STOCK EXCHANGE AGREEMENT

         This Stock Exchange  Agreement  ("Agreement")  is entered into this 7th
day of August,  1998 by and between  Kelly's Coffee Group,  Inc.,  ("Kelly's") a
Colorado  corporation with principal offices located at 647 Seventeenth  Avenue,
Longmont,   Colorado   80502-1539,   and   AmeriResource   Technologies,    Inc.
("AmeriResource") a Delaware  corporation with principal offices located at 8815
E. Long Street, Lenexa, Kansas 66215.

         WHEREAS,  Kelly's desires to acquire from  AmeriResource  approximately
Fifteen   Million  Three  Hundred  Eighty  Four  Thousand  Six  Hundred  Fifteen
(15,384,615) restricted shares of the common stock of AmeriResource, in exchange
for Five Million (5,000,000) restricted shares of the common stock of Kelly's.

         NOW,  THEREFORE with the above being  incorporated into and made a part
hereof  for the  mutual  consideration  set out  herein  and,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Exchange.  Kelly's will, in a tax free exchange,  acquire from AmeriResource,
Fifteen   Million  Three  Hundred  Eighty  Four  Thousand  Six  Hundred  Fifteen
(15,384,615)  restricted shares of the common stock of AmeriResource,  valued as
of  August  7,  1998  at  $.013  per  share,  in a  tax  free  exchange  wherein
AmeriResource  shall  acquire  Five  Million  (5,000,000)  restricted  shares of
Kelly's common stock, valued as of August 7, 1998 at $.04 per share.

2. Exchange of Shares.  On or before the closing  date,  set herein to be August
21, 1998, the above-mentioned shares are to be exchanged.

3.  Termination.  This  Agreement  may be  terminated  at any time  prior to the
Closing Date:

         A.       By Kelly's or AmeriResource:

                  (1) If there  shall be any  actual  or  threatened  action  or
                  proceeding  by or before  any court or any other  governmental
                  body which shall seek to restrain, prohibit, or invalidate the
                  transactions  contemplated  by this  Agreement  and which,  in
                  judgement  of such Board of  Directors  made in good faith and
                  based upon the advice of legal  counsel,  makes it inadvisable
                  to  proceed  with  the   transactions   contemplated  by  this
                  Agreement; or

                  (2) If the Closing shall have not occurred  prior to August 7,
                  1998,  or such  later  date as shall  have  been  approved  by
                  parties hereto, other than for reasons set forth herein.

         B.       By AmeriResource:

                  (1) If Kelly's  shall fail to comply in any  material  respect
                  with any of its or their covenants or agreements  contained in
                  this Agreement or if any of the  representation  or warranties
                  of  Kelly's  contained  herein  shall  be  inaccurate  in  any
                  material respect; or

         C.       By Kelly's:

                  (1) If  AmeriResource  shall  fail to comply  in any  material
                  respect with any of its covenants or  agreements  contained in
                  this Agreement of if any of the  representation  or warranties
                  of  AmeriResource  contained herein shall be inaccurate in any
                  material respect;

         In the event this Agreement is terminated  pursuant to this  Paragraph,
this Agreement shall be of no further force or effect, no obligation,  right, or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting,  printing, and other costs incurred in connection with
negotiation,  preparation  and execution of the  Agreement and the  transactions
herein contemplated.

<PAGE>

4.  Representations  and  Warranties  of  AmeriResource.   AmeriResource  hereby
represents  and warrants  that  effective  this date and the Closing  Date,  the
following representations are true and correct:

         A.       Corporate  Authority.  AmeriResource  has the  full  corporate
                  power and  authority to enter this  Agreement and to carry out
                  the transactions  contemplated by this Agreement. The Board of
                  Directors of AmeriResource  has duly authorized the execution,
                  delivery and performance of this Agreement.

         B.       Financial Statements.  The latest 10-Q report  ("AmeriResource
                  Financials") has been given to Kelly's prior to closing.

         C.       No Conflict  With Other  Instruments.  The  execution  of this
                  Agreement will not violate or breach any document, instrument,
                  agreement, contract, or commitment material to the business of
                  AmeriResource  to which  AmeriResource is a party and has been
                  duly authorized by all appropriated and necessary action.

         D.       Information.  The information concerning  AmeriResource as set
                  forth in this Agreement and in the AmeriResource Financials is
                  complete and  accurate in all  material  respects and does not
                  contain  any untrue  statement  of a material  fact or omit to
                  state a material fact required to make the statements  made in
                  light of the  circumstances  under  which  they  were made not
                  misleading.

         E.       Deliverance   of  Shares.   As  of  the  Closing   Date,   the
                  AmeriResource  Shares  to be  delivered  to  Kelly's  will  be
                  restricted and  constitute  valid and legally issued shares of
                  AmeriResource, fully paid and non-assessable and equivalent in
                  all  respects to all other  issued and  outstanding  shares of
                  AmeriResource restricted stock.

         F.       No  Conflict  with Other  Instrument.  The  execution  of this
                  agreement will not violate or breach any document, instrument,
                  agreement, contract or commitment material to AmeriResource.

         G.       Information.  The information concerning AmeriResource and set
                  forth in this  Agreement,  is  complete  and  accurate  in all
                  material respects and does not contain any untrue statement of
                  a material  fact or omit to state a material  fact required to
                  make the statements made, in light of the circumstances  under
                  which they were made, not misleading.

         H.       Restricted  Shares.  The shares of Kelly's  common stock which
                  are being  acquired  for  AmeriResource's  own account and for
                  investment  and  not  with a  view  to the  public  resale  or
                  distribution thereof. AmeriResource will not sell, transfer or
                  otherwise  dispose of the Kelly's  Shares except in compliance
                  with the Securities  Act of 1933, as amended (the "Act"),  and
                  is aware the Kelly's  Shares are  "restricted  securities"  as
                  that  term is  defined  in Rule 144 of the  General  Rules and
                  Regulations under the Act ("Rule 144").

                  AmeriResource  acknowledges  and understands  that the Kelly's
                  Shares are unregistered in reliance of Section 4(2) of the Act
                  and must be held  indefinitely  unless  they are  subsequently
                  registered   under   the  Act  or  an   exemption   from  such
                  registration is available.

                  AmeriResource  is fully aware of the applicable  limitation on
                  the resale of the Kelly's Shares.  These  restrictions for the
                  most part are set forth in Rule 144. Rule 144 permits sales of
                  "restricted  securities" upon compliance with the requirements
                  of such  rule.  If Rule  144 is  available  to  AmeriResource,
                  AmeriResource  may make only routine  sales of  securities  in
                  limited  amounts,  in accordance with the terms and conditions
                  of that Rule.

5. Representations and Warranties of Kelly's.

<PAGE>

         Kelly's hereby  represents  and warrants that,  effective this date and
the Closing Date, the  representations  and warranties listed below are true and
correct.

         A.       Corporate Authority.  Kelly's has the full corporate power and
                  authority  to  enter  this  Agreement  and to  carry  out  the
                  transactions  contemplated  by this  Agreement.  The  Board of
                  Directors  of  Kelly's  has  duly  authorized  the  execution,
                  delivery, and performance of this Agreement.

         B.       Financial   Statements.   The  latest  10-Q  report  ("Kelly's
                  Financials") has been given to AmeriResource prior to closing.

         C.       No Conflict  With Other  Instruments.  The  execution  of this
                  Agreement will not violate or breach any document, instrument,
                  agreement, contract, or commitment material to the business of
                  Kelly's  to  which  Kelly's  is a  party  and  has  been  duly
                  authorized by all appropriated and necessary action.

         D.       Information.  The information  concerning Kelly's as set forth
                  in this  Agreement  and in the Kelly's  Financials is complete
                  and accurate in all material respects and does not contain any
                  untrue  statement  of a  material  fact  or  omit  to  state a
                  material fact required to make the statements made in light of
                  the circumstances under which they were made not misleading.

         E.       Deliverance  of Shares.  As of the Closing  Date,  the Kelly's
                  Shares to be delivered to AmeriResource will be restricted and
                  constitute  valid and legally  issued  shares of Kelly's fully
                  paid and  non-assessable and equivalent in all respects to all
                  other  issued and  outstanding  shares of  Kelly's  restricted
                  stock.

         F.       No  Conflict  with Other  Instrument.  The  execution  of this
                  agreement will not violate or breach any document, instrument,
                  agreement, contract or commitment material to Kelly's.

         G.       Information.  The information concerning Kelly's and set forth
                  in this  Agreement,  is complete  and accurate in all material
                  respects  and does  not  contain  any  untrue  statement  of a
                  material  fact or omit to state a material  fact  required  to
                  make the statements made, in light of the circumstances  under
                  which they were made, not misleading.

         H.       Restricted  Shares.  The shares of AmeriResource  common stock
                  which are being  acquired  for  Kelly's  own  account  and for
                  investment  and  not  with a  view  to the  public  resale  or
                  distribution  thereof.  Kelly's  will not  sell,  transfer  or
                  otherwise  dispose  of  the  AmeriResource  Shares  except  in
                  compliance  with the  Securities  Act of 1933, as amended (the
                  "Act"), and is aware the AmeriResource  Shares are "restricted
                  securities" as that term is defined in Rule 144 of the General
                  Rules and Regulations under the Act ("Rule 144")

                  Kelly's  acknowledges  and  understands  that the  Shares  are
                  unregistered  in reliance of Section  4(2) of the Act and must
                  be held indefinitely  unless they are subsequently  registered
                  under  the  Act or an  exemption  from  such  registration  is
                  available.

                  Kelly's is fully  aware of the  applicable  limitation  on the
                  resale of the Kelly's Shares.  These restrictions for the most
                  part are set  forth in Rule  144.  Rule 144  permits  sales of
                  "restricted  securities" upon compliance with the requirements
                  of such rule. If Rule 144 is available to Kelly's, Kelly's may
                  make only routine sales of securities in limited  amounts,  in
                  accordance with the terms and conditions of that Rule.

         6.  Closing.  The  Closing as herein  referred to shall occur upon such
date as the parties  hereto may mutually agree upon, but is expected to be on or
before August 7, 1998.
         At closing  Kelly's will deliver the Kelly's  Shares to  AmeriResource,
and AmeriResource shall deliver the AmeriResource Shares to Kelly's.

<PAGE>

7. Conditions  Precedent of AmeriResource to Effect Closing.  All obligations of
AmeriResource  under this Agreement are subject to fulfillment prior to or as of
the Closing Date, of each of the following conditions:

         A. The  representations  and  warranties  by or on  behalf  of  Kelly's
         contained  in  this  Agreement  or  in  any  certificate  or  documents
         delivered to AmeriResource  pursuant to the provisions  hereof shall be
         true in all  material  respects  at end as of the  time of  Closing  as
         though such  representations and warranties were made at and as of such
         time.

         B.  Kelly's  shall have  performed  and  complied  with all  covenants,
         agreements and conditions required by this Agreement to be performed or
         complied with by it prior to or at the Closing.

         C. All instruments and documents delivered to AmeriResource pursuant to
         the   provisions   hereof   shall   be   reasonably   satisfactory   to
         AmeriResource' legal counsel.

8. Conditions Precedent of Kelly's to Effect Closing. All obligations of Kelly's
under this  Agreement are subject to  fulfillment  prior to or as of the date of
Closing, of each of the following conditions:

         A. The  representations and warranties by or on behalf of AmeriResource
         contained  in  this  Agreement  or  in  any  certificate  or  documents
         delivered to Kelly's pursuant to the provisions hereof shall be true in
         all  material  respects at end as of the time of Closing as though such
         representations and warranties were made at and as of such time.

         B. AmeriResource  shall have performed and complied with all covenants,
         agreements and conditions required by this Agreement to be performed or
         complied with by it prior to or at the Closing.

         C. All instruments and documents  delivered to Kelly's  pursuant to the
         provisions  hereof shall be  reasonably  satisfactory  to Kelly's legal
         counsel.

9. Damages and Limit of Liability.  Each party shall be liable, for any material
breach of the representations,  warranties, and covenants contained herein which
results in a failure to perform any obligation under this Agreement, only to the
extent of the  expenses  incurred in  connection  with such breach or failure to
perform Agreement.

10. Nature and Survival of Representations and Warranties.  All representations,
warranties and covenants  made by any party in this Agreement  shall survive the
Closing hereunder.  All of the parties hereto are executing and carrying out the
provisions  of  this  Agreement  in  reliance  solely  on  the  representations,
warranties  and covenants and  agreements  contained in this Agreement or at the
Closing of the transactions  herein provided for and not upon any  investigation
upon  which it might  have  made or any  representations,  warranty,  agreement,
promise,  or information,  written or oral, made by the other party or any other
person other than as specifically set forth herein.

11. Indemnification Procedures. If any claim is made by a party which would give
rise to a right of  indemnification  under  this  paragraph,  the party  seeking
indemnification  (Indemnified  Party) will promptly  cause notice  thereof to be
delivered to the party from whom is sought (Indemnifying Party). The Indemnified
Party will permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting from the claims.  Counsel for the Indemnifying Party
which will conduct the defense must be approved by the Indemnified  Party (whose
approval  will not be  unreasonable  withheld),  and the  Indemnified  Party may
participate  in such  defense  at the  expense  of the  Indemnified  Party.  The
indemnifying  Party will not in the  defense  of any such  claim or  litigation,
consent to entry of any  judgement  or enter  into any  settlement  without  the
written consent of the Indemnified Party (which consent will not be unreasonably
withheld).  The Indemnified Party will not, in connection with any such claim or
litigation,  consent  to entry of any  judgement  or enter  into any  settlement
without the written consent of the Indemnifying Party (which consent will not be
unreasonable  withheld).  The  Indemnified  Party will cooperate  fully with the
Indemnifying  Party and make available to the  Indemnifying  Party all pertinent
information  under its control relating to any such claim or litigation.  If the
Indemnifying  Party  refuses or fails to conduct the defense as required in this
Section,  then the Indemnified  Party may conduct such defense at the expense of
the Indemnifying Party and the approval of the

<PAGE>

Indemnifying  Party will not be required for any  settlement or consent or entry
of judgement.

12. Default at Closing.  Notwithstanding the provisions hereof, if AmeriResource
shall fail or refuse to deliver any of the  AmeriResource  Shares, or shall fail
or refuse to consummate the transaction described in this Agreement prior to the
Closing  Date,   such  failure  or  refusal   shall   constitute  a  default  by
AmeriResource  and  Kelly's at its option and  without  prejudice  to its rights
against such defaulting  party, may either (a) invoke any equitable  remedies to
enforce performance hereunder including,  without limitation,  an action or suit
for specific performance, or (b) terminate all of its obligations hereunder with
respect to AmeriResource.

13. Costs and Expenses. AmeriResource and Kelly's shall bear their own costs and
expenses in the  proposed  exchange and  transfer  described in this  Agreement.
AmeriResource  and Kelly's have been  represented  by their own attorney in this
transaction,  and shall pay the fees of its attorney, except as may be expressly
set forth herein to the contrary.

14.  Notices.  Any  notice  under  this  Agreement  shall be deemed to have been
sufficiently  given if sent by registered or certified  mail,  postage  prepaid,
addressed as follows:

         To Kelly's:
         Kelly's Coffee Group, Inc.
         647 Seventeenth Avenue
         Longmont, Colorado 80502-1539


         To AmeriResource:
         AmeriResource Technologies, Inc.
         P.O. Box 14748
         Shawnee Mission, Kansas 66285-4748

15.      Miscellaneous.

         A.  Further  Assurances.  At any time and from time to time,  after the
         effective date, each party will execute such additional instruments and
         take such as may be reasonably  requested by the other party to confirm
         or perfect title to any property transferred  hereunder or otherwise to
         carry out the intent and purposes of this Agreement.

         B.  Waiver.  Any failure on the part of any party hereto to comply with
         any of its  obligations,  agreements,  or  conditions  hereunder may be
         waived in writing by the party to whom such compliance is owed.

         C.  Brokers.  Neither  party has  employed  any brokers or finders with
         regard to this Agreement no disclosed herein.

         D. Headings.  The section and subsection headings in this Agreement are
         inserted  for  convenience  only and  shall  not  affect in any way the
         meaning or interpretation of this Agreement.

         E. Counterparts.  This Agreement may be executed  simultaneously in two
         or more  counterparts,  each of which shall be deemed an original,  but
         all of which together shall constitute one and the same instrument.

         F. Governing Law. This Agreement was negotiated and is being contracted
         for in the  State of Utah,  and  shall be  governed  by the laws of the
         State of Utah,  notwithstanding  any  conflict-of-law  provision to the
         contrary.  Any suit, action or legal proceeding arising from or related
         to this Agreement shall be submitted for binding arbitration resolution
         to the  American  Arbitration  Association,  in Salt Lake  City,  Utah,
         pursuant to their Rules of Procedure or any other mutually  agreed upon
         arbitrator. The parties agree to abide by

<PAGE>

         decisions rendered as final and binding, and each party irrevocably and
         unconditionally  consents  to the  jurisdiction  of such Courts in such
         suit, action or legal proceeding and waives any objection to the laying
         of venue in, or the jurisdiction of, said Courts.

         G. Binding  Effect.  This  Agreement  shall be binding upon the parties
         hereto and inure to the benefit of the parties their respective  heirs,
         administrators, executors, successors, and assigns.

         H.  Entire  Agreement.  The  Agreement  contains  the entire  agreement
         between the parties hereto and supersedes any and all prior agreements,
         arrangements  or  understandings  between the  parties  relating to the
         subject matter hereof. No oral understandings,  statements, promises or
         inducements   contrary  to  the  terms  of  this  Agreement  exist.  No
         representations,   warranties  covenants,   or  conditions  express  or
         implied, other than is set forth here, have been made by any party.

         I.  Severability.  If any  part  of  this  Agreement  is  deemed  to be
         unenforceable,  the balance of the Agreement shall remain in full force
         and effect.

IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and year
first above written.

                        Kelly's Coffee Group, Inc.



                                            By:_______________________

                                            Its:_______________________


                        AmeriResource Technologies, Inc.



                                            By:_______________________

                                            Its:_______________________