EXHIBIT 5.5
                                       

                             FOX LAW OFFICES, P.A.
                                 P.O. BOX 1097
                           PECOS, NEW MEXICO  87552
                           Telephone (505) 757-6411
                           Facsimile (505) 757-2411


May 13, 1998


Board of Directors
ARXA International Energy, Inc.
110 Cypress Station Drive,  Suite 280
Houston, Texas  77090

      In re:  ARXA International Energy, Inc.
                Registration Statement on Form S-8
                SP Group Internet Services Agreement
Gentlemen:

We have represented ARXA International Energy, Inc., a Delaware Corporation, 
("Company") in connection with the preparation of a registration statement 
filed with the Securities and Exchange Commission on Form S-8 ("Registration 
Statement") relating to the proposed issuance of up to 63,000 shares 
("Shares") of the Company's Common Stock, (par value of $.001 per share)  
("Common Stock") pursuant to the terms of an Internet Services Agreement with 
SP Group dated May 13, 1998.  In this connection, we have examined such 
documents, corporate records and other papers as we deemed necessary to 
examine for the purposes of this opinion.

We are of the opinion that the shares of Common Stock will be, when issued 
pursuant to the Internet Services Agreement, legally issued, fully paid and 
nonassessable.

We hereby consent to the filing of this Opinion as an Exhibit to the 
Registration Statement.

Yours truly,
FOX LAW OFFICES, P.A.


By:  Richard C. Fox