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                                                                      EXHIBIT 10

          DEFINITIVE AGREEMENT BY AND BETWEEN LBI PROPERTIES, INC. AND
                        AMERIRESOURCES TECHNOLOGIES, INC.

         This Agreement ("Agreement") made as of this day, is by and between LBI
Properties, Inc. a Florida Corporation ("Seller"), and AmeriResource
Technologies, Inc. A Delaware Corporation ("Purchaser").

                                  INTRODUCTION

         WHEREAS, LBI Properties, Inc. believes it to be in the best interests
of its shareholders who own 5,275,240 shares (which represents all of the issued
outstanding) of the authorized and issued Common Stock of West Texas Real Estate
& Resources, Inc., to sell these shares to AmeriResource Technologies, Inc., and

         WHEREAS, AmeriResource Technologies, Inc. Believes it will be
beneficial to its business, and to its shareholders, to acquire the 5,275,240
shares of the authorized and issued shares of West Texas Real Estate &
Resources, Inc.

                                    ARTICLE 1

                                      SALE

1.01     Seller agrees to sell, convey, transfer, assign and deliver to
         Purchaser, and Purchaser agrees to purchases or accept from Seller,
         Five Thousand, Two Hundred Forty (5,275,240) shares of the authorized
         and issued Common Stock of West Texas Real Estate & Resources, Inc.
         West Texas Real Estate & Resources Inc. is the current owner and holder
         of an oil and gas lease covering 200 acres of the property listed on
         Exhibit "A" attached hereto.

                                  Consideration

         1.02     In consideration of the sale and transfer of the 5,275,240
                  shares of West Texas Real Estate & Resources, Inc., and the
                  representations, warranties and covenants of Seller set forth
                  in this Agreement, Purchaser shall issue to Seller, or it
                  nominees, a Promissory Note in the amount of One Million Seven
                  Hundred Thousand Dollars ($1,700,000) payable to LBI
                  Properties, Inc. and/or its assigns and/or nominees. If the
                  Promissory Note is not satisfied within tow years, the
                  Purchaser may convert the Note into common stock at the then
                  current market price.

                                    Covenants

         1.03     Purchaser and Seller further agree as follows:

                  (a)      Seller shall have the right to (a) Seller shall have
                           the right to repurchase 100% of West Texas Real
                           Estate & Resources, Inc. for $2,000,000 in cash
                           and/or publicly traded securities for a period of 120
                           days from the date of the Agreement.

                              Appraisal & Valuation

         1.04     The appraisal of the oil, gas and mineral lease held by West
                  Texas Real Estate & Resources, Inc., is stated to be
                  $10,550,481.00 USD as verified by certificate petroleum
                  geologists.



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                                     Closing

         1.05     The parties agree to use their best efforts to consummate the
                  closing of this transaction ("Closing"). The closing shall
                  take place within the offices of the Seller and Purchaser and
                  finalized with the exchange of the requested or required
                  documents as soon as practical ("Closing Date"). Such Closing
                  will be subject to the delivery and acceptance by purchaser of
                  all documents including, but not limited to the geological
                  report, the lease, financial statements and any other
                  documents deemed necessary by purchaser.

                                   ARTICLE II

                      SELLER REPRESENTATION AND WARRANTIES

                  Seller hereby represents and warrants to Purchaser that the
         following facts and circumstances are true and correct:

                                  Organization

         2.01     Seller is a corporation duly organized, validly existing and
                  is good standing under the laws of the State of Florida.
                  Seller has all requisite power and authority (corporate and,
                  when applicable, government) to own, operate, and carry on its
                  business as now being conducted.

                               Ownership of Assets

         2.02     Seller is the sole owner of the 5,275,240 shares of West Texas
                  Real Estate & Resources, Inc. with full right to sell or
                  dispose of the shares as Seller may choose.

                              Laws and Regulations

         2.03     Seller is not in default or in violation of any law,
                  regulation, court order, or order of any federal, state,
                  municipal, foreign, or other government department, board,
                  bureau, agency, or instrumentally, wherever located, that wold
                  materially adversely affect this agreement or future
                  prospects.

                                    Authority

         2.04     Seller has full power and authority to execute, deliver,
                  and/or consummate this Agreement. All reports and returns
                  required to be filed with any government and regulatory agency
                  with respect to this transaction have been or will be properly
                  filed. Except as otherwise disclosed in this Agreement, no
                  notice to or approval by any other person, form or equity,
                  including governmental authorities is required of Seller to
                  consummate the transaction contemplated by this Agreement.

                                 Full Disclosure

         2.05     No representation or covenant made to Purchaser in this
                  Agreement not any document, certificate, exhibit, or other
                  information given or delivered to Purchaser pursuant to this
                  Agreement contains or will contain any untrue statement of a
                  material fact, or omits or will omit a material fact necessary
                  to make the statements contained in this Agreement or the
                  matters disclosed in this



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                  Agreement or the matters disclosed in the related documents,
                  certificates, information, or exhibits not misleading, except
                  as otherwise stated herein.

                                   ARTICLE III

                     PURCHASER REPRESENTATION AND WARRANTIES

         Purchaser hereby represents and warrants to Seller that the following
facts and circumstances are true and correct:

                                  Organization

         3.01     Purchaser is a corporation validly existing and in good
                  standing under the laws of the State of Delaware. Purchaser
                  has all requisite power and authority (corporate and, when
                  applicable, government) to own, operate, and carry on its
                  business as now being conducted.

                               Ownership of Stock

         3.02     Purchaser is the sole owner of its stock listed in this
                  Agreement with full right to sell or dispose of it as
                  Purchaser may choose.

                              Laws and Regulations

         3.03     Purchaser is not in default or in violation of any law,
                  regulation, court order, or order of any federal, state,
                  municipal, foreign, or other government department, board,
                  bureau, agency, or instrumentality, wherever located, that
                  would materially adversely affect this agreement or future
                  prospects.

                                    Authority

         3.04     Purchaser has full power and authority to execute, deliver,
                  and/or consummate this Agreement. All reports and returns
                  required to be filed with any government and regulatory agency
                  with respect to this transaction have been or will be properly
                  filed. Except as otherwise disclosed in this Agreement, no
                  notice to or approval by any other person, form or entity,
                  including governmental authorities is required of Purchaser to
                  consummate the transaction contemplated by the Agreement.

                                 Full Disclosure

         3.05     No representation or covenant made to Seller in this Agreement
                  nor any document, certificate, exhibit, or other information
                  given or delivered to Seller pursuant to this Agreement
                  contains or will contain any untrue statement of a material
                  fact, or will omit a material fact necessary to make the
                  statements contained in this Agreement or the matters
                  disclosed in the related document, certificates, information,
                  or exhibits not misleading, except as otherwise stated herein.

                                   ARTICLE IV

                                    COVENANTS

         Seller covenants with Purchaser and Purchaser covenants with Seller,
that from and after the date of the Agreement, Seller and Purchaser will:



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                                 Resist Brokers

         4.01     Assist and cooperate with Purchaser of Seller in resisting any
                  claim of any broker, investment banker, or third party for any
                  brokerage fee, finder's fee, or commission against Purchaser
                  or Seller in connection with the transactions contemplated by
                  this Agreement.

                                 Obtain Consents

         4.02     As soon as reasonably practical after the execution of this
                  Agreement, obtain and furnish the written consents of all
                  entities necessary to approve this sale, if required or deemed
                  necessary by Purchaser or Seller.

                                    ARTICLE V

                        PARTIES OBLIGATION AT THE CLOSING

                       Seller's Obligation at The Closing

         5.01     At the Closing, Seller shall transfer to Purchaser 5,275,240
                  shares of the authorized and issued Common Stock of West Texas
                  Real Estate & Resources, Inc.

         5.02     At the Closing, Purchaser shall issue to Seller, or its
                  nominees, against delivery of the assets specified in the
                  Agreement a Promissory Note in the amount of One Million Seven
                  Hundred Thousand Dollars ($1,700,00) payable to LBI
                  Properties, Inc., and/or its assigns and/or nominees. If the
                  Promissory Note is not satisfied within two years, the
                  Purchaser may convert the Note into common stock at the then
                  current market price.

                                 Effective Date

         5.03     This Agreement shall become effective, upon execution by
                  authorized, witnessed, signatures of Constituents.

                                  Counterparts

         5.04     This Agreement may be executed in one or more counterparts,
                  each of which shall constitute one and the same instrument.
                  This document may be executed by the Constituents, utilizing
                  facsimile transmission to bind this Agreement, and it shall be
                  as legally binding as though executed in hard copy.

                                   ARTICLE VI

                                 INDEMNIFICATION

                     Covenant to Indemnify and Hold Harmless

         6.01     Purchaser covenants and agrees to indemnify, defead and hold
                  harmless Seller from and against any and all claims, suits,
                  losses, judgments, damages, and liabilities including any
                  investigation, legal and other expenses incurred in connection
                  with and any amount paid in settlement of any claim, action,
                  suit, or proceeding (collectively called "Losses"), other than
                  Losses disclosed in this Agreement, to which Seller may become
                  subject, if such Losses arise out of or are



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                  based upon any facts and circumstances (or alleged facts and
                  circumstances) that could result in or give rise to a
                  misrepresentation, breach of warranty, or breach of covenant
                  by Purchaser to Seller in this Agreement. This right to
                  indemnification is in addition to any other right available to
                  Seller, including the right to sue Purchaser for
                  misrepresentation, breach of warranty, or breach of covenant
                  under this Agreement.

                                   ARTICLE VII

                               GENERAL PROVISIONS

         7.01     The representation covenants, and agreements of the parties
                  contained in this Agreement or contained in any writing
                  delivered pursuant to this Agreement shall survive the Closing
                  Date.

                                     Notices

         7.02     All notices that are required or that may be given pursuant to
                  the terms of this Agreement shall be in writing and shall be
                  sufficient in all respects if given in writing and delivered
                  personally or by registered or certified mail, return receipt
                  requested, postage prepaid as follows:

                  If to Seller:             Larry Adams
                                            10100 West Sample Rd, Ste. 401
                                            Coral Springs, FL 33065

                  If Purchaser:             Delmar Janovec
                                            4465 Jones Blvd. Ste. 1
                                            Las Vegas, NV 89103

                                   Assignment

         7.03     This Agreement shall be binding on and inure to the benefit of
                  the parties to this Agreement and their respective successors
                  and permitted assigns. This Agreement may not be assigned by
                  any other party without the written consent of all parties,
                  and any attempt to make an assignment without consent is void.

                                  Governing Law

         7.04     This Agreement shall be construed and governed by the laws of
                  the State of Flordia. Venue shall be in Broward County,
                  Flordia.

                               Amendments; Waiver

         7.05     This Agreement may be amended only in writing by the mutual
                  consent of all of the parties, evidenced by all necessary and
                  proper corporate authority. No waiver of any provision of this
                  Agreement shall arise from any action or inaction of any
                  party, except an instrument in writing expressly waiving the
                  provision executed by the party entitled to the benefit of the
                  provision.

                                   Non-Waiver

         7.06     The failure of any constituent to this Agreement, to insist in
                  any one or more cases upon the performance by another
                  Constituent, of any of the provisions, terms or conditions of
                  this Agreement, or to fail to exercise any option herein



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                  contained, shall not be construed as a waiver or
                  relinquishment of any other provision, term or condition of
                  this Agreement. No waiver by a Consultant of a breach by the
                  other Constituent shall be construed as a waiver with respect
                  to any other subsequent breach.

                              Captions and Headings

         7.07     The Article and paragraph headings throughout this Agreement
                  are for convenience and reference only and shall not define,
                  limit, or add to the meaning of any provision of this
                  Agreement

                              Mutual Consideration

         7.08     The Constituents hereto shall cooperate with each other to
                  achieve the mutually desired purpose of this Agreement and
                  shall execute such other and further documents and take such
                  other and further actions as may be necessary or convenient to
                  successfully accomplish the intention of the transaction
                  described herein, for the best interest of each of the
                  Constituent Companies.

                                    Exhibits

         7.07     Any exhibit referred to in this Agreement, but not currently
                  available, shall be provided at the earliest possible date.
                  The representations by the Constituents hereto, of this
                  Agreement, and in any Attachments or Addendum hereto, shall
                  survive the Effective Date hereof, and shall supersede any and
                  all prior agreements and understandings if any between the
                  Constituent Companies, and subsequent to the Effective Date of
                  this Agreement, can only be modified by resolutions ratified
                  by the Boards of Directors of each of the Constituent
                  Companies, or by vote of shareholders carrying the right to
                  vote a majority of the controlling shares of the parent
                  corporation.

         SIGNED on the dates below to be effective the 13th day of July, 2000

                                              Seller:

                                              LBI Properties, Inc.

Date:  July 13, 2000                      By: /s/ J.L. ADAMS
                                             -------------------------------
                                                     (Signature)

                                              J. L. Adams, President
                                              ------------------------------
                                              (Printed name and title)

                                              Purchaser:

                                              AmeriResource Technologies, Inc.

Date:  July 13, 2000                      By: /s/ DELMAR JANOVEC
                                             -------------------------------
                                                     (Signature)

                                              Delmar A. Janovec, Chairman & CEO
                                              ---------------------------------
                                              (Printed name & title)



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                                 PROMISSORY NOTE

$1,700,000                                                   JULY 13, 2000

FOR VALUE RECEIVED, the undersigned promises to pay to the order of LBI
Properties Inc., a Corporation at 10100 W. Sample Rd., Suite 401, C oral
Springs, FL 33065 or at such other place as the legal holder hereof may
designate in writing, the sum of One Million Seven Hundred Thousand Dollars
($1,700,000), together with interest from the date of this Note until paid at
the rate of seven and one-half percent (7 1/2%) per annum.

Any payment made shall first be applied to the interest accrued, and the balance
shall be applied to the principal of the Note. The holder hereof, without notice
and without releasing the liability of any party hereto, may grant extensions or
renewals hereof from time to time, successively or otherwise and for any term or
terms, add or relate one or more parties hereto, acquire security, or release
any security in whole or in part, and the legal holder hereof shall not be
liable for or prejudiced by failure to collect the payment of the Note or any
guaranty of this Note or for lack of diligence in bring suite on this Note or
any renewal or extension hereof.

         The undersigned waives protest, demand, presentment for payment, and
notice of protest and nonpayment of this Note. If this Note is placed with an
attorney for collection upon default, the undersigned agrees to pay reasonable
attorney's fees and court costs.

                                    COVENANTS

a)       ASSIGNMENTS - LBI Properties, Inc. may assign, sell and/or transfer
         this note at anytime without notice.

b)       PAYMENTS - the undersigned may Convert this Note into common stock of
         Amerisource Technologies Inc in two (2) years from the date above.

c)       SECURITY - THIS Note shall be secured by the Five Million Two Hundred
         and Seventy-Five Two Hundred forty (5,275,240) shares of West Texas
         Real Estate and Resources, Inc acquired by the undersigned though the
         issuance and execution of this Note.

         This Note is to be governed by and construed in accordance with laws of
         the State of Florida.

         IN WITNESS WHEREOF the undersigned maker has executed and prepared this
Promissory Note this ____ day of July, 2000.

                                            AMERIRESOURCE TECHNOLOGIES INC

                                        By: /s/ DELMAR A. JANOVEC
                                           -----------------------------------
                                                (Signature)


                                            Delmar A. Janovec, President
                                            ----------------------------------
                                                 (Printed name and title)



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