CROUCH, BIERWOLF & CHISHOLM
                      Certified Public Accountants 50 West
                              Broadway, Suite 1130
                            Salt Lake City, UT 84101


April 1, 1998

CyberAmerica Corporation
Salt Lake City, Utah
Via Fax 521-2081

Dear Mr. Surber:

We are pleased to confirm our  understanding  of the  services we are to provide
for  CyberAmerica  Corporation and  subsidiaries for the year ended December 31,
1997.

We will audit the consolidated  balance sheet of as of December 31, 1997 and the
related consolidated statement of income,  retained earnings, and cash flows for
the year then ended.

Our audit will be made in accordance with generally  accepted auditing standards
and will  include  tests of your  accounting  records  and other  procedures  we
consider  necessary  to enable us to express an  unqualified  opinion  that your
financial  statements  are  fairly  presented,  in  all  material  respects,  in
conformity  with generally  accepted  accounting  principles.  If our opinion is
other than unqualified, we will fully discuss the reasons with you in advance.

Our  procedures  will  include  tests of  documentary  evidence  supporting  the
transactions  recorded  in the  accounts,  tests of the  physical  existence  of
inventories by correspondence with selected customers,  creditors, and banks. We
will  request  written  representations  from  your  attorneys  as  part  of the
engagement,  and  they  may  bill you for  responding  to this  inquiry.  At the
conclusion of our audit, we will also request  certain  written  representations
from you about the financial statements and related matters.

An audit includes  examining,  on a test basis,  evidence supporting the amounts
and disclosures in the financial statements;  therefore,  our audit will involve
judgement  about the number of  transactions  to be examined and the areas to be
tested.  Also, we will plan and perform the audit to obtain reasonable assurance
about  whether  the  financial  statements  are free of  material  misstatement.
However,  because of the concept of reasonable assurance and because we will not
perform  a  detailed  examination  of all  transactions,  there  is a risk  that
material   errors,   irregularities,   or  illegal  acts,   including  fraud  or
defalcations,  may exist and not be detected by us. We will advise you, however,
of any matters of theat nature that come to our attention. Our responsibility as
auditors  is limited  to the period  covered by our audit and does not extend to
any later periods for which we are not engaged as auditors.

We understand that you will provide us with the basic  information  required for
our audit and





that you are responsible for the accuracy and completeness of that information.
We will advise you about appropriate accounting principles and their application
and  will  assist  in the  preparation  of your  financial  statements,  but the
responsibility   for  the   financial   statements   remains   with  you.   This
responsibility includes the maintenance of adequate records and related internal
control  policies and  procedures,  the selection and  application of accounting
principles, and the safeguarding of assets.

Our audit is not  specifically  designed  and  cannot  be relied on to  disclose
reportable  conditions,  that is,  significant  deficiencies  in the  design  or
operation of the internal control  structure,  However,  during the audit, if we
become aware of such  reportable  conditions or ways that we believe  management
practices can be improved, we will communicate them to you in a separate letter.

Our fees for  these  services  will be based  on the  actual  time  spent at our
standard  hourly  rates,  plus  out-of-pocket  costs such as report  production,
typing, postage, travel,  long-distance telephone, etc. Based on our preliminary
estimates,   and  conversations,   we  estimate  the  fee  to  be  $10,000  plus
out-of-pocket costs. This estimate is based on anticipated  cooperation from you
and your advisors and the assumption that unexpected  circumstances  will not be
encountered   during  the  audit.   We  are  also  assuming  that  all  material
transactions can be adequately  documented and that the necessary  documentation
is available.  If significant  additional time is necessary,  we will discuss it
with you and arrive at a new fee estimate before we incur the additional  costs.
We require a $5,000 retainer.

We appreciate  the  opportunity  to be of service to you and believe this letter
accurately  summarizes the significant terms of our engagement.  If you have any
questions,  please let us know. If you agree with the terms of our engagement as
described in this letter, please sigh the enclosed copy and return it to us, and
this letter will continue in effect until canceled by either party.

Very truly yours,


Crouch, Bierwolf & Chisholm

RESPONSE:
This letter correctly sets forth the understanding of CyberAmerica Corporation.

Officer signature: __/s/ Richard Surber____________________
Title: ______________President ____________________________
Date: _______________April 3, 1998_________________________