any way limit the company's right to damages resulting
from intentional or reckless breach of any covenant of this agreement.

29. Ownership of Materials

All right, title and interest in and to materials to be produced by
Proctor in connection with this Consulting Agreement and other services
said to be rendered under said agreement shall be and remain the sole
exclusive property of Proctor.

30. Miscellaneous

a. Effective date of representations shall be the date Proctor
receives the information.

b. Currency: In all instances, references to the dollars shall be
deemed to be United States Dollars.

c. Stock: In all instances, references to stock shall be deemed
to be unrestricted and free trading unless otherwise
identified

31. Notices

Proctor Company, Inc.
50 Shirley Street, 2ND Floor
P.O. Box CB13937
Nassau, Bahamas
242-326-5859 (fax)

CyberAmerica Corporation
268 West 400 South
Salt Lake City, UT 84101
801-575-8092 (fax)

32. Time Is Of The Essence

Time is hereby expressly made of the essence of this Consulting
Agreement with respect to the performances by the parties of their
respective obligations hereunder.
<PAGE>
33. Inurement
This Consulting Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors, and any addenda's
attached hereto.

34. Entire Agreement

This Consulting Agreement contains the entire agreement of the parties
and may be modified or amended only by agreement in writing, signed by
the party against whom enforcement of any waiver, change, amendment,
modification, extension or discharge is sought. It is declared by both
parties that there is no oral or other agreements or understandings
between them affecting this Consulting Agreement, or relating to the
business of Proctor. This Agreement supersedes all previous agreements
between Proctor and Company.

35. Applicable Law

36. Arbitration

37. Acceptance By

This Consulting Agreement is not valid or binding upon Proctor unless
and until executed by its president or other duly authorized executive
officer of Proctor at its home office in Nassua, Bahamas.

38. Non-Waiver

39. Execution In Counterpart

IN WITNESS WHEREOF the parties hereto have set their hands in the execution of
this agreement this __ of ______ 1997.

For:Proctor Company, Inc. For: CyberAmerica Corporation

/s/Richard Surber
- ------------------------ ------------------------
By:Joeseph Lombardi By: Richard Surber
its Agent its President

WITNESSED BY:

- ---------------------------

<PAGE>

ADDENDUM "A"
to
CONSULTING AGREEMENT
of
CyberAmerica Corporation & Proctor Company, Inc.

Effective Date 1 of November 1997

1. The Company agrees to fund the start up costs of Proctor campaign for
the Company. The Company will issue 65,000 shares of common stock to
Proctor pursuant to a Form S-8 Registration Statement. The 65,000
shares shall be registered in the name of Proctor and delivered to
Robert Strumor, who shall act as escrow agent for purposes of this
Agreement. The 65,000 shall be released to Proctor as follows:

a) 20,000 shares shall be released to Proctor as soon as Proctor
delivers to the Company a promotional strategy itemizes the
services which Proctor intends to perform on behalf of the
Company.

b) 20,000 additional shares shall be released to Proctor upon
Proctor's delivery to the Company of an invoice showing
Proctor's expenditure of $20,000 in services or hard costs in
connection with the services provided under this Agreement.

c) The remainder of the shares shall be released to Proctor upon
Proctor's delivery to the Company of an invoice showing
Proctor's expenditure of an additional $20,000 in services or
hard costs in connection with the services provided under this
Agreement.

2. Page 13, Paragraph 13, a, 2. Consulting $5,000 Month Payable in:
a) Cash when available (company receives credit line and/or money from
placement(s)) b) When unavailable $2,500 cash and $2,500 Company Free
Trading Stock, equal to $2,500 at the time payment due.

4. Appendix B-1 Anticipated Allotment of Costs

The Company agrees to fund the costs of Proctor campaign for the
Company. Initial costs are outlined of approximately $13,650 less
$5,000 for management consulting equaling an amount of $8,650,000.
Company agrees to fund, prepay, these costs each month either with
cash, cash and free trading stock on or before the 1ST of each month.
Proctor agrees to maintain records of these costs and on a quarterly
basis present them to the Company for review and adjustment. Adjustment
shall be defined as the actual costs either greater or lesser of the
monthly amount expended by Proctor which amount the Company pays to
Proctor accordingly.
<PAGE>

IN WITNESS WHEREOF the parties hereto have set their hands in the execution of
this agreement this __ of ______ 1997.

For:Proctor Company, Inc. For:CyberAmerica Corporation

/s/Richard Surber
- ------------------------ --------------------------
By:Joseph Lombardi By: Richard Surber
its Agent its President

WITNESSED BY:

- ---------------------------

GERALD EINHORN
268 West 400 South
Salt Lake City, Utah 84101
Tel. (801) 575-8073/Fax (801) 575-8092

November 6, 1997

Board of Directors
CyberAmerica Corporation
268 West 400 South
Salt Lake City, Utah 84101

Re: Form S-8 Registration Statement

Dear Sirs:

CyberAmerica Corporation, a Nevada corporation (the "Company"), has informed me
of its intention to file with the Securities and Exchange Commission ("SEC"), on
or about November 7, 1997, a registration statement on Form S-8 under the
Securities Act of 1933, as amended ("Registration Statement"), concerning the
issuance of 130,000 shares (the "Shares") of the Company's common stock, par
value $0.001 ("Common Stock"), pursuant to a Benefit Plan entitled "Written
Compensation Contracts for Consultants and Advisors" (the "Benefit Plan"). In
connection with the filing of the Registration Statement, you have requested my
opinion, as a member of the Law Department of the Company, regarding the
validity of the issuance of such Shares.

This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the"Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications and limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.

In connection with the preparation of this Opinion, I have examined the
following:

1. The Company's Articles of Incorporation and Bylaws;
2. The Registration Statement;
3. The authorization and approval of the Company's Benefit Plan
concerning the Shares and Registration Statement by the Company's
Board of Directors;
4. The Company's Section 10(a) Prospectus for the Registration
Statement;
5. The Company's most recently filed Form 10-KSB and all subsequently
filed reports on Form 10-QSB;
6. Such other documents as I have deemed necessary for the purposes of
this Opinion, including an Affidavit of a representative of two
financial consulting companies which are performing consulting
services in return for stock.

For the purposes of rendering this opinion, I have assumed that no person or
entity has engaged in fraud or misrepresentation regarding the inducement
relating to, or the execution or delivery of, the documents reviewed.
Furthermore, I express no opinion as to the validity of any of the assumptions,
form or content of any financial or statistical data in the Registration
Statement.
<PAGE>
Board of Directors
Page 2
November 6, 1997

In expressing the opinion set forth herein, I have assumed the authenticity and
completeness of all corporate documents, records and instruments provided to me
by the Company and its representatives. I have assumed the accuracy of all
statements of fact contained therein. I have assumed that the information
provided to me by the Company is correct and that there are shares available to
be issued pursuant to the Benefit Plan. I have further assumed the genuineness
of signatures (both manual and conformed), the authenticity of documents
submitted as originals, the conformity to originals of all copies or faxed
copies and the correctness of all such documents. This opinion is conditioned on
all of these assumptions being correct.

Based on the above examination and to the best of my knowledge, I am of the
opinion that, when issued and sold, the Shares will be validly and legally
issued; provided, however, that no opinion is rendered under the document
regarding compliance with federal or state securities or blue sky laws. I am of
the further opinion that, when issued and sold, the Shares will be fully paid
and nonassessable. This Opinion is conditioned upon the above requirements being
met.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions and limitations set forth below:

A. Certain of the remedial provisions of the Benefit Plan may be
further limited or rendered unenforceable by other applicable
laws and interpretations.

B. I expressly except from the opinion set forth herein any
opinion or position as to whether or to which extent a Utah
court or any other court would apply Utah law, or the law of
any other state or jurisdiction, to any particular aspect of
the facts, circumstances and transactions that are the subject
of the opinion herein contained.

C. To the extent any opinion set forth above is qualified by
reference to my knowledge, my knowledge is based solely on my
examination of the items set forth in Paragraphs (1) through
(6) above.

D. In rendering the opinion that the shares of Common Stock to be
registered pursuant to the Registration Statement and issued
under the Benefit Plan will be validly issued, fully paid and
nonassessable, I assumed that: (1) the Company's Board of
Directors has exercised good faith in establishing the value
paid for the Shares; (2) All issuances and cancellations of
the capital stock of the Company will be fully and accurately
reflected in the Company's Stock Records as provided by the
Company's transfer agent; and (3) the consideration, as
determined by the Company's Board of Directors, to be received
in exchange for each issuance of common stock of the Company,
has been paid in full and actually received by the Company.

E. The opinion set forth herein, insofar as it relates to
specific agreements or documents, relates to the specified
agreements or documents and to the exhibits or schedules
referred to in this Opinion and attached to such agreements or
documents at the time of my examination of such agreements or
documents. Said opinion does not extend to documents,
agreements or
<PAGE>
Board of Directors
Page 3
November 6, 1997

instruments referred to in said agreements or documents (even
if incorporated therein by reference), or to any exhibits,
annexes or schedules that are not identified in this Opinion.

F. I expressly except from the opinion set forth herein any
opinion concerning the need for compliance by any party, and in
particular by the Company, with the provisions of the
securities laws, regulations and/or rules of the United States
of America, the State of Utah or any other jurisdiction with
regard to any other issue not expressly addressed herein, which
exclusion shall apply, but not be limited to, the subsequent
tradeability of the Shares on either state or Federal level.

G. I expressly except from the opinion set forth herein any
opinion concerning the adequacy or compliance with any laws,
Federal or state, of the Company's Form S-8 or any of its
exhibits not expressly authored by me.

This Opinion may be relied upon by you only in connection with filing of the
Registration Statement and I hereby consent to the use of it as an exhibit to
the Registration Statement. This Opinion may not be used or relied upon by you
or any other person for any purpose whatsoever, except to the extent authorized
in the Accord, without in each instance my prior written consent.

My opinion is limited to the specific positions expressed above. No other
opinions are intended to be inferred therefrom. This opinion is addressed to and
is for the benefit solely of the Company and no other person or persons shall be
furnished a copy of this opinion or are entitled to rely on the contents herein
without my express written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.

The opinions contained in this letter are rendered as of the date hereof, and I
undertake no, and disclaim any, obligation to advise you of any changes in or
any new developments which might affect any matters or opinions set forth
herein.

Sincerely,

/s/Gerald Einhorn
Gerald Einhorn (Admitted to Practice in New York State Only)

[LETTERHEAD OF ACCOUNTANT]

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

November 5, 1997

CyberAmerica Corporation
Salt Lake City, Utah

We hereby consent to the use of our audit report as of and for the year ended
December 31, 1996 dated April 14, 1997 in the Form S-8 Registration Statement of
CyberAmerica Corporation.

/s/Andersen Andersen & Strong
Andersen Andersen & Strong