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.


                              W I T N E S S E T H:

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

B. WHEREAS, Buyer wishes to purchase 18,675,000 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 $100,000 in cash
(the  "Consideration") for which $100,000 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.

                                       1
<PAGE>
                                  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.

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.

                                       2
<PAGE>

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.

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
<PAGE>


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.

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<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.

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<PAGE>

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.

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.


                                       6
<PAGE>

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.

                                   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.

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<PAGE>

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.

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.

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<PAGE>

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.

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<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



                                       10

<PAGE>



                                  SCHEDULE 3.9

         SELLER                                     PURCHASE SHARES OWNED

Fayber Capital, Inc.                                 18,675,000









                                       11