SHARE PURCHASE AGREEMENT

THIS  SHARE  PURCHASE  AGREEMENT  ("AGREEMENT"),  dated  as of May 3, 2000 among
Fayber  Capital,  Inc.  ("Seller"), Cypress Capital, Inc. ("CCI"), and US Crude,
Ltd.  ("Buyer"),  a  California  Corporation.

                                   WITNESSETH:

A.WHEREAS,  CCI  is  a corporation duly organized under the laws of the State of
Nevada.

B.  WHEREAS, Buyer wishes to purchase 18,675000 of the outstanding common shares
of  CCI  free  and  clear  of  liens and encumbrances from Seller (the "Purchase
Shares").

C.  WHEREAS,  the  parties  intend  to  subsequently merge CCI, the wholly-owned
subsidiary,  with  and  into  the  Buyer.

     NOW,  THEREFORE,  it  is  agreed  among  the  parties  as  follows:

                                    ARTICLE I

                                THE CONSIDERATION

1.1     Subject  to the conditions set forth herein, Seller shall sell and Buyer
shall  purchase  18,675,000  shares  of  common  stock  of CCI. The transactions
contemplated  by  this Agreement shall be completed simultaneously herewith. The
purchase  price for the shares to be paid by Buyer to Seller is $150,000 in cash
(the  "Consideration") for which $150,000 is herewith paid into escrow with M.A.
Littman.

                                   ARTICLE II

                              CONVEYANCE OF SHARES

2.1     The  Purchase  Shares shall be delivered and conveyed by Seller to Buyer
simultaneously  herewith,  with  duly executed stock powers, upon receipt of the
Consideration  by  Seller.

                                   ARTICLE III

          REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS TO CCI

     Seller  and  CCI each hereby, jointly and severally, represent, warrant and
covenant  to  Buyer  as  follows:

3.1     CCI  is  a  corporation  duly  organized,  validly  existing and in good
standing  under the laws of the State of Nevada, and has the corporate power and
authority  to  own or lease its properties and to carry on its business as it is
now  being conducted. The Articles of Incorporation and Amendments and Bylaws of
CCI,  copies  of  which have been delivered to Buyer, are complete and accurate,
and  the minute books of CCI, copies of which have also been delivered to Buyer,
contain  a  record,  which is complete and accurate in all material respects, of
all  meetings,  and  all  corporate  actions  of  the  shareholders and Board of
Directors  of  CCI.

3.2     The  authorized  capital  stock  of CCI consists of 75,000,000 shares of
Common  Stock  and  25  million  shares of Preferred Stock. There are 18,675,000
shares  of Common Stock issued and outstanding. All such shares of capital stock
of  CCI are validly issued, fully paid and nonassessable. CCI has no outstanding
options,  warrants,  or  other  rights  to  purchase,  or subscribe to, or other
securities  convertible  into or exchangeable for any shares of capital stock of
CCI,  or contracts or arrangements of any kind relating to the issuance, sale or
transfer  of  any  capital  stock  or other equity securities of CCI. All of the
outstanding  shares  of capital stock of CCI have been offered, issued, sold and
delivered  in  compliance  with applicable federal and state securities laws and
none  of  such  securities  were, at the time of issuance, subject to preemptive
rights.

<PAGE>

3.3     CCI does not own nor has it ever owned any outstanding shares of capital
stock  or  other  equity  interests  of  any  partnership, joint venture, trust,
corporation,  limited  liability  company  or  other  entity  and  there  are no
obligations  of CCI to repurchase, redeem or otherwise acquire any capital stock
or  equity  interest  of  another  entity.

3.4     This  Agreement has been duly authorized, validly executed and delivered
on  behalf  of  the  Seller  and  CCI  and  is a valid and binding agreement and
obligation  of  the  Seller and CCI enforceable against each Seller, jointly and
severally,  and against CCI in accordance with its terms, subject to limitations
on  enforcement  by general principles of equity and by bankruptcy or other laws
affecting the enforcement of creditors' rights generally, and the Seller and CCI
each  have  complete  and  unrestricted  power  to  enter  into  and,  upon  the
appropriate  approvals  as  required  by  law,  to  consummate  the transactions
contemplated  by  this  Agreement.

3.5     Neither  the  making of nor the compliance with the terms and provisions
of  this  Agreement  and consummation of the transactions contemplated herein by
CCI  will  conflict  with  or result in a breach or violation of the Articles of
Incorporation  or Bylaws of CCI, or of any material provisions of any indenture,
mortgage,  deed  of trust or other material agreement or instrument to which CCI
is a party or by which it or any of its material properties or assets are bound,
or  of  any  material  provision  of  any law, statute, rule, regulation, or any
existing  applicable  decree,  judgment  or order by any court, federal or state
regulatory  body,  administrative  agency,  or  other  governmental  body having
jurisdiction  over  CCI,  or  any  of its material properties or assets, or will
result in the creation or imposition of any material lien, charge or encumbrance
upon  any  material  property  or  assets  of  CCI  pursuant to the terms of any
agreement  or instrument to which CCI is a party or by which CCI may be bound or
to  which  any  of  CCI property is subject and no event has occurred with which
lapse  of  time  or action by a third party could result in a material breach or
violation  of  or  default  by  CCI.

3.6     Except  as  disclosed  herein,  and  based  upon the representations and
warranties  of  the Buyer set forth herein, no authorization, consent, approval,
exemption  or  other action by or notice to any government entity or filing with
or  consent  of  any  governmental body is required for the sale of the Purchase
Shares  to  Buyer  pursuant  to  this  Agreement.

3.7     There is no claim, legal action, arbitration, governmental investigation
or  other  legal or administrative proceeding, nor any order, decree or judgment
in  progress,  pending  or  in  effect,  or  to the best knowledge of the Seller
threatened  against  or  relating  to  CCI  or  affecting  any  of  its  assets,
properties,  business or capital stock. There is no continuing order, injunction
or  decree  of any court, arbitrator or governmental authority to which CCI is a
party  or  by which CCI or its assets, properties, business or capital stock are
bound.

3.8     CCI  has  accurately prepared and filed all Federal, state and other tax
returns  required  by  law, domestic and foreign, to be filed by it, has paid or
made  provisions for the payment of all taxes shown to be due and all additional
assessments,  and  adequate  provisions  have  been  and  are  reflected  in the
financial statements of CCI for all current taxes and other charges to which CCI
is  subject  and  which  are  not currently due and payable. None of the Federal
income  tax  returns of CCI have been audited by the Internal Revenue Service or
other  foreign  governmental  tax agency. CCI has no knowledge of any additional
assessments,  adjustments or contingent tax liability (whether federal or state)
pending  or threatened against CCI for any period, nor of any basis for any such
assessment,  adjustment  or  contingency.

3.9     Seller  are  the legal, beneficial and registered owners of the Purchase
Shares,  free  and  clear  of  any  liens, charges, encumbrances, voting trusts,
shareholder agreements or rights of any kind granted to any person or entity, or
any  interest  in  or  the  right  to  purchase  or otherwise acquire any of the
Purchase  Shares  from  the  Seller at any time upon the happening of any stated
event  and may transfer such shares without the consent of any third party. Upon
closing  of  the  transactions  contemplated  hereby, the Buyer will acquire all
right,  title  and interest in the Purchase Shares, free and clear of all liens,
charges  or  encumbrances  and will have all of Seller's entire right, title and
interest  in and to the Purchase Shares. All Purchase Shares owned by Seller are
set  forth  hereto  on  Schedule  3.9.

<PAGE>

3.10    Other  Shareholders  who  join  this Agreement by Addendum shall warrant
and  represent  that  the shares sold by such shareholders are free and clear of
any  liens  and encumbrances and may be transferred without consent of any third
party.

3.11    CCI  has  delivered to Buyer audited financial statements dated December
1, 1999. All such statements, herein sometimes called "CCI Financial Statements"
are  complete  and correct in all material respects and, together with the notes
to these financial statements, present fairly the financial position and results
of  operations of CCI for the periods indicated. All financial statements of CCI
have  been prepared in accordance with generally accepted accounting principles.

3.12    As  of the date hereof, the total indebtedness of CCI is $0. CCI and the
Seller hereby, jointly and severally, represent and warrant that all outstanding
indebtedness  of  CCI  shall have been paid and released prior to the closing of
the  transactions  hereby  and  that  there are no outstanding liens, charges or
encumbrances  on  the  assets  of  CCI.

3.13    Since  the  dates  of  the CCI Financial Statements, there have not been
any  material  adverse  changes  in  the  business  or  condition,  financial or
otherwise,  of  CCI.  CCI  does  not  have  any  liabilities,  commitments  or
obligations, secured or unsecured except as shown on updated financials (whether
accrued,  absolute,  contingent  or  otherwise).

3.14    CCI  is  not  a  party  to  any  contract  performable  in  the future.

3.15    The  representations  and warranties of the Seller and CCI shall be true
and  correct  as  of  the  date  hereof.

3.16    CCI  has delivered  to Buyer, all of its corporate books and records for
review.

3.17    CCI  has  no  employee  benefit  plan  in  effect  at  this  time.

3.18    No  representation  or  warranty by CCI or the Seller in this Agreement,
or  any certificate delivered pursuant hereto contains any untrue statement of a
material  fact  or  omits  to  state  any  material  fact necessary to make such
representation  or  warranty  not  misleading.

3.19    Seller  or  CCI  have  delivered, to  Buyer true and correct copies of a
Form  10SB  declared effective by the Securities and Exchange Commission ("SEC")
and  each  of  its other reports to shareholders filed with the SEC for the year
ended  December  31,  1999.  CCI  is  a  registered company under the Securities
Exchange  Act  of  1934,  as  amended.

3.20    CCI  has  duly  filed  all reports required  to be filed by it under the
Securities  Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended (the "Federal Securities Laws"). No such reports, or any reports sent to
the  shareholders  of  CCI  generally contained any untrue statement of material
fact  or  omitted  to  state  any material fact required to be stated therein or
necessary  to  make the statements in such report, in light of the circumstances
under  which  they  were  made,  not  misleading.

3.21    The  Seller  have  not  received  any  general  solicitation or  general
advertising  regarding  the  shares  of  Buyer's  common  stock  comprising  the
Consideration.

3.22    CCI  has  conducted no business to date, has incurred no liabilities and
has  no  contract  or  open  account  affiliations  whatsoever.


<PAGE>
                                   ARTICLE IV

                        TERMINATION OF REPRESENTATION AND
               WARRANTIES AND CERTAIN AGREEMENTS; INDEMNIFICATION

4.1     The  respective  representations  and  warranties  of the parties hereto
shall  survive  this  Agreement  for three years and the covenants shall survive
hereafter.

4.2     The  right to indemnification, payment of Damages (as defined in section
4.5)  or  other  remedy  based  on  any  representation,  warranty,  covenant or
obligation  of  a  party  hereunder  shall  not be affected by any investigation
conducted  with  respect  to,  or  any  knowledge  acquired (or capable of being
acquired)  at  any  time,  whether before or after the execution and delivery of
this  Agreement,  with  respect  to  the accuracy or inaccuracy of or compliance
with,  any  such  representation,  warranty,  covenant  or  obligation.

4.3     The  waiver  of  any condition to a party's obligation to consummate the
transactions  contemplated  hereunder,  where  such  condition  is  based on the
accuracy  of  any  representation  or  warranty,  or  on  the  performance of or
compliance  with  any  covenant  or  obligation,  will  not  affect the right to
indemnification,  payment  of  Damages,  or  other  remedy  based  on  such
representation,  warranty,  covenant  or  obligation.

4.4     CCI  and  the  Seller,  jointly  and severally, shall indemnify and hold
harmless  the  Buyer,  and  each  of  its  representatives, employees, officers,
directors,  stockholders,  controlling persons and affiliates (collectively, the
"Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons,
the  amount  of,  any  loss,  liability,  claim,  damage  (including,  without
limitation,  incidental  and  consequential  damages), cost, expense (including,
without  limitation, interest, penalties, costs of investigation and defense and
the reasonable fees and expenses of attorneys and other professional experts) or
diminution of value, whether or not involving a third-party claim (collectively,
"Damages"),  directly  or  indirectly  arising  from,  attributable  to  or  in
connection  with:

(a)  any  representation  or  warranty  made  by  the  Seller  and  CCI  in this
     agreement or any of the Seller' and CCI closing deliveries, that is, or was
     at  the  time  made,  false  or  inaccurate,  or  any  breach  of,  or
     misrepresentation with respect to, any such representation or warranty; and

(b)  any  breach  by  any  of  the  Seller  or CCI of any covenant, agreement or
     obligation  of  the  Seller  contained  in  this  agreement.

(c)  any  claims  or  litigation  relating  to  CCI now pending or threatened or
     which  may  hereafter be brought against Buyer and/or CCI based upon events
     occurring  prior to the date hereof and not attributable to the acts of the
     Buyer.

(d)  any  and  all  actions,  suits,  proceedings, claims, demands, assessments,
     judgments,  costs,  losses,  liabilities  and  reasonable  legal  and other
     expenses  incident  to  any  of  the  foregoing.

4.5     The  Seller  and  CCI  shall  have no liability for indemnification with
respect  to  any  representation  or  warranty, unless, on or before the [third]
anniversary  of  the  date  hereof,  the  Buyer  notifies  the Seller of a claim
specifying  the  basis  thereof in reasonable detail to the extent then known by
the  Buyer.  A  claim  with  respect  to  any  covenant, agreement or obligation
contained  in  this  agreement,  may  be  made  at  any  time  without  any time
limitation.

4.6     Promptly  after  receipt  by an indemnified party of written notice (the
"Notice of Claim") of the commencement of any action, suit or proceeding against
it,  or written threat thereof, such indemnified party will, if a claim is to be
made against an indemnifying party under either of said sections, as applicable,
give  notice  to the indemnifying party of the commencement of such action, suit
or  proceeding. The indemnified party shall furnish to the indemnifying party in
reasonable  detail  such  information  as  the  indemnified  party may have with
respect  to  such  indemnification  claims  (including  copies  of  any summons,
complaint  or  other  pleading  which may have been served on it and any written
claim,  demand,  invoice,  billing or other document evidencing or assenting the
same). Subject to the limitations set forth in this section, no failure or delay
by  the  indemnified  party  in the performance of the foregoing shall reduce or
otherwise  affect the obligation of the indemnifying party to indemnify and hold
the  indemnified  party harmless except to the extent that such failure or delay
shall have materially and adversely affected the indemnifying party's ability to
defend  against,  settle or satisfy any action, suit or proceeding the claim for
which  the  indemnified  party  is  entitled  to  indemnification hereunder. The
foregoing  shall  not  apply  to  the extent inconsistent with the provisions of
section  4.8  relating  to  Proceedings.

<PAGE>

4.7     If  the  claim  or  demand set forth in the Notice of Claim given by the
indemnified  party  is  a  claim  or  demand  asserted  by  a  third  party, the
indemnifying  party  shall  have  30  days  after the Date of Notice of Claim to
notify  the  indemnified  party  in writing of its election to defend such third
party  claim or demand on BEHALF OF THE INDEMNIFIED PARTY (THE "NOTICE PERIOD");
PROVIDED,  HOWEVER, that the indemnified party is authorized to file any motion,
answer  or other pleading which it deems necessary or appropriate to protect its
interests  during  the Notice Period. If the indemnifying party elects to defend
such  third party claim or demand, the indemnified party shall make available to
the  indemnifying party and its agents and representatives all records and other
materials which are reasonably required in the defense of such third party claim
or  demand  and  shall  otherwise cooperate (at the sole cost and expense of the
indemnifying  party)  with,  and  assist  (at  the  sole cost and expense of the
indemnifying  party)  the indemnifying party in the defense of, such third party
claim  or  demand, and so long as the indemnifying party is diligently defending
such  third  party  claim  in  good  faith, the indemnified party shall not pay,
settle or compromise such third party claim or demand. If the indemnifying party
elects  to  defend such third party claim or demand, the indemnified party shall
have  the  right  to control the defense of such third party claim or demand, at
the indemnified party's own expense. If the indemnifying party does not elect to
defend  such  third  party  claim  or demand or does not defend such third party
claim  or  demand  in good faith, the indemnified party shall have the right, in
addition  to any other right or remedy it may have hereunder at the indemnifying
party's  expense,  to  defend  such  third  party  claim  or  demand.

4.8     The  term  "Date  of  Notice of Claim" shall mean the date the Notice of
Claim  is  effective  pursuant  to  section  5.5  of  this  Agreement.

4.9     A  claim  for indemnification for any matter not involving a third-party
claim  may  be  asserted  by  notice  to  the party from whom indemnification is
sought.

4.10    Any  legal  action  or  proceeding with respect to this Agreement or any
matters  arising out of or in connection with this Agreement or the transactions
contemplated  hereby  or  the  documents  executed  and  delivered in connection
herewith,  and any action for enforcement of any judgment in respect thereof may
be  brought  in  the  courts of the State of New York or of the United States of
America for the Southern District of New York, and, by execution and delivery of
this Agreement, the parties each hereby accepts for itself and in respect of its
property,  generally  and  unconditionally,  the  jurisdiction  of the aforesaid
courts  and appellate courts thereof. The parties irrevocably consent to service
of  process  out  of  any  of  the  aforementioned  courts in any such action or
proceeding  in  accordance  with the notice provisions set forth in Section 5.5.
The  parties  each  hereby  irrevocably  waive  any objection that it may now or
hereafter  have  to  the  laying  of  venue  of  any of the aforesaid actions or
proceedings  arising  out  of  or  in  connection  with  this  Agreement  or the
transactions  contemplated  hereby  or  the  documents  execute and delivered in
connection  herewith  brought in the courts referred to above and hereby further
irrevocably  waive  and agree, to the extent permitted by applicable law, not to
plead  or  claim in any such court that any such action or proceeding brought in
any  such  court has been brought in an inconvenient forum. Nothing herein shall
affect  the  right  of  any  party  hereto  to serve process in any other manner
permitted  by  law.

                                    ARTICLE V

                              PROCEDURE FOR CLOSING

5.1     At  the  Closing  Date,  the  purchase  and sale shall be effective with
common  stock  certificates  of CCI being delivered duly executed for 18,675,000
shares of common stock to Buyer and the delivery of $150,000 per share to Seller
from  Buyer  (from  the  Escrow with M.A. Littman), together with deliver of all
other  agreements,  schedules, warranties, and representations set forth in this
Agreement.

<PAGE>

                                   ARTICLE VI

                           CONDITIONS PRECEDENT TO THE

                          CONSUMMATION OF THE PURCHASE

The  following  are conditions precedent to the consummation of the Agreement on
or  before  the  Closing  Date:

6.1     Seller  shall  have  performed  and  complied with all of its respective
obligations  hereunder  which  are to be complied with or performed on or before
the  Closing  Date and Seller and CCI and Buyer shall provide one another at the
Closing  with  a certificate to the effect that such party has performed each of
the  acts  and  undertakings  required  to  be  performed by it on or before the
Closing  Date  pursuant  to  the  terms  of  this  Agreement.

6.2     No  action,  suit or proceeding shall have been instituted or shall have
been  threatened  before  any  court or other governmental body or by any public
authority  to restrain, enjoin or prohibit the transactions contemplated herein,
or  which might subject any of the parties hereto or their directors or officers
to  any  material liability, fine, forfeiture or penalty on the grounds that the
transactions  contemplated  hereby,  the  parties  hereto  or their directors or
officers, have violated any applicable law or regulation or have otherwise acted
improperly  in  connection  with  the  transactions contemplated hereby, and the
parties  hereto  have  been  advised  by  counsel  that,  in the opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact  which  could  reasonably  be  decided adversely to any party hereto or its
directors  or  officers.

6.3     All  actions,  proceedings,  instruments and documents required to carry
out  this  Agreement  and the  transactions contemplated hereby and the form and
substance  of all legal proceedings and related matters shall have been approved
by  counsel  for  Buyer.

6.4     The  representations  and  warranties  made  by Buyer and Seller in this
Agreement  shall  be true as though such representations and warranties had been
made  or  given  on  and  as of the Closing Date, except to the extent that such
representations  and  warranties  may  be  untrue  on and as of the Closing Date
because  of  (1) changes caused by transactions suggested or approved in writing
by  Buyer  or  (2)  events  or  changes (which shall not, in the aggregate, have
materially  and  adversely affected the business, assets, or financial condition
of  CCI  during  or  arising  after  the  date  of  this  Agreement.)

6.5     All  outstanding  liabilities  of  CCI shall have been paid and released
prior  to  closing

6.6     No  change in the management or directors nor exercise of control of CCI
may  occur  until  1.1  and  2.2 and 5.2 have been completed with deliver of all
shares  of  outstanding CCI to Buyer and delivery of purchase price to the Other
Shareholders.

                                   ARTICLE VII

                                  MISCELLANEOUS

7.1     This  Agreement  embodies  the entire agreement between the parties, and
there  have  been and are no agreements, representations or warranties among the
parties  other  than  those  set  forth  herein  or  those  provided for herein.

7.2     To  facilitate  the  execution  of  this  Agreement,  any  number  of
counterparts  hereof  may be executed, and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute  but  one  instrument.

<PAGE>

7.3     All  parties  to  this  Agreement  agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed  necessary,  the  party  requested  to do so will use its best efforts to
provide  such executed instruments or do all things necessary or proper to carry
out  the  purpose  of  this  Agreement.

7.4     This  Agreement  may  not  be  amended except by written consent of both
parties.

7.5     Any  notices,  requests,  or  other communications required or permitted
hereunder  shall  be  delivered personally or sent by overnight courier service,
prepaid,  addressed  as  follows:

To  Seller:     c/o  M.A.  Littman
                10200  W.  44TH  Avenue,  Suite  400
                Wheat  Ridge,  CO  80033

To:             US  Crude,  Ltd.

                Copy  to:

or  such  other addresses as shall be furnished in writing by any party, and any
such  notice  or communication shall be deemed to have been given as of the date
received.

7.6     No  press  release  or  public  statement will be issued relating to the
transactions  contemplated by this Agreement without prior approval of Buyer and
Seller.  However,  CCI  may  issue at any time any press release or other public
statement  it  believes on the advice of its counsel it is obligated to issue to
avoid  liability  under  the  law relating to disclosures, but the party issuing
such  press  release  or public statement shall make a reasonable effort to give
the  other  party prior notice of and opportunity to participate in such release
or  statement.

7.7     This  Agreement  may  be  executed  in two or more counterparts, each of
which  shall  be deemed an original but all of which shall be considered one and
the  same  agreement.  This  Agreement  may be executed by facsimile signatures.

7.8     This Agreement shall be governed by and construed in accordance with and
enforced  under  the laws of the state of Colorado applicable to agreements made
and  to  be  performed  entirely  in  that  state.

<PAGE>

IN  WITNESS  WHEREOF,  the  parties have executed this Agreement this 3rd day of
May,  2000.

                                     SELLER:
                                     FAYBER  CAPITAL,  INC.



                                     By:  /s/Bernard  Pracko,  President
                                          ------------------------------



                                     CYPRESS  CAPITAL,  INC.



                                     By:  /s/Bernard  Pracko,  President
                                          ------------------------------


                                     US  CRUDE,  LTD.



                                     By:  /s/Anthony  Miller
                                          ------------------

<PAGE>

                                   SCHEDULE 3.9



     SELLER                                PURCHASE  SHARES  OWNED

     Fayber  Capital,  Inc.                18,675,000

<PAGE>