STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE  AGREEMENT  ("AGREEMENT") IS EFFECTIVE AS OF AUGUST
1, 1999, BETWEEN STARUNI  CORPORATION.,  a California  corporation  ("Staruni"),
with  an  address  of  8501  Wilshire  Boulevard.,  Suite  320,  BEVERLY  HILLS,
CALIFORNIA 90211 AND AMERIRESOURCES  TECHNOLOGIES,  INC., a Delaware corporation
("AmeriResources"),  with an address of 8815 East Long  Street  Lenexas,  Kansas
66215.

         WHEREAS,  AmeriResources  is  the  owner  of  all  of  the  issued  and
outstanding  shares of common stock of The Travel  Agents  Hotel Guide,  Inc., a
Nevada corporation (the "Corporation");

         WHEREAS,  the Corporation owns the rights to a publication known as the
Travel Agents Hotel Guide; and

         WHEREAS,  Staruni  wishes to acquire  Fifty percent (50%) of all of the
issued and outstanding shares of common stock of the Corporation (the "Shares").

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants and agreements  herein  contained,  the parties hereto,  severally and
jointly,  have agreed, and do hereby agree,  subject to the terms and conditions
hereinafter set forth as follows:

                                    ARTICLE I

                           PURCHASE AND SALE OF SHARES

         1.01  PURCHASE AND SALE.  Subject to the terms and  conditions  of this
Agreement,  and in  reliance on the  representations  and  warranties  contained
herein, at Closing,  AmeriResources  shall sell, transfer and deliver the Shares
to Staruni, free and clear of all liens, pledges, charges or other encumbrances.
Certificates  evidencing the Shares shall be either duly endorsed or accompanied
by stock powers.

         1.02 PURCHASE  PRICE. In  consideration  of the purchase of the Shares,
Staruni shall issue to  AmeriResources,  at Closing,  500,000  shares of Staruni
Common Stock with a market  value of  $2,000,000  and 837,500  shares of Staruni
Common  Stock to Global  DataTel,  Inc.  with a market  value of  $3,350,000  in
exchange  for  which  Global   DataTel,   Inc.  has  agreed  to  surrender   the
AmeriResources  Debenture  in the  face  amount  of  $3,350,000  hold by  Global
DataTel,  Inc.(the  "Staruni  Stock").  In the event that at Closing  the market
value of the Staruni shares is less than $4.00 per share additional shares shall
be issued to meet the  market  values  stated  within  this  paragraph.  Staruni
further agrees to be the responsible  party for creating a web page and presence
for the Corporation on the Internet.

                                   ARTICLE II

                REPRESENTATIONS AND WARRANTIES OF AMERIRESOURCES

         AmeriResources  represents and warrants to Staruni,  to the best of its
knowledge, knowing and intending that Staruni will rely on these representations
and warranties in entering into this Agreement, as follows:

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         2.01  CORPORATE AUTHORITY.

                  (a)  AmeriResources  has the corporate  power and authority to
enter  into this  Agreement  and to carry  out its  obligations  hereunder.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby  have  been duly  authorized  by the Board of
Directors of AmeriResources,  and no other corporate  proceedings on the part of
AmeriResources  are necessary to authorize this  Agreement and the  transactions
contemplated hereby.

                  (b) The Corporation is a wholly owned by AmeriResources.

         2.02 NO CONFLICT OR DEFAULT. Neither the execution and delivery of this
Agreement,  nor  compliance  with the terms  and  provisions  hereof,  including
without  limitation the  consummation of the transactions  contemplated  hereby,
will violate any statute, regulation or ordinance of any governmental authority,
or conflict with or result in the breach of any term  condition or provisions of
the Articles of Incorporation or By-laws of AmeriResources, or of any agreement,
deed,  contract,  mortgage,  indenture,  writ, order decree, legal obligation or
instrument  to  which  AmeriResources  is a party  or by  which it or any of its
respective assets or properties are or may be bound: or constitute a default (or
an event which,  with the lapse of time or the giving of notice,  or both, would
constitute a default) thereunder, or result in the creation or imposition of any
lien,  charge or  encumbrance,  or  restriction  of any nature  whatsoever  with
respect to any  properties  or assets of  AmeriResources,  or give to others any
interest  or  rights,   including   rights  of   termination,   acceleration  or
cancellation in or with respect to any of the properties,  assets, contracts, or
business of AmeriResources.

         2.03     DUE ORGANIZATION; POWER; QUALIFICATION; ETC. OF CORPORATION

                  (a) The Corporation is a corporation  duly organized,  validly
existing, and in good standing under the laws of the State of Nevada and has the
corporate  power to own its  property  and to carry on its  business  as now and
where now conducted;  is duly qualified or licensed as a foreign corporation and
is in good standing in all  jurisdictions in which the nature of its business or
the  property  owned,  leased or  operated  by it makes  such  qualification  or
licensing necessary.

                  (b)  The Corporation has no subsidiaries.

                  (c)  The  copies  of  the   Articles  (or   Certificates)   of
Incorporation of the Corporation certified by the Secretary of State of domicile
and of the By-Laws (or Codes of  Regulations) of the  Corporation,  certified by
its  corporate  Secretary,  and the minute and stock record book or books of the
Corporation  are true and complete and reflect all  resolutions  adopted and all
actions  authorized  or ratified by the  shareholders  and the  directors of the
Corporation.

     2.04  CAPITALIZATION.  THE  AUTHORIZED  CAPITAL  STOCK  OF THE  CORPORATION
CONSISTS OF 500,000,000  shares of common stock,  $.001 par value per share,  of
which 492,060,312 shares are issued and outstanding as of the date hereof. There
are no options, warrants, convertible securities or rights which may require any
Company to issue  additional  shares of its capital stock.  All the  outstanding
shares of common stock of the  Corporation  have been duly  authorized,  and are
validly issued, fully paid and nonassessable.  The Corporation has no obligation
of any kind to issue any additional securities,  except as disclosed in Schedule
2.03, or as provided for herein.

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         2.05     FINANCIAL INFORMATION; NO MATERIAL ADVERSE CHANGE.

                  (a) AmeriResources has heretofore  delivered to Staruni  suff-
icient financial information for the Corporation.

         All of the Financial  Statements for the Corporation and AmeriResources
(i)  have  been  prepared  in  accordance  with  generally  accepted  accounting
principles applied on a consistent basis during the periods, (ii) fairly present
the financial condition,  results of its operations and changes in its financial
position at and for the  periods  therein  specified  for the  entities  covered
thereby,  (iii) are true and complete,  (iv) are  consistent  with the books and
records of the entities covered  thereby,  and (v) with respect to any unaudited
financial  statements,  include  all  adjustments,  consisting  only  of  normal
recurring  adjustments,  required for a fair presentation.  As of the respective
dates,  such  Financial  Statements  did not contain any untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading.

         2.06     TAX MATTERS.

                  (a) The  Corporation  has filed or caused to be filed with the
appropriate federal,  state, county, local and foreign governmental  agencies of
instrumentalities  all tax returns and tax reports required to be filed, and all
taxes,  assessments,  fees and other  governmental  charges have been fully paid
when due.

                  (b)  There is no  pending  or,  to the best  knowledge  of the
Corporation,   any  threatened  federal,   state  or  local  tax  audit  of  the
Corporation;  there is no  agreement  with any  federal,  state or local  taxing
authority that may affect the subsequent tax liabilities of the Corporation.

         2.07     PARTY TO AGREEMENTS.

         (a)  The   Corporation  is  not  a  party  to  any  contract  or  other
arrangements  except those made in the ordinary  course of business or which are
terminable   on  the  giving  of  sixty  (60)  days  (or  less)  notice  of  the
Corporation's  intent to terminate  such  contract.  The  Corporation  is not in
default in any material  respect under any contract or agreements to which it is
a party or by which it or any of its assets is or may be bound.

         (b)  Schedule  2.07  is a true  and  complete  list  of all  contracts,
understandings,  commitments, arrangements and agreements (all of which, and any
other  agreements  set forth on any other  Schedule  or list,  or  furnished  in
writing to Staruni pursuant to this Agreement,  are collectively  referred to in
this Agreement as "contracts"),  which are in full force and effect, unperformed
in whole or in part, to which The  Corporation  is a party,  including,  but not
limited to, the following:

                  (i)     bonus,     incentive,     pension,     profit-sharing,
                  hospitalization, insurance, deferred compensation, retirement,
                  stock  option  or  stock   purchase  plans  or  similar  plans
                  providing employee benefits;

                  (ii) factoring,  loan,  note,  financing or similar  contracts
                  with any lenders,  or guarantees of undertakings to answer for
                  the debts or defaults of another, or any contracts encumbering
                  title to any of The Corporation's assets;

                  (iii)  contracts for the  acquisition  or  disposition  of the
                  property,  assets or capital  stock or other  securities  of a
                  business or company;

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                  (iv) management or consulting contracts;

                  (v) partnership or joint venture contracts involving a sharing
                  of profits;

                  (vi) contracts  for  the  employment  or  compensation  of any
                  employee, officer, director or agent; and

                  (vii) contracts not made in the ordinary course.

         2.08  LITIGATION.  There  are no  actions,  suits,  investigations,  or
proceedings  pending,  or,  to the  knowledge  of the  Corporation,  threatened,
against or affecting or which may adversely affect the Corporation, in any court
or by or before any governmental body or agency,  including  without  limitation
any claim, proceeding or litigation for the purpose of challenging, enjoining or
preventing the execution,  delivery or consummation  of this Agreement;  and the
Corporation  does not know of any state of facts  which  would  give rise to any
such action, suit,  investigation or proceeding.  The Corporation is not subject
to any order, judgment, decree, stipulation or consent or any agreement with any
governmental body or agency which affects its business or operation.

         2.09 GOVERNMENTAL APPROVAL. The Corporation has all permits,  licenses,
orders and approvals of all federal,  state,  local or foreign  governmental  or
regulatory  bodies  required  for the  Corporation  to conduct  its  business as
presently  conducted.  All such permits,  licenses,  orders and approvals are in
full  force and  effect  and no  suspension  or  cancellation  of any of them is
threatened,  and none of such  permits  licenses,  orders of  approvals  will be
affected by the consummation of the transactions contemplated by this Agreement.

         2.10 SALARIES AND ACCRUED  COMPENSATION.  Schedule 2.10 annexed  hereto
and made a part  hereof  is a true  and  complete  list,  as of the date of this
Agreement,  of all of the  persons  who are  employed  by the  Corporation  with
compensation  (including  bonuses)  in  excess  of  $2,500  per  year,  and  the
Corporation does not have outstanding  liability for payment of wages,  vacation
pay (whether accrued or otherwise), salaries, bonuses, pensions or contributions
under any labor or employment contract, whether oral or written, or by reason of
any past practices  with respect to such  employees  based upon or accruing with
respect to services of present or former employees of the Corporation, except as
disclosed in Schedule 2.10.

         2.11 EMPLOYEE  BENEFIT PLANS. The Corporation does not have any pension
plan, profit-sharing plan or employees' savings plan, and the Corporation is not
otherwise subject to any applicable provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").

         2.12 TITLE TO ASSETS. The Corporation has good, valid and, except as to
leased  assets,  marketable  title  to all of its  assets  (real  and  personal,
tangible and intangible), including, but not limited to, all assets reflected or
required to be reflected in the Financial Statements and all assets purchased or
leased by them (except for  properties and assets so reflected or required to be
reflected,  which have been sold or otherwise disposed of in the ordinary course
of business), subject to no liens, pledges,  encumbrances,  mortgages,  security
interests,  charges or other  similar  restrictions  of any  nature  whatsoever,
except  as  disclosed  in the  Financial  Statements  or in  Schedules  to  this
Agreement.  The personal  property  owned or leased by The  Corporation  for the
operation  of, or used in,  its  business  is in its  possession  and is in good
operating or working  condition  and repair,  after taking into account  routine
maintenance  and repair,  age of equipment  and ordinary  wear and tear,  and is
adequate for the operation of its business as presently conducted.

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         2.13  PATENTS AND TRADEMARKS.

                  (a) All trademarks, trade names, service marks or applications
owned by The  Corporation  or used in its operations are listed on Schedule 2.13
and, to the extent indicated thereon, have been duly registered and filed.

         2.14  ENVIRONMENTAL  CONCERNS.  The  Corporation has not engaged in any
operations  which have  resulted  or will  result in any  chemicals,  hazardous,
noxious or toxic wastes being deposited, spilled, leaked, disposed of, dumped or
buried at any facility,  contiguous property, or any other real property,  which
have,  will,  or may result in  property  damages,  personal  injury or clean-up
costs.

         2.15 LABOR MATTERS. The Corporation has not entered into any collective
bargaining  agreements and is not in discussions with any labor group seeking to
become a bargaining unit for any of the Corporations employees.

         2.16  MATERIAL  MISSTATEMENTS  OR  OMISSIONS.   No  representations  or
warranties  made by  AmeriResources  in this  Agreement  or in any  certificate,
schedule  or other  document  furnished  in  connection  with  the  transactions
contemplated by this Agreement, contains or will contain any untrue statement of
a material  fact,  or omits or will omit to state a material  fact  necessary to
make the statements of fact contained therein not misleading.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF STARUNI

         Staruni represents and warrants to  AmeriResources,  to the best of its
knowledge,  knowing  and  intending  that  AmeriResources  will  rely  on  these
representations and warranties in entering into this Agreement, as follows:

         3.01 CORPORATE AUTHORITY. Staruni has the corporate power and authority
to enter into this  Agreement  and to carry out its  obligation  hereunder.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby  have  been duly  authorized  by its Board of
Directors and,  except for the approval of its  stockholders,  if necessary,  no
other  corporate  proceedings  on the  part of such  Company  are  necessary  to
authorize this Agreement and the transactions contemplated hereby.

         3.02 NO CONFLICT OR DEFAULT. Neither the execution and delivery of this
Agreement,  nor  compliance  with the terms  and  provisions  hereof,  including
without  limitation the  consummation of the transactions  contemplated  hereby,
will violate any statute, regulation or ordinance of any governmental authority,
or conflict with or result in the breach of any term, condition or provisions of
the Articles of Incorporation or By-laws of Staruni, or of any agreement,  deed,
contract,   mortgage,   indenture,  writ,  order  decree,  legal  obligation  or
instrument to which  Staruni is a party or by which it or any of its  respective
assets or properties  are or may be bound,  or constitute a default (or an event
which, with the lapse of time or the giving of notice, or both, would constitute
a default)  thereunder  or result in the  creation  or  imposition  of any lien,
charge or encumbrance,  or restriction of any nature  whatsoever with respect to
any  properties or assets of Staruni,  or give to others any interest or rights,
including rights of termination, acceleration or cancellation in or with respect
to any of the properties, assets, contracts or business of Staruni.

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         3.03     DUE   ORGANIZATION;  POWER;  QUALIFICATION;  SUBSIDIARIES  AND
AFFILIATES, ETC.

                  (a) Staruni is a corporation duly organized, validly existing,
in good standing under the laws of the State of California and has the corporate
power to own its  property and to carry on its  business as now  conducted.  The
nature of the business now  conducted by Staruni,  the character of the property
owned by it,  or any  other  state  of facts  does  not  require  Staruni  to be
qualified to do business as a foreign corporation in any jurisdiction.

     3.04  CAPITALIZATION.  The authorized  capital stock of staruni consists of
shares 250,000,000 shares of common stock,  $.0001 par value per share, of which
approximately  14,000,000  shares  are  issued  and  outstanding  as of the date
hereof. There are no options,  warrants,  convertible securities or rights which
may require Staruni to issue additional  shares of its capital stock,  except as
disclosed  in Schedule  3.03.  All the  outstanding  shares of common  stock and
preferred  stock of Staruni have been duly  authorized,  and are validly issued,
fully paid and nonassessable. Staruni has no obligation of any kind to issue any
additional securities,  except as disclosed in Schedule 3.03, or as provided for
herein.

         3.05     FINANCIAL INFORMATION; NO MATERIAL ADVERSE CHANGE.

                  (a)  Staruni  has  heretofore   delivered  to   AmeriResources
sufficient financial information for the use of AmeriResources.

         All of the  Financial  Statements  of Staruni (i) have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis during the periods,  (ii) fairly present the financial condition,  results
of its operations  and changes in its financial  position at and for the periods
therein specified for the entities covered thereby, (iii) are true and complete,
(iv) are consistent with the books and records of the entities  covered thereby,
and  (v)  with  respect  to any  unaudited  financial  statements,  include  all
adjustments,  consisting only of normal  recurring  adjustments,  required for a
fair presentation. As of the respective dates, such Financial Statements did not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein in order to make the statements  therein, in light
of the circumstances under which they were made, not misleading.

                  (b) There  were no  liabilities,  absolute  or  contingent  of
Staruni that were not shown or reserved  against on the balance sheets  included
in the Financial Statements,  except obligations under the contracts shown on or
as otherwise disclosed in Schedule 3.05.

                  (c)  Staruni  has  not  sold  or  otherwise   disposed  of  or
encumbered  any  of  the  properties  or  assets   reflected  on  the  Financial
Statements,  or otherwise owned or leased by it except in the ordinary course of
business, except as described in Schedule 3.05.

                  (d) Staruni has no liabilities or obligations, whether accrued
or  unaccrued,  fixed  or  contingent,  which  have not  been  reflected  in the
Financial  Statements  or  described  on  Schedules  to this  Agreement,  except
liabilities  incurred and  obligations  entered  into in the ordinary  course of
business and is not in default with respect to any such liability or obligation.

         3.06     TAX MATTERS.

                  (a)  Staruni  has  filed  or  caused  to  be  filed  with  the
appropriate federal,  state, county, local and foreign governmental  agencies or
instrumentalities all tax returns and tax reports required to be filed, and

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<PAGE>



all taxes, assessments, fees and other governmental charges have been fully paid
when due.

                  (b) There are no  pending  or,  threatened  federal,  state or
local tax audit of Staruni;  there is no agreement  with any  federal,  state or
local  taxing  authority  that may  affect the  subsequent  tax  liabilities  of
Staruni.

         3.07     PARTY TO AGREEMENTS.

         (a)  Except as  disclosed  by Staruni in its most  recent  Form  10KSB,
Staruni is not a party to any contract or other arrangement except those made in
the ordinary  course of business or which are  terminable on the giving of sixty
(60) day's (or less) notice of  Staruni's  intent to  terminate  such  contract,
except as set forth in its Form 10KSB

         3.08 LITIGATION.  Other than as disclosed in its Financial  Statements,
there are no actions suits,  investigations,  or proceedings pending, or, to the
knowledge  of  Staruni,  threatened,  against or  affecting  or which may affect
Staruni, the performance of the terms and conditions hereof, or the consummation
of the  transactions  contemplated  hereby,  in any  court or by or  before  any
governmental body or agency,  including without limitation any claim, proceeding
or  litigation  for the purpose of  challenging,  enjoining  or  preventing  the
execution,  delivery or consummation of this agreement;  and except as otherwise
disclosed  herein  does not know of any state of facts  which would give rise to
any such action, suit investigation or proceeding. Staruni is not subject to any
order,  judgment,  decree,  stipulation  or  consent or any  agreement  with any
governmental body or agency which affects its business or operation.

         3.09 GOVERNMENTAL APPROVAL.  Staruni has all permits,  licenses, orders
and approvals of all federal state, local or foreign  governmental or regulatory
bodies required for Staruni to conduct its business as presently conducted.  All
such permits, licenses, orders and approvals are in full force and effect and no
suspension  or  cancellation  of any of them  is  threatened,  and  none of such
permits  licenses,  orders of approvals will be affected by the  consummation of
the transactions contemplated by this Agreement.

         3.13  PATENTS AND TRADEMARKS.

         (a) All trademarks, trade names, service marks or applications owned by
Staruni or used in its operations are listed on Schedule 3.13 and, to the extent
indicated thereon, have been duly registered and filed.

         3.14 ENVIRONMENTAL CONCERNS.  Staruni has not engaged in any operations
which have resulted or will result in any chemicals, hazardous, noxious or toxic
wastes being deposited,  spilled,  leaked,  disposed of, dumped or buried at any
facility,  contiguous property, or any other real property, which have, will, or
may result in property damages, personal injury or clean-up costs.

         3.15  LABOR  MATTERS.  Staruni  has not  entered  into  any  collective
bargaining  agreements and is not in discussions with any labor group seeking to
become a bargaining unit for any of the Corporations employees.

         3.16  MATERIAL  MISSTATEMENTS  OR  OMISSIONS.   No  representations  or
warranties made by Staruni in this Agreement or in any certificate,  schedule or
other document  furnished in connection  with the  transactions  contemplated by
this  Agreement,  contains or will  contain any untrue  statement  of a material
fact,  or omits or will  omit to state a  material  fact  necessary  to make the
statements of fact contained therein not misleading.

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         3.17  SECURITIES  FILINGS.  Staruni  will have on the closing  date and
thereafter,  made all filings  required to be made by it with the Securities and
Exchange Commission and any state securities authorities.

                                   ARTICLE IV

                                    COVENANTS

         4.01  COVENANTS  OF STARUNI.  Staruni  agrees that prior to the closing
date:

                  (a)  No   dividend   shall  be   declared  or  paid  by  other
distribution  (whether in cash, stock,  property or any combination  thereof) or
payment  declared or made in respect to Staruni common stock or preferred stock,
nor shall Staruni  purchase,  acquire or redeem or split,  combine or reclassify
any shares of its capital stock.

                  (b) Except as herein provided,  no change shall be made in the
number of shares of authorized  or issued  Staruni  common stock;  nor shall any
option,  warrant,  call,  right,  commitment  or agreement  of any  character be
granted or made by Staruni  relating to its  authorized or issued Staruni common
stock;  nor shall Staruni  issue,  grant or sell any  securities or  obligations
convertible into or exchangeable for shares of Staruni common stock.

         4.02 COVENANTS OF AMERIRESOURCES.  AmeriResources  agrees that prior to
the closing date:

                  (a) Except as herein provided,  no change shall be made in the
number of shares of authorized or issued  common stock of the  Corporation;  nor
shall any option, warrant, call, right, commitment or agreement (other than this
Agreement)  of any  character be granted or made  relating to the  authorized or
issued stock of the Corporation,  nor shall there be issued, granted or sold any
securities or obligation  convertible  into or exchangeable for shares of common
stock.

                  (b) The Corporation  will not (i) incur any  indebtedness  for
borrowed money; (ii) assume,  guarantee,  endorse, or otherwise become liable or
responsible (whether directly  contingently or otherwise) for the obligations of
any other individual,  firm or corporation; or (iii) make any loans, advances of
capital  contributions  to or  investments  in,  any other  individual,  firm or
corporation.

                  (c) The Corporation will not alter or change any employment or
other  contract  with any of its  management  personnel or make,  adopt,  alter,
revise,  or amend any pension,  bonus,  profit-sharing or other employee benefit
plan,  or grant any salary  increase  or bonus to any person or owe any  accrued
salary or other  compensation  under any  agreement  or plan  without  the prior
written consent of AmeriResources.

                  (d) The Corporation will not take, agree to take, or knowingly
permit to be taken any action, or do, or knowingly permit to be done anything in
the  conduct of its  business,  or  otherwise,  which would be contrary to or in
breach of any of the terms or provisions of this Agreement, or which would cause
any of the  representations  contained  herein  to be or  become  untrue  in any
material respect at the Closing Date.

         4.03    MUTUAL COVENANTS.  Staruni and AmeriResources further agree and
covenant as follows:

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         (A) CORPORATE ACTION.  AmeriResources and Staruni will take all actions
necessary in  accordance  with  applicable  law and each  company's  Articles of
Incorporation   and  By-Laws  to  authorize  and  consummate  the   transactions
contemplated herein.

         (B) CONDUCT OF  BUSINESS.  Prior to closing,  unless the parties  shall
otherwise agree in writing,  the Corporation and Staruni shall not operate their
businesses otherwise than in the ordinary course.

         (B) ACCESS.  Prior to the closing,  AmeriResources  shall afford to the
officers,  attorneys,  accountants,  and  other  authorized  representatives  of
Staruni  free  and  full  access  to the  premises,  books  and  records  of the
Corporation in order that Staruni may make such  investigation  as it may desire
of the affairs of the Corporation.

                                    ARTICLE V

                                   CONDITIONS

         5.01 CONDITIONS TO THE OBLIGATIONS OF  AMERIRESOURCES.  The obligations
of  AmeriResources  to consummate  the sale  contemplated  by this Agreement are
subject to the satisfaction,  at or before the closing, of each of the following
conditions:

                  (a) No  action  shall  have  been  threatened,  taken by or be
pending  before,  and no  statute,  rule,  regulation  or order  shall have been
promulgated,  enacted, entered, enforced or deemed applicable to the transaction
by any federal,  state or foreign government or governmental authority or by any
court,  domestic or foreign,  including the entry of a preliminary  or permanent
injunction,  which would (i) make the sale illegal, (ii) require the divestiture
by  AmeriResources  of any shares of  AmeriResources  or the Corporation or of a
material portion of the business of AmeriResources, (iii) impose material limits
on the  ability of  AmeriResources  to  effectively  control the  businesses  of
AmeriResources, (iv) otherwise materially adversely affect AmeriResources or (v)
if the sale is  consummated,  subject  any  officer,  director,  or  employee of
AmeriResources  to criminal  penalties or to civil  liabilities  not  adequately
covered   by   insurance   or   enforceable    indemnification   maintained   by
AmeriResources.

                  (b) Staruni shall have complied in all material  respects with
its agreements and covenants herein, and all  representations  and warranties of
Staruni herein shall be true and correct in all material respects at the time of
closing as if made at that time,  except to the extent they expressly  relate to
an earlier date.

         5.02  CONDITIONS TO THE  OBLIGATIONS  OF STARUNI.  The  obligations  of
Staruni to consummate the purchase contemplated by this Agreement are subject to
the satisfaction, at or before the closing, of each of the following conditions:

                  (a) No  action  shall  have  been  threatened,  taken by or be
pending  before,  and no  statute,  rule,  regulation  or order  shall have been
promulgated,  enacted, entered, enforced or deemed applicable to the purchase by
any federal,  state of foreign  government or  governmental  authority or by any
court,  domestic or foreign,  including the entry of a preliminary  or permanent
injunction,  which  would  (i) make  the  purchase  illegal,  (ii)  require  the
divestiture by Staruni of the shares of Staruni or of a material  portion of the
business of Staruni,  (iii) impose  material limits on the ability of Staruni to
effectively control the business of Staruni, (iv) otherwise materially adversely
affect  Staruni or (v) if the  purchase is  consummated,  subject  any  officer,
director,  or employee of Staruni to criminal  penalties or to civil liabilities
not adequately covered by insurance of

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<PAGE>



enforceable indemnification maintained by Staruni.

                  (b)  AmeriResources   shall  have  complied  in  all  material
respects with its agreements and covenants herein, and all  representations  and
warranties of  AmeriResources as to the Corporation shall be true and correct in
all  material  respect at the time of closing as if made at the time,  except to
the extent they expressly relate to an earlier date.

                                   ARTICLE VI

                            INTENTIONALLY LEFT BLANK

                                   ARTICLE VII

                      INDEMNIFICATION AND WAIVER OF CLAIMS

         7.01 SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  Notwithstanding  the
closing of the transactions  contemplated by this Agreement or any investigation
made by or on behalf of  Staruni  or  AmeriResources,  the  representations  and
warranties of Staruni and  AmeriResources  contained in this Agreement or in any
certificate,  schedule,  chart,  list,  letter,  compilation  or other  document
delivered  pursuant  hereto,  shall  survive the Closing for a period of one (1)
year;  provided,  however,  that the representations and warranties contained in
Sections  2.06 and 3.06 with  respect to tax matters  shall be deemed to survive
for so long as any applicable  statute of limitations with respect to tax claims
shall not have expired,  shall have been  suspended or shall have been waived or
extended, and for thirty (30) days thereafter;  provided further,  however, that
as to any breach of or misstatement in any such representation or warranty as to
which the  non-breaching  party has given  notice to the  breaching  party on or
prior to the expiration of the applicable  period as to tax or non-tax  matters,
as above set forth,  the same shall continue to survive beyond said period,  but
only as to the matters contained in such notice.

         7.02  INDEMNIFICATION.  Staruni and AmeriResources  each agree to save,
defend and  indemnify  the other  against and hold it harmless  from any and all
liabilities,  of  every  kind,  nature  and  description,  fixed  or  contingent
(including, without limitation, counsel fees and expenses in connection with any
action,  claim or proceeding  relating to such  liabilities)  arising out of any
misrepresentation  made by such  indemnifying  party or any transaction or event
commencing or occurring on or prior to Closing,  which is not fully disclosed or
provided for in the Financial Statements, this Agreement or the exhibits hereto.

         7.03  DEFENSE  OF  CLAIMS.   An  indemnified  party  shall  notify  the
indemnifying  party with reasonable  promptness of any claim asserted against it
in respect of which the  indemnifying  party may be liable under this Agreement,
which notification shall be accompanied by a written statement setting forth the
basis of such  claim and the manner of  calculation  thereof.  The  indemnifying
party  shall have the right to defend any such claim at its own expense and with
counsel of its choice;  provided,  however,  that such  counsel  shall have been
approved by the indemnified party prior to engagement;  which approval shall not
be unreasonably  withheld or delayed; and provided further, that the indemnified
party may  participate in such defense,  if it so chooses,  with its own counsel
and at its own expense.

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         7.04 RIGHTS WITHOUT PREJUDICE. The rights of Staruni and AmeriResources
under this  Article VII are without  prejudice  to any other  rights or remedies
that either may have by reason of this  Agreement  or as  otherwise  provided by
law.

                                  ARTICLE VIII

                                     CLOSING

         8.01 TIME AND  LOCATION.  The Closing  provided  for herein  shall take
place at such time and place as may be mutually agreed to by the parties hereto.
Such date is referred to in this Agreement as the "Closing".

         8.02  ITEMS  TO  BE  DELIVERED  BY  AMERIRESOURCES.   At  the  Closing,
AmeriResources will deliver or cause to be delivered to Staruni:

                  (a)  Certificates  representing  the Shares or stock powers in
accordance  with  Section  1.01  hereof,  accompanied  by  all  instruments  and
documents as in the reasonable opinion of Staruni's counsel,  shall be necessary
to  effect  the  transfer  of and to  vest  title  in and to the  Shares  in the
Corporation,  free and  clear of all  manner of  liens,  pledges,  encumbrances,
charges and claims thereon;

                  (b)  Such   other   certified   resolutions,   documents   and
certificates as are required to be delivered by  AmeriResources  pursuant to the
provisions of this Agreement.

         8.03 ITEMS TO BE  DELIVERED BY STARUNI.  At the  Closing,  Staruni will
deliver or cause to be delivered to AmeriResources:

                  (a) The Purchase Price in accordance with Section 1.02,  being
Certificates  representing  the  required  shares of stock,  accompanied  by all
instruments  and  documents  as in the  reasonable  opinion  of  AmeriResource's
counsel,  shall be  necessary to effect the transfer of and to vest title in and
to the shares of preferred stock in AmeriResource or Global DataTel,  Inc., free
and clear of all  manner of liens,  pledges,  encumbrances,  charges  and claims
thereon;

                  (b)  Such   other   certified   resolutions,   documents   and
certificates  as  are  required  to be  delivered  by  Staruni  pursuant  to the
provisions of this Agreement;

                                   ARTICLE IX

                                   TERMINATION

         9.01  TERMINATION.   Anything  herein  or  elsewhere  to  the  contrary
notwithstanding,  this Agreement may be terminated and the transactions provided
for herein abandoned at any time prior to the Closing:

                  (a) By mutual consent of parties.

                  (b) By  AmeriResources  if any of the  conditions set forth in
Section 5.01 have not been fulfilled on or prior to the Closing, or shall become
incapable of fulfillment at any time, and shall not have been waived;

                                       27


<PAGE>



                  (c) By Staruni if any of the  conditions  set forth in Section
5.02 have not been  fulfilled  on or prior to the  Closing  Date,  or shall have
become incapable of fulfillment at any time, and shall not have been waived;

                  (d) By Staruni or  AmeriResources if any material legal action
or  proceedings  shall have been  instituted or threatened  seeking to restrain,
prohibit,  invalidate  or otherwise  adversely  affect the  consummation  of the
transactions contemplated by this Agreement.

                  (e) If items to be delivered at Closing are not delivered.

         In the event that the Agreement is terminated as described above,  this
Agreement  shall be void and of no force and effect,  without any  liability  or
obligation on the part of any of the parties hereto.

                                    ARTICLE X

                                    NO WAIVER

         10.01  The  failure  of any  party  at any  time or  times  to  require
performance of any provision  hereto shall in no manner effect the right of such
party at a later time to enforce the same.  No waiver by any party of the breach
of any term,  covenant,  representation or warranty  contained in this Agreement
shall release or affect any liability  resulting from such breach, and no waiver
of any nature,  whether by conduct or otherwise,  in any one or more  instances,
shall be deemed to be or construed as a further or continuing waiver of any such
condition  or of any  breach  of any other  term,  covenant,  representation  or
warranty of this Agreement.

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.01 WAIVER OF CONDITIONS.  Any condition to the performance of either
party  which  legally  may be waived on or prior to the Closing may be waived at
any time by the  party  entitled  to the  benefit  thereof  by  action  taken or
authorized by an instrument in writing executed by the relevant party.

         11.02  EXPENSES.   Whether  or  not  any  sale  is   consummated,   all
out-of-pocket costs and expenses incurred in connection with the transaction and
this agreement will be paid by the party incurring such expenses.

         11.03 ENTIRE  AGREEMENT.  This Agreement  contains the entire agreement
between  Staruni and  AmeriResources  with respect to the sale of the Shares and
any other transactions contemplated hereby.

         11.04 TAX STRUCTURE OF SALE. The sale contemplated by this Agreement is
intended  to  qualify  as a  tax-free  reorganization.  To the  extent  that the
parties' legal,  tax and accounting  advisors  indicate that all or a portion of
the  transactions  contemplated  hereby  adversely affect the tax-free nature of
such transactions,  the parties agree to negotiate, in good faith, modifications
to this  Agreement so as to enable the parties to  consummate  the  transactions
contemplated  hereby without  adverse tax  consequences  to the parties or their
shareholders.

                                       28


<PAGE>



         11.05 SCHEDULES.  The parties agree that the Schedules  contemplated by
this  Agreement  shall be  delivered by each party to the other not more than 10
days following the date hereof. The information set forth on the Schedules shall
be subject to the parties due diligence review.

         11.07  BROKERS.  No broker or finder is  entitled to any  brokerage  or
finder's  fee or  other  commission  or fee  from  any  Company  or  based  upon
arrangements  made  by  or  on  behalf  of  any  Company  with  respect  to  the
transactions contemplated by this Agreement.

         11.08  ARBITRATION.  Any controversy  arising out of,  connected to, or
relating  to  any  matters  herein  or the  transactions  contemplated  by  this
Agreement,  or the breach thereof,  including,  but not limited to any claims of
violations of Federal and/or State Securities Acts,  Banking Statutes,  Consumer
Protection Statutes,  Federal and/or State  anti-Racketeering (e.g. RICO) claims
as well as any common law claims and any State Law claims of fraud,  negligence,
negligent misrepresentations,  and/or conversion shall be settled by arbitration
in the State of Kansas, under the rules of the American Arbitration Association;
and  judgment  on the  arbitrator's  award may be  entered  in any court  having
jurisdiction  thereof in accordance  with the provisions of the law of the State
of Nevada.  In the event of such a dispute,  each  party to the  conflict  shall
select an arbitrator,  both of whom shall select a third  arbitrator which shall
constitute the three person arbitration board. The decision of a majority of the
board of arbitrators shall be binding upon the parties.

         11.09 OTHER  ACTIONS.  Each of the parties hereto agrees to execute and
deliver such other documents, certificates, agreements and other writings and to
take such other  actions as may be  necessary or  desirable  to  consummate  the
transactions contemplated by this Agreement.

         11.10 WAIVER AND  AMENDMENT.  Any  provision of this  Agreement  may be
waived at any time by the party which is or whose  stockholders are, entitled to
the benefits  thereof and this Agreement may be amended or  supplemented  at any
time.  No such waiver,  amendment  or  supplement  shall be effective  unless in
writing and signed by the party or parties necessary thereto.

         11.11 APPLICABLE LAW. This agreement shall be governed by and construed
in accordance with the laws of the State of Kansas.

         11.12   DESCRIPTIVE   HEADINGS.   The  descriptive   headings  are  for
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

         11.13 NOTICES. All notes or other communications  hereunder shall be in
writing and shall be deemed to have been duly given if delivered  personally  or
sent by registered or certified mail postage prepaid, to the party's address set
forth above with copies to:

         If to Staruni, to:                          Staruni Corporation
                                            Attention: Bruce Stuart, President
                                            8501 Wilshire Boulevard, Suite 320
                                            Beverly Hills, California 90211

         If to AmeriResources, to:                   Delmar Janovec
                                            P.O. Box 14748
                                            Shawnee, Kansas 66215-4748

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         11.14  COUNTERPARTS.  This  Agreement  may be executed in any number of
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute but one agreement.

         11.15 SIGNATURES. Each of the undersigned, have been duly authorized to
execute this Agreement on behalf of Staruni and AmeriResources, respectively.

         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly AUTHORIZED OFFICERS OF THE PARTIES HERETO AS OF AUGUST , 1999

ATTESTED:                                   STARUNI CORPORATION

                                            BY:     /S/ BRUCE STUART

                                                     Bruce Stuart, President

                                            AMERIRESOURCE TECHNOLOGIES, INC.

                                            BY:    /S/ DELMAR JANOVEC

                                                     Delmar Janovec, CEO

N:\Master\Clients\AmeriResource Technologies, Inc\SEC File\10qsb\1999 10-QSB
   \ARET10Q999.wpd

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