
                            CyberAmerica Corporation
                                 Promissory Note
Principle Amount: $47,294.55                                Date: March 31, 1998

         CyberAmerica  Corporation,  a  corporation  duly  organized and validly
existing under the laws of the State of Nevada  (herein  called the  "Company"),
for value received  hereby promises to pay to Richard D. Surber  ("Holder"),  or
order, the principle sum of forty seven thousand two hundred ninety four dollars
and fifty five cents ($47,294.55).

         1. Payments.  The Company  acknowledges  that between  January 1996 and
December 1997 it received periodic cash advances with an outstanding  balance of
$47,294.55  from Holder.  The Company  hereby  promises to repay this balance in
full,  including  the  interest  outlined  in  Paragraph  2. The  entire  unpaid
principal balance and accrued interest thereon, if any, shall become immediately
due and payable on demand but no later than March 31, 2003.

         2. Interest.  The obligation  shall bear simple interest which shall be
at the rate of 22% per annum  commencing  on March 31, 1998,  payable in full on
the date of maturity.

         3. Type and Place of Payments. Payments of principal and interest shall
be made in lawful  money of the  United  States of  America  to the  above-named
Holder at the principle  office  CyberAmerica  Corporation,  268 West 400 South,
Suite 300,  Salt Lake City,  Utah  84101,  or at such other  place as the holder
hereof may from time to time designate in writing.

         4.  Prepayment.  Advance  payment  or  payments  may  be  made  on  the
principal,  without penalty or forfeiture.  There shall be no premium or penalty
for any prepayment.

IN WITNESS  WHEREOF,  the Company has caused this Note to be duly executed.

Dated:  March 31, 1998                                  CyberAmerica Corporation

                                               By:   /s/ Wayne Newton
                                                   _____________________________
                                                    Wayne Newton
                                                    Authorized Representative
STATE OF ____UTAH_______ )
                         ): ss
COUNTY OF __SALT LAKE__  )

Before  me, a Notary  Public  of said  State,  on the 31st day of  March,  1998,
personally  appeared,  Wayne Newton, to me known to be the person who signed the
foregoing   Promissory  Note  the  Authorized   Representative  of  CyberAmerica
Corporation, a Nevada Corporation,  who being duly sworn, acknowledged that they
signed  the  same  individually  by  voluntary  act and  deed,  for the uses and
purposes therein expressed, and that the facts stated therein are true.

                                            WITNESSETH MY HAND AND OFFICIAL SEAL

                                                       /s/ Steven A. Mallery
                                                     ---------------------------
                                                      Notary Public

