SHARE PURCHASE AGREEMENT

         THIS SHARE PURCHASE  AGREEMENT  ("Agreement") is executed this 30th day
of  June  1999 by and  between  AmeriResource  Technologies,  Inc.,  a  Delaware
corporation ("ARET"), and Calbear,LLC., a Texas corporation ("Purchaser").

                                    Recitals

         WHEREAS,  ARET is in the process of  restructuring  its  operations and
desires  to sell all of its  shares of  common  stock  and any  preferred  stock
(collectively  referred to as "the Shares") in ten  non-operating  subsidiaries,
including:

         4.       KLH Engineering of Colorado Springs, Inc.,
         5.       KLH Engineering of Lakewood, Inc.,
         6.       KLH Engineering of Grand Junction, Inc.,
         4.       KLH Engineering of Greely, Inc.,
         5.       KLH Engineering of San Mateo, Inc.,
         6.       KLH Engineering & Constructors, Inc.,
         7.       Morton Technologies, Inc.,
         8.       LBH Engineering, Inc.,
         9.       Coffee Engineering & Surveying, Inc., and
         10.      Scanlon & Associates, Inc.; and

         WHEREAS,  Purchaser  wishes to  purchase  ARET's  shares in each of the
above  listed  entities  in an  attempt  to  salvage  any  potential  value  the
subsidiaries may have.

                                    Agreement

1.       Sale of Shares.  ARET agrees to transfer the Shares to  Purchaser,  and
         Purchaser  agrees to acquire  the Shares from ARET.  Immediately  after
         ARET receives a duly  executed  copy of this  Agreement and delivery of
         the  purchase  price set forth  below,  it will  deliver  the Shares to
         Purchaser.

2.       Purchase Price. As  consideration  for the Shares,  the Purchaser shall
         deliver to a check in the amount of $550 for all of the  Shares,  which
         constitute  all of ARET's  share  interest  in each of the  above-named
         subsidiaries.

3.       Representation,   Warranties  and  Covenants  of  Purchaser.  Purchaser
         represents, warrants and covenants that:

         a.       Purchaser is  an  entity formed under the laws of the State of
                  Texas.
         b.       Purchaser is acquiring  the Shares for its own account and not
                  with a view to any  distribution  within  the  meaning  of the
                  Securities  Act of 1933,  as amended  (the  "Act").  Purchaser
                  acknowledges  that it has been  advised  and is aware that the
                  Shares  have  not  been  registered  under  the  Act  and  are
                  "restricted  stock" within the meaning of Rule 144 promulgated
                  pursuant




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                  to the Act ("Rule  144").  Unless,  and until,  the Shares are
                  registered  under the Act, they will be subject to limitations
                  upon  the   resale   set   forth  in  Rule  144  or  in  other
                  administrative  interpretations  by the SEC in  effect  at the
                  time of the proposed disposition.
         c.       Purchaser  has  received all of the  information  it considers
                  necessary or appropriate for  determining  whether to purchase
                  the Shares. Purchaser is familiar with the business,  affairs,
                  risks and properties of the 10 subsidiaries.
         d.       Purchaser  has such  knowledge  and expertise in financial and
                  business  matters that it is capable of evaluating  the merits
                  and  substantial  risks of an  investment in the Shares and is
                  able to bear the  economic  risks  relevant to the purchase of
                  the Shares hereunder.
         e.       Purchaser is relying solely upon independent consultation with
                  its  professional,  legal,  tax,  accounting  and  such  other
                  advisors as Purchaser  deems to be  appropriate  in purchasing
                  the Shares;  Purchaser  has been advised to, and has consulted
                  with, its  professional tax and legal advisors with respect to
                  any tax consequences of investing in the Shares.
         f.       Purchaser  recognizes  that an investment in the securities of
                  the  10   subsidiaries   involves  a   substantial   risk  and
                  understands  the risk  factors  related to the purchase of the
                  Shares.
         g.       Purchaser understands  that there is no  public market for the
                  Shares.
         h.       Without  in any way  limiting  the  representations  set forth
                  above, Purchaser further agrees not to make any disposition of
                  all or any portion of the Shares unless and until:

                  (1)      There  is then in  effect  a  registration  statement
                           under the Act covering such proposed  disposition and
                           such  disposition  is made in  accordance  with  such
                           registration statement.

         i.       Purchaser  understands  that ARET is relying upon  Purchaser's
                  representations  and warranties as contained in this Agreement
                  in  consummating  the sale and transfer of the Shares  without
                  registering  them  under  the  Act  or  any  law.   Therefore,
                  Purchaser  agrees  to  indemnify  ARET  against,  and  hold it
                  harmless from, all losses,  liabilities,  costs, penalties and
                  expenses  (including  attorney's fees) which arise as a result
                  of a sale, exchange or other transfer of the Shares other than
                  as permitted under this Agreement.

6.       Representations and  Warranties  of ARET.  ARET represents and warrants
         that:

         a.       ARET is a  corporation  duly  organized  and validly  existing
                  under the laws of the State of Delaware.
         b.       ARET has valid title to the Shares which it is transferring to
                  the Purchaser pursuant to this Agreement. There are no claims,
                  liens,  security  interests,  or other  encumbrances  upon the
                  Shares.
         c.       All  corporate  action  on the part of ARET  required  for the
                  lawful  execution  and  delivery  of  this  Agreement  and the
                  issuance,  execution  and delivery of the Shares has been duly
                  and  effectively  taken.  Upon  execution and  delivery,  this
                  Agreement  will  constitute a valid and binding  obligation of
                  ARET,  enforceable in accordance with its terms, except as the
                  enforceability  may  be  limited  by  applicable   bankruptcy,
                  insolvency  or similar laws and judicial  decisions  affecting
                  creditors' rights generally.
         d.       Except  as to  the title to the Shares and  the absence of any
                  claims, liens, security interests, or other encumbrances  upon




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                  the Shares, ARET makes no representations  or  warranty of any
                  kind  whatsoever, either express or implied,  with  respect to
                  the  Shares  and  the  value  thereof  or  the lack  of  value
                  represented  thereby and with respect to the  financial  cond-
                  ition of any of the above-listed subsidiaries or the assets of
                  any of such subsidiaries.

7.       Survival   of   Representations,    Warranties   and   Covenants.   The
         representations, warranties and covenants made by ARET and Purchaser in
         this Agreement shall survive the purchase and sale of the Shares.

8.       Miscellaneous.

         a.       In the event any one or more of the  provisions  contained  in
                  this Agreement are for any reason held to be invalid,  illegal
                  or unenforceable in any respect,  such invalidity,  illegality
                  or  unenforceability  shall not effect any other provisions of
                  this  Agreement.  This Agreement shall be construed as if such
                  invalid,  illegal or  unenforceable  provision  had never been
                  contained herein.

         b.       This Agreement  shall be binding upon and inure to the benefit
                  of   the   parties   and   their   respective   heirs,   legal
                  representatives,   successors,   and  permitted  assigns.  The
                  parties  hereto may not  transfer  or assign any part of their
                  rights or obligations except to the extent expressly permitted
                  by this Agreement.

         c.       This   Agreement   constitutes   the  entire   agreement   and
                  understanding  between the parties with respect to the sale of
                  the  Shares  and may not be  modified  or  amended  except  in
                  writing signed by both parties.

         d.       No term or condition of this Agreement shall be deemed to have
                  been  waived nor shall  there be any  estoppel  to enforce any
                  provision of this  Agreement  except by written  instrument of
                  the party charged with such waiver or estoppel.

         e.       The  validity, interpretation, and  performance of this Agree-
                  ment shall be governed by the laws of the State of Utah, with-
                  out  regard to its law on the conflict of laws.  Any action or
                  proceeding  seeking  to enforce any  provision of, or based on
                  any  right  arising out  of,  this Agreement  may  be  brought
                  against any of the parties in the courts of the State of Utah,
                  County of Salt Lake, and  each of  the parties consents to the
                  jurisdiction  of such courts (and of the appropriate appellate
                  courts)  in any  such  action or  proceeding  and  waives  any
                  objection to venue laid therein.   The parties exclude any and
                  all statutes, laws and treaties which  would allow or  require
                  any dispute to be decided in  another forum or by  other rules
                  of decision than provided in this Agreement.












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         IN WITNESS  WHEREOF,  the parties  have  executed  this Stock  Purchase
Agreement as of the day and year first appearing herein.



AmeriResource Technologies, Inc. ("ARET")          Calbear, LLC..  ("Purchaser")


---------------------------------              ---------------------------------
Delmar Janovec, CEO                            BonnieJean C. Tippetts, President


















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