

                            CyberAmerica Corporation

                           8% Convertible Demand Note

Principle Amount: $134,843.75
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 A-Z Professional Consultants, Inc.,
a corporation duly organized and validly existing under the laws of the State of
Utah ("Holder"), or order, the principle sum of one hundred thirty four thousand
eight hundred forty three dollars and seventy five cents ($134,843.75).

         1. Payments.  The Company  acknowledges  that during the fiscal year of
1997 A-Z Professional  Consultants,  Inc. performed  consulting services for the
Company  which  resulted in  $134,843.75  in earned  fees.  The  Company  hereby
promises to pay for these services in full,  including the interest  outlined in
Paragraph 2. The entire unpaid principal 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 8% 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. Stock  Conversion.  The Company has the right, at its option, at any
time after the original  issuance of the Note and prior to the close of business
on March 31,  2003,  to  convert  the  principal  hereof or any  portion of such
principal  into the number of shares of Company's  Common Stock,  as said shares
shall be  constituted  at the  date of  conversion,  obtained  by  dividing  the
principle  amount  of this  Note  or  portion  thereof  to be  converted  by the
Conversion  Price of $ 0.125.  No adjustment in respect of interest or dividends
will be made upon any conversion.  No fractional  shares will be issued upon any
conversion, but an adjustment in cash will be made in respect of any fraction of
a share which would  otherwise  by issuable  upon the  surrender of the Note for
conversion.
This right is exclusive to the Company.

         5.  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.  This Note may be  prepaid  in whole or in part at any time
without premium or penalty.


IN WITNESS  WHEREOF,  the Company has caused this Note to be duly executed under
its corporate seal.


Dated: March 31, 1998                                   CyberAmerica Corporation


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


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,  to me known to be the person  who  signed  the  foregoing
Promissory Note the President 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


