STOCK EXCHANGE AGREEMENT

         This Stock Exchange  Agreement  ("Agreement")  is entered into this 7th
day of August,  1998 by and between  Flexweight  Corporation,  ("Flexweight")  a
Kansas  corporation with principal offices located at 1946 Plateau Way Wendover,
Nevada 89883, and AmeriResource Technologies,  Inc. ("AmeriResource") a Delaware
corporation  with  principal  offices  located at 8815 E. Long  Street,  Lenexa,
Kansas 66215.

         WHEREAS, Flexweight desires to acquire from AmeriResource approximately
Seven Million Six Hundred  Ninety Two Thousand  Three Hundred Eight  (7,692,308)
restricted  shares of the common  stock of  AmeriResource,  in exchange  for Ten
Thousand Five Hundred Twenty Six (10,526)  restricted shares of the common stock
of Flexweight.

         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.   Flexweight   will,  in  a  tax  free   exchange,   acquire  from
AmeriResource, Seven Million Six Hundred Ninety Two Thousand Three Hundred Eight
(7,692,308) 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 Ten Thousand Five Hundred Twenty Six (10,526) restricted shares of
Flexweight common stock, valued as of August 7, 1998 at $9.50 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 Flexweight 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 21,
                  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 Flexweight 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  Flexweight  contained  herein shall be  inaccurate  in any
                  material respect; or

         C.       By Flexweight:

                  (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 Flexweight 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  Flexweight  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 Flexweight 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   Flexweight   Shares  except  in
                  compliance  with the  Securities  Act of 1933, as amended (the
                  "Act"),  and is aware the  Flexweight  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 Flexweight
                  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 Flexweight  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 Flexweight.


<PAGE>

         Flexweight 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.  Flexweight 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 Flexweight  has duly  authorized  the  execution,
                  delivery, and performance of this Agreement.

         B.       Financial  Statements.  The latest  10-Q  report  ("Flexweight
                  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
                  Flexweight  to which  Flexweight  is a party and has been duly
                  authorized by all appropriated and necessary action.

         D.       Information.  The  information  concerning  Flexweight  as set
                  forth in this  Agreement and in the  Flexweight  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 Flexweight
                  Shares to be delivered to AmeriResource will be restricted and
                  constitute valid and legally issued shares of Flexweight fully
                  paid and  non-assessable and equivalent in all respects to all
                  other issued and outstanding  shares of Flexweight  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 Flexweight.

         G.       Information.  The  information  concerning  Flexweight 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  Flexweight's own account and for
                  investment  and  not  with a  view  to the  public  resale  or
                  distribution  thereof.  Flexweight 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")

                  Flexweight  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.

                  Flexweight is fully aware of the applicable  limitation on the
                  resale of the Flexweight  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  Flexweight,
                  Flexweight  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 21, 1998.

<PAGE>

         At  closing   Flexweight   will  deliver  the   Flexweight   Shares  to
AmeriResource,  and  AmeriResource  shall  deliver the  AmeriResource  Shares to
Flexweight.

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 Flexweight
         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.  Flexweight  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 Flexweight to Effect  Closing.  All  obligations of
Flexweight 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 Flexweight 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 Flexweight  pursuant to
         the provisions hereof shall be reasonably  satisfactory to Flexweight'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

<PAGE>

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  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 Flexweight 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 Flexweight shall bear their own costs
and expenses in the proposed exchange and transfer  described in this Agreement.
AmeriResource and Flexweight 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 Flexweight:
         Flexweight Corporation
         1946 Plateau Way
         Wendover, Nevada  89883


         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

<PAGE>


         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 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.

                                            Flexweight Corporation



                                            By:_______________________

                                            Its:_______________________


                        AmeriResource Technologies, Inc.



                                            By:_______________________

                                            Its:_______________________