UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                                     of the
                         SECURITIES EXCHANGE ACT OF 1934

                         Date of Report: August 26, 2002
                                         ---------------

                        AMERIRESOURCE TECHNOLOGIES, INC.
                        --------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                                    --------
                 (State or Other Jurisdiction of Incorporation)

             0-20033                              84-1084784
             -------                              ----------
      (Commission File Number)       (IRS Employer Identification Number)


            3430 E. Russell Road, Suite 310, Las Vegas, Nevada 89120
            --------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (702) 362-9284
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


<PAGE>

Item 2.     Acquisition or Disposition of Assets

      On August 26, 2002, AmeriResource Technologies, Inc. (the "Company")
executed an exchange agreement ("Exchange Agreement") with Royal Casino Holding
Corporation, a Florida corporation ("RCH"). RCH has two wholly owned
subsidiaries, Royal Casino Entertainment ("RCE") and Royal Casino Cruises, LLC
("RCC"). RCE owns and operates a gaming boat known as Royal Casino I, and RCC
owns the land lease on which the Royal Casino I docks adjacent to the Ambassador
Hotel on the Intercoastal Waterway in Hollywood, Florida. RCH is majority owned
by Mr. Dharmesh Patel.

      Pursuant to the Exchange Agreement, RCH and the Company agreed to exchange
a majority interest in RCE and all of RCC for a majority interest in the
Company. At Closing, the Company will receive sixty percent (60%) of RCE's
outstanding equity and one hundred percent (100%) of RCC's outstanding equity,
and RCH will receive shares equal to sixty percent (60%) of the Company's issued
and outstanding common stock ("Common Stock"). All of these assets were and are
utilized by RCH in the operation of the Royal Casino I gaming boat and the
Company intends to continue such use. Additionally, RCH granted the Company an
option to acquire an additional twenty percent (20%) of RCE equity ("RCE Option
Equity") pursuant to the following terms:

      a.    If, on or before June 30, 2004, RCE and RCC generate joint and
            cumulative net income in excess of $10 million, then the Company
            shall have the option to acquire the RCE Option Equity in exchange
            for 5% of the Company's issued and outstanding equity as of Closing;
            or

      b.    If, on or before June 30, 2004, RCE and RCC generate joint and
            cumulative net income less than $10 million but revenue in excess of
            $10 million, then the Company shall have the option to acquire the
            RCE Option Equity in exchange for 2.5% of the Company's issued and
            outstanding equity as of Closing; or

      c.    If, on or before June 30, 2004, RCE and RCC generate joint and
            cumulative net income less than $10 million and revenue less than
            $10 million, then the Company shall have the option to acquire the
            RCE Option Equity in exchange for 1% of the Company's issued and
            outstanding equity as of Closing.

The amount of consideration to be given and received under the Exchange
Agreement was determined after negotiation between the Company and RCH.

      Closing is to occur as soon as possible, and is expected in approximately
thirty (30) days upon final due diligence being completed by both parties.
Within 120 days of Closing, Dharmesh Patel will be appointed president and
treasurer of the Company, and two (2) of Mr. Patel's nominees will be appointed
to the Company's board of directors, bringing the total number of persons
serving on the Company's board of directors to five (5). The Exchange Agreement
is attached hereto as an exhibit.



                                      2
<PAGE>


Item 7.     Financial Statements and Exhibits

      The financial statements required by this report are not filed with this
Form 8-K report but will be filed by an amendment to this Form 8-K report not
later than 60 days after the date this report must be filed. The Exhibit Index
preceding the exhibit is incorporated herein by reference.

                                  SIGNATURES

      Pursuant to the requirement of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.


Dated this 5th day of September 2002.

                              AmeriResource Technologies, Inc.

                              By:   /s/ Delmar Janovec
                                    _____________________________________
                                    AmeriResource Technologies, Inc.
                                    By: Delmar Janovec, Chief Executive Officer




                                      3

<PAGE>


                                EXHIBIT INDEX

Exhibit No.       Page        Description of Exhibit

      2           5           August 26, 2002, Exchange Agreement by and between
                              AmeriResource Technologies, Inc. and Royal Casino
                              Holding Corporation







                                      4

<PAGE>

                              EXCHANGE AGREEMENT

      THIS EXCHANGE AGREEMENT (the "Agreement") is entered into effective this
26th day of August 2002, (the "Effective Date") by and between AmeriResource
Technologies, Inc., a Delaware corporation with offices at 3430 E. Russell Road,
Suite 310, Las Vegas, Nevada 89120 ("ARES"), and Royal Casino Holding
Corporation, a Florida corporation with offices at 4000 South Ocean Drive, Suite
100, Hollywood, Florida 33019 ("RCH"). (ARES and RCH may hereinafter be referred
to individually as a "Party" or collectively as the "Parties").

                                   Recitals

      WHEREAS, through its two wholly owned subsidiaries Royal Casino
Entertainment, a Florida corporation ("RCE"), and Royal Casino Cruises, LLC, a
Florida limited liability company ("RCC"), RCH owns and operates a gaming boat
known as Royal Casino I and the land lease on which the Royal Casino I docks in
Hollywood, Florida; and

      WHEREAS, RCH and ARES are interested in exchanging a majority interest in
RCE and all of RCC for a majority interest in ARES pursuant to the terms and
conditions described herein and for the consideration set forth herein.

                                  Agreement

      NOW, THEREFORE, in consideration of the promises, representations, and
covenants described herein, and in consideration of the recitals above, which
are incorporated herein by reference, and for other good and valuable
consideration, the receipt and sufficiency of which the Parties hereby
acknowledge, the Parties hereby agree as follows:

                                  Article 1
                              Exchange of Equity

1.1   At, and as of, Closing, RCH and ARES shall exchange sixty percent (60%) of
      RCE's outstanding equity and one hundred percent (100%) of RCC's
      outstanding equity (the 60% of RCE and 100% of RCC shall hereafter
      collectively be referred to as the "RC Equity") for sixty percent (60%)
      (the "ARES Equity") of ARES' issued and outstanding common stock, par
      value $0.0001 ("Common Stock").

1.2   At Closing and in consideration of the exchange set forth in Section 1.1
      above, RCH agrees to grant to ARES an option to acquire an additional
      twenty percent (20%) of RCE equity ("RCE Option Equity") pursuant to the
      following terms:

      a.    If, on or before June 30, 2004, RCE and RCC generate joint and
            cumulative net income in excess of $10 million, then ARES shall have
            the option to acquire the RCE Option Equity in exchange for 5% of
            ARES' issued and outstanding equity as of Closing; or

      b.    If, on or before June 30, 2004, RCE and RCC generate joint and
            cumulative net income less than $10 million but revenue in excess of
            $10 million, then ARES shall have the option to acquire the RCE
            Option Equity in exchange for 2.5% of ARES' issued and outstanding
            equity as of Closing; or


                                        5
<PAGE>


      c.    If, on or before June 30, 2004, RCE and RCC generate joint and
            cumulative net income less than $10 million and revenue less than
            $10 million, then ARES shall have the option to acquire the RCE
            Option Equity in exchange for 1% of ARES' issued and outstanding
            equity as of Closing.

                                   Article 2
                   Additional Financing & Right of Recission

2.1   RCH and ARES will use their best efforts to secure additional financing,
      to be obtained in exchange for ARES securities, in the amount of Five
      Hundred Thousand dollars ($500,000) by Closing for continuing operations.
      In the event such financing is not secured within sixty (60) days of
      Closing, ARES shall have the right to immediately rescind and/or revoke
      this Agreement and the transactions contemplated by it.

                                  Article 3
                                   Closing

3.1   The Closing of this Agreement and the exchange of the RC Equity and ARES
      Equity shall take place at the offices of RCH as soon hereafter as
      practicable (the "Closing"). At Closing, the Parties shall deliver all
      information and documents necessary or reasonable required by the Parties
      to fulfill their respective obligations hereunder.

3.2   At Closing, RCH shall tender equity certificates in the name of
      "AmeriResource Technologies, Inc." evidencing the RC Equity, and ARES
      shall tender a stock certificate in the name of "Royal Casino Holding
      Corporation" evidencing the ARES Equity.

                                   Article 4
                        Conditions Precedent to Closing

4.1   Conditions to Obligations of ARES. The obligations of ARES under this
      Agreement are subject to the fulfillment on or prior to Closing of the
      following conditions:

      a.    Representations and Warranties Correct. The representations and
            warranties made by RCH herein shall be true and correct in all
            material respects when made, and shall be true and correct in all
            material respects at Closing with the same force and effect as if
            they had been made on and as of Closing.

      b.    Performance of Obligations.  RCH shall have performed in all
            material respects all obligations and conditions herein required to
            be performed or observed by them on or prior to Closing.

      c.    Changes in Management.  Mr. Delmar Janovec shall have been appointed
            to the board of directors of RCH, RCE and RCC.

4.2   Conditions to Obligations of RCH. The obligations of RCH under this
      Agreement are subject to the fulfillment on or prior to Closing of the
      following conditions:


                                        6

<PAGE>


      a.    Representations and Warranties Correct.  The representations and
            warranties made by ARES herein shall be true and correct in all
            material respects when made, and at Closing with the same force and
            effect as if they had been made on and as of Closing.

      b.    Performance of Obligations. ARES shall have performed in all
            material respects all obligations and conditions herein required to
            be performed or observed by them on or prior to Closing.

      c.    Changes in Management.  Mr. Dharmesh Patel ("Patel") shall have been
            appointed to the board of directors of ARES, as well as president
            and treasurer of ARES.  Mr. Delmar Janovec shall remain as ARES'
            CEO, while Mr. Rod Clawson shall become ARES' secretary.
            Additionally, within one hundred twenty (120) days after Closing,
            two of Patel's nominees shall have been appointed to the board of
            directors of ARES, bringing to five (5) the total number of persons
            serving on ARES' board of directors.

                                  Article 5
                         Continuing Warranties of RCH

      RCH makes the following warranties and representations to ARES:

5.1   RCH represents and warrants that it is a corporation duly incorporated and
      in good standing as a corporation under the laws of the State of Florida
      and has all necessary corporate power and authority to engage in the
      business in which it is presently engaged. RCH represents and warrants
      that it has __________ shares of common stock issued and outstanding as of
      the date of this Agreement and as of Closing, and that its entire
      authorized equity capital consists of Ten Million (10,000,000) shares of
      common stock, $0.001 par value.

5.2   RCH represents and warrants that RCE was duly incorporated and is in good
      standing as a corporation under the laws of the State of Florida and has
      all necessary corporate power and authority to engage in the business in
      which it is presently engaged, and that RCH owns 100% of RCE's outstanding
      capital equity.

5.3   RCH represents and warrants that RCC was duly organized and is in good
      standing as a limited liability company under the laws of the State of
      Florida and has all necessary corporate power and authority to engage in
      the business in which it is presently engaged, and that RCH owns 100% of
      RCC's outstanding capital equity.

5.4   RCH represents and warrants that it has the full right, power, legal
      capacity, and authority to enter into, and perform all of its respective
      obligations under this Agreement, and that this Agreement will not
      conflict with any other obligations, contracts or agreements of RCH.

5.5   RCH represents and warrants that neither RCE nor RCC has any liabilities,
      current or contingent, in excess of $50,000 other than those identified to
      ARES by delivery of all

                                        7

<PAGE>


      those documents underlying such obligations or liabilities. Further, the
      operations of RCE and RCC will not undergo any material change from the
      date hereof until the date of Closing. RCH also agrees not to sell,
      assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of
      in any way, all or any part of, or any interest in, the RCE Option Equity.

5.6   RCH represents and warrants that all material aspects of the operations
      and assets of RCE and RCC are insured to at least industry standard
      levels.

5.7   RCH represents and warrants that there are no claims, demands,
      proceedings, defaults, obligations, suits, or threats of suit, seizure, or
      foreclosure against RCH, RCE or RCC and that there is no suit, action, or
      legal, administrative, arbitration, or other proceeding pending or
      threatened relating to the RC Equity which could as of the Effective Date
      adversely affect ARES' ownership of the RC Equity to be purchased pursuant
      to this Agreement.

5.8   RCH represents and warrants that it has good and marketable title to all
      of the RC Equity, free and clear of all mortgages, liens, pledges,
      encumbrances, or security interests of any nature whatsoever. The assets
      and operations of RCE and RCC are, to the best of RCH's knowledge, in good
      operating condition and repair and there are no existing or threatened
      structural or operational defects concerning such operations which would
      materially affect their continued use in the same manner. Neither RCH, RCE
      nor RCC is in default on any lease, license, commitment, or other
      agreement material to any of their operations.

5.9   RCH represents and warrants that neither it, RCE nor RCC, nor their
      respective businesses (i) is in violation of any applicable building,
      zoning, occupational safety and health, pension, environmental control or
      similar law, ordinance or regulation in relation to their structures or
      equipment or the operation thereof or their business, or any fair
      employment, equal opportunity or similar law, ordinance or regulation, or
      any other law, ordinance, regulation or order applicable to their business
      or assets, (ii) has received any complaint from any governmental
      authority, and none is threatened, alleging that any of them have violated
      any such law, ordinance, regulation or order, (iii) has received any
      notice from any governmental authority of any pending proceeding to take
      all or any part of their properties (whether leased or owned) by
      condemnation or right of eminent domain and no such proceeding is
      threatened, (iv) is a party to any agreement or instrument, or subject to
      any charter or other corporate restriction or judgment, order, writ,
      injunction, rule, regulation, code or ordinance, which adversely affects
      their business, operations, prospects, properties, assets or condition,
      financial or otherwise, and (v) is in violation of, and will violate by
      executing this Agreement and consummating these transactions, any
      bankruptcy law, ruling, administrative decision, agreement, or plan to
      which RCH, RCE or RCC are subject.

5.10  RCH represents and warrants that any and all authorizations, approvals or
      other actions by, notices to, or filings with, any Governmental Authority
      required to be obtained or made in connection with the RC Equity or the
      operations of RCE and RCC, have been obtained or made, and no consent of
      any third party is required to be obtained for the due execution, delivery
      and performance of this Agreement. Governmental Authorities include, but
      are not limited to, the United States Coast Guard and any applicable state
      and federal health or gaming regulatory agencies.

                                        8

<PAGE>


5.11  RCH understands and acknowledges that the ARES Equity will not be
      registered under any federal or state securities laws, by virtue of
      exemptions thereto. RCH has such experience and knowledge in investment,
      financial and business matters in investments similar to the ARES Equity
      that it is capable of protecting its own interest in connection therewith.
      Further, RCH is acquiring the ARES Equity for investment purposes only for
      its own account, and not on behalf of any other person nor with a view to,
      or for resale in connection with any distribution thereof. RCH understands
      that the certificates representing the ARES Equity will be stamped with a
      legend substantially in the following form:

            THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
            EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT
            OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE
            ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

5.12  The warranties and representations set forth in this Article are ongoing
      warranties and representations by RCH and shall survive the Closing.

                                  Article 6
                        Continuing Warranties of ARES

      ARES makes the following warranties and representations to RCH:

6.1   ARES represents and warrants that it had a total of 42,312,194 shares of
      Common Stock issued and outstanding as of August 23, 2002. ARES is duly
      incorporated and in good standing as a corporation under the laws of the
      State of Delaware and has all necessary corporate power and authority to
      engage in the business in which it is presently engaged.

6.2   ARES represents and warrants that it has the full right, power, legal
      capacity, and authority to enter into, and perform their respective
      obligations under this Agreement, and that this Agreement will not
      conflict with any other obligations, contracts or agreements of ARES.

6.3   ARES represents and warrants that there are no accrued, unpaid, or
      deferred compensation, notes or loans due ARES, shareholders, officers,
      employees or directors of ARES other than those set forth in financial
      statements and SEC filings provided to RCH herewith or prior to Closing.

6.4   ARES represents and warrants that the financial statements and SEC filings
      of ARES are complete and accurately reflect the financial condition of
      ARES, and there are no material adverse changes in the business of ARES
      since the date of said statements that have not already been disclosed in
      writing to RCH.


                                        9

<PAGE>


6.5   ARES represents and warrants that there are no claims, demands,
      proceedings, defaults, obligations, suits, or threats of suit, seizure, or
      foreclosure against ARES other than those set forth in financial
      statements and SEC filings provided to RCH herewith.

6.6   ARES represents and warrants that no authorization, approval or other
      action by, and no notice to or filing with, any Governmental Authority (as
      defined in Section 5.10 above) is required to be obtained or made, and no
      consent of any third party is required to be obtained by ARES for the due
      execution, delivery and performance of this Agreement.

6.7   ARES understands and acknowledges that the RC Equity will not be
      registered under any federal or state securities laws, by virtue of
      exemptions thereto. ARES has such experience and knowledge in investment,
      financial and business matters in investments similar to the RC Equity
      that it is capable of protecting its own interest in connection therewith.
      Further, ARES is acquiring the RC Equity for investment purposes only for
      its own account, and not on behalf of any other person nor with a view to,
      or for resale in connection with any distribution thereof. ARES
      understands that the certificates representing the RC Equity will be
      stamped with a legend substantially in the following form:

            THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
            EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT
            OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE
            ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

6.8   The warranties and representations set forth in this Article are ongoing
      warranties and representations by ARES and shall survive the Closing.

                                  Article 7
                                Due Diligence

7.1   The Parties hereby acknowledge and agree that prior to the execution of
      this Agreement they have conducted due diligence necessary and
      commercially customary for this Agreement and the transactions
      contemplated by it.

7.2   The Parties hereby agree after the Closing to assist and cooperate in good
      faith with each other on a timely basis in providing any information or
      documents, or executing any documents, to fulfill either Party's
      reasonable requests or requirements.

                                  Article 8
                                Default & Cure

8.1   In the event a Party fails or refuses to perform its obligations under
      this Agreement in a timely manner, then the other Party may give notice to
      such other Party of default hereunder. Said notice shall set forth with
      sufficient specificity and particularity the details of said default. The
      Party to whom said default notice is given shall have thirty (30) days
      from the date of the delivery of the notice to either (a) cure the
      deficiencies set forth in the notice or (b) give written reply to the
      notice setting forth with particularity the reasons for the nonexistence
      of default or inability to cure the default(s).

                                       10

<PAGE>

                                  Article 9
                               Indemnification

9.1   RCH shall indemnify ARES and hold it harmless with respect to any
      liabilities, losses, damages, costs or expenses (including reasonable
      legal fees and expenses) incurred by ARES or by any successor of ARES,
      directly or indirectly, which are occasioned by, caused by or result out
      of (a) any issuance of any shares of the capital stock of RCE or RCC prior
      to Closing, and (b) any act, transaction, circumstance, or state of facts
      not caused by ARES which occurs after the Effective Date in connection
      with the RC Equity, except to the extent in conformity with the
      representations, warranties and covenants contained in this Agreement.

9.2   The Parties shall indemnify, defend and hold harmless each other against
      any and all undisclosed liabilities of the other not set forth in this
      Agreement or the exhibits and schedules provided herewith. This
      indemnification shall survive the Closing.

                                  Article 10
                           Professional Assistance

10.1  Both Parties hereby acknowledge that they have had a full opportunity to
      seek legal, financial and tax assistance of their own choosing prior to
      the execution of this Agreement, and that they have done so, or have
      expressly waived their right to such assistance and counsel.

                                  Article 11
                                    Costs

11.1  All costs and expenses, including, without limitation, fees and
      disbursements of counsel, financial advisors and accountants, incurred in
      connection with the negotiation, preparation, execution and delivery of
      this Agreement and consummation of the transactions contemplated hereby
      shall be paid by the Party incurring such costs and expenses.

                                  Article 12
                          Securities Laws & Taxation

12.1  Both Parties hereby agree and acknowledge that the transfer of securities
      pursuant to this Agreement shall constitute an exempt isolated transaction
      and the restricted securities received in such transfer and exchange do
      not have to be registered under federal or state securities laws and
      regulations.

12.2  It is the express intention of the Parties that this Agreement and the
      transactions contemplated by it be treated to the extent possible as a
      tax-free exchange of stock pursuant to the IRS code of 1986 (and
      regulation thereto), as amended, and the Parties agree to undertake such
      activities as reasonably required to obtain such treatment.


                                       11

<PAGE>

                                  Article 13
                                Miscellaneous

13.1  Entire Agreement. This Agreement constitutes the entire agreement between
      the Parties with respect to the subject matter herein, and supercedes all
      prior negotiations, correspondence, understandings and agreements among
      the Parties hereto respecting the subject matter hereof.

13.2  Headings. The article and other headings contained in this Agreement are
      for reference purposes only and shall not affect the meaning or
      interpretation of this Agreement.

13.3  Good Faith and Fair Dealing. The Parties agree that this Agreement imposes
      an implied duty of good faith and fair dealing on all the respective
      obligations of the Parties.

13.4  Amendment and Modification; Waiver of Compliance. Subject to applicable
      law, this Agreement may be amended, modified, and supplemented only by
      written agreement signed by the Parties. Any failure by any Party to this
      Agreement to comply with any obligation, covenant, agreement, or condition
      contained herein may be expressly waived in writing by the other Party
      hereto, but such waiver or failure to insist upon strict compliance shall
      not operate as a wavier of, or estoppel with respect to any subsequent or
      other failure.

13.5  Counterparts & Facsimile. This Agreement and its exhibits may be executed
      simultaneously in one or more counterparts or by facsimile, each of which
      shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

13.6  Rights of Parties. Nothing in this Agreement, whether express or implied,
      is intended to confer any rights or remedies under or by reason of this
      Agreement on any persons other than the Parties to it and their respective
      heirs, legal representatives, successors and assigns, nor is anything in
      this Agreement intended to relieve or discharge the obligation or
      liability of any third persons not a party to this Agreement, nor shall
      any provision give any such third persons any right of subrogation or
      action over or against any Party to this Agreement.

13.7  Assignment. This Agreement and all of the provisions hereof shall be
      binding upon and inure to the benefit of the Parties hereto and their
      respective successors and permitted assigns, but neither this Agreement
      nor any of the rights, interest, or obligations hereunder shall be
      assigned by any Party hereto without the prior written consent of the
      other Party.

13.8  Governing Law and Venue. This Agreement shall be governed by, and
      construed in accordance with, the laws of the State of Delaware, without
      reference to the conflict of laws principles thereof. In the event any
      dispute regarding this Agreement arises between the Parties, such dispute
      shall be brought in a proper jurisdiction located within Dallas County,
      Texas.


                                       12

<PAGE>


13.9  Notices.  All notices, requests, demands, and other communications
      required or permitted hereunder shall be in writing and shall be deemed to
      have been given if delivered by hand, overnight courier, telefax, or
      mailed certified or registered mail with postage prepaid, to the addresses
      set forth below:

            If to ARES:             AmeriResource Technologies, Inc.
                                    3430 E. Russell Road, Suite 310
                                    Las Vegas, Nevada 89120
                                    Attention: Delmar Janovec

                  With copies to:   Woltjen Law Firm
                                    4144 N. Central Expwy., Suite 410
                                    Dallas, Texas 75204
                                    Attention: Kevin S. Woltjen

            If to RCH:              Royal Casino Holding Corporation
                                    4000 South Ocean Drive, Suite 100
                                    Hollywood, Florida 33019
                                    Attention: Dharmesh Patel

                  With copies to:   Brian C. Deuschle, Esquire
                                    800 SE 3rd Avenue, Suite 400
                                    Fort Lauderdale, Florida 33316

13.10 Joint Effort to Prepare. This Agreement has been prepared by the joint
      efforts of the attorneys of all of the signatories to this Agreement and
      shall not be construed against any particular Party. Should any provision
      of this Agreement require judicial interpretation, the Parties hereto
      agree that the court interpreting or construing the same shall not apply a
      presumption that the terms hereof shall be more strictly construed against
      one Party by reason of the rule of construction that a document is to be
      more strictly construed against the Party who itself or through its agents
      prepared the same, it being agreed that the Parties hereto and their
      respective agents have participated in the preparation hereof.

13.11 Authority. Both Parties acknowledge that by execution of this Agreement
      they have the right, power, legal capacity, and authority to enter into,
      and perform their respective obligations under this Agreement, and no
      approvals or consents of any persons other than the Parties are necessary
      in connection with this Agreement. The execution and delivery of this
      Agreement have been individually consented to in writing by all the
      disclosed individuals of each Party.

      In Witness Whereof, the signatures of the Parties below evidence their
approval, acceptance and acknowledgment of the terms contained in this
Agreement.

"ARES"- AmeriResource Technologies, Inc.  "RCH"- Royal Casino Holding
                                           Corporation

/s/ Delmar Janovec                        /s/ Dharmesh Patel
--------------------------------------    ----------------------------------
By: Delmar Janovec, President             By: Dharmesh Patel, President


                                       13
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                                     of the
                         SECURITIES EXCHANGE ACT OF 1934

                         Date of Report: August 26, 2002
                                         ---------------

                        AMERIRESOURCE TECHNOLOGIES, INC.
                        --------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                                    --------
                 (State or Other Jurisdiction of Incorporation)

             0-20033                              84-1084784
             -------                              ----------
      (Commission File Number)       (IRS Employer Identification Number)

            3430 E. Russell Road, Suite 310, Las Vegas, Nevada 89120
            --------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (702) 362-9284
                                 --------------
              (Registrant's Telephone Number, Including Area Code)
Item 2.     Acquisition or Disposition of Assets

      On August 26, 2002, AmeriResource Technologies, Inc. (the "Company")
executed an exchange agreement ("Exchange Agreement") with Royal Casino Holding
Corporation, a Florida corporation ("RCH"). RCH has two wholly owned
subsidiaries, Royal Casino Entertainment ("RCE") and Royal Casino Cruises, LLC
("RCC"). RCE owns and operates a gaming boat known as Royal Casino I, and RCC
owns the land lease on which the Royal Casino I docks adjacent to the Ambassador
Hotel on the Intercoastal Waterway in Hollywood, Florida. RCH is majority owned
by Mr. Dharmesh Patel.

      Pursuant to the Exchange Agreement, RCH and the Company agreed to exchange
a majority interest in RCE and all of RCC for a majority interest in the
Company. At Closing, the Company will receive sixty percent (60%) of RCE's
outstanding equity and one hundred percent (100%) of RCC's outstanding equity,
and RCH will receive shares equal to sixty percent (60%) of the Company's issued
and outstanding common stock ("Common Stock"). All of these assets were and are
utilized by RCH in the operation of the Royal Casino I gaming boat and the
Company intends to continue such use. Additionally, RCH granted the Company an
option to acquire an additional twenty percent (20%) of RCE equity ("RCE Option
Equity") pursuant to the following terms:

      a.    If, on or before June 30, 2004, RCE and RCC generate joint and
            cumulative net income in excess of $10 million, then the Company
            shall have the option to acquire the RCE Option Equity in exchange
            for 5% of the Company's issued and outstanding equity as of Closing;
            or

      b.    If, on or before June 30, 2004, RCE and RCC generate joint and
            cumulative net income less than $10 million but revenue in excess of
            $10 million, then the Company shall have the option to acquire the
            RCE Option Equity in exchange for 2.5% of the Company's issued and
            outstanding equity as of Closing; or

      c.    If, on or before June 30, 2004, RCE and RCC generate joint and
            cumulative net income less than $10 million and revenue less than
            $10 million, then the Company shall have the option to acquire the
            RCE Option Equity in exchange for 1% of the Company's issued and
            outstanding equity as of Closing.

The amount of consideration to be given and received under the Exchange
Agreement was determined after negotiation between the Company and RCH.

      Closing is to occur as soon as possible, and is expected in approximately
thirty (30) days upon final due diligence being completed by both parties.
Within 120 days of Closing, Dharmesh Patel will be appointed president and
treasurer of the Company, and two (2) of Mr. Patel's nominees will be appointed
to the Company's board of directors, bringing the total number of persons
serving on the Company's board of directors to five (5). The Exchange Agreement
is attached hereto as an exhibit.

                                      2
Item 7.     Financial Statements and Exhibits

      The financial statements required by this report are not filed with this
Form 8-K report but will be filed by an amendment to this Form 8-K report not
later than 60 days after the date this report must be filed. The Exhibit Index
preceding the exhibit is incorporated herein by reference.

                                  SIGNATURES

      Pursuant to the requirement of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

Dated this 5th day of September 2002.

                              AmeriResource Technologies, Inc.

                              By:   /s/ Delmar Janovec
                                    _____________________________________
                                    AmeriResource Technologies, Inc.
                                    By: Delmar Janovec, Chief Executive Officer

                                      3
EXHIBIT INDEX

Exhibit No.       Page        Description of Exhibit

      2           5           August 26, 2002, Exchange Agreement by and between
                              AmeriResource Technologies, Inc. and Royal Casino
                              Holding Corporation

                                      4
EXCHANGE AGREEMENT

      THIS EXCHANGE AGREEMENT (the "Agreement") is entered into effective this
26th day of August 2002, (the "Effective Date") by and between AmeriResource
Technologies, Inc., a Delaware corporation with offices at 3430 E. Russell Road,
Suite 310, Las Vegas, Nevada 89120 ("ARES"), and Royal Casino Holding
Corporation, a Florida corporation with offices at 4000 South Ocean Drive, Suite
100, Hollywood, Florida 33019 ("RCH"). (ARES and RCH may hereinafter be referred
to individually as a "Party" or collectively as the "Parties").

                                   Recitals

      WHEREAS, through its two wholly owned subsidiaries Royal Casino
Entertainment, a Florida corporation ("RCE"), and Royal Casino Cruises, LLC, a
Florida limited liability company ("RCC"), RCH owns and operates a gaming boat
known as Royal Casino I and the land lease on which the Royal Casino I docks in
Hollywood, Florida; and

      WHEREAS, RCH and ARES are interested in exchanging a majority interest in
RCE and all of RCC for a majority interest in ARES pursuant to the terms and
conditions described herein and for the consideration set forth herein.

                                  Agreement

      NOW, THEREFORE, in consideration of the promises, representations, and
covenants described herein, and in consideration of the recitals above, which
are incorporated herein by reference, and for other good and valuable
consideration, the receipt and sufficiency of which the Parties hereby
acknowledge, the Parties hereby agree as follows:

                                  Article 1
                              Exchange of Equity

1.1   At, and as of, Closing, RCH and ARES shall exchange sixty percent (60%) of
      RCE's outstanding equity and one hundred percent (100%) of RCC's
      outstanding equity (the 60% of RCE and 100% of RCC shall hereafter
      collectively be referred to as the "RC Equity") for sixty percent (60%)
      (the "ARES Equity") of ARES' issued and outstanding common stock, par
      value $0.0001 ("Common Stock").

1.2   At Closing and in consideration of the exchange set forth in Section 1.1
      above, RCH agrees to grant to ARES an option to acquire an additional
      twenty percent (20%) of RCE equity ("RCE Option Equity") pursuant to the
      following terms:

      a.    If, on or before June 30, 2004, RCE and RCC generate joint and
            cumulative net income in excess of $10 million, then ARES shall have
            the option to acquire the RCE Option Equity in exchange for 5% of
            ARES' issued and outstanding equity as of Closing; or

      b.    If, on or before June 30, 2004, RCE and RCC generate joint and
            cumulative net income less than $10 million but revenue in excess of
            $10 million, then ARES shall have the option to acquire the RCE
            Option Equity in exchange for 2.5% of ARES' issued and outstanding
            equity as of Closing; or

                                        5
c.    If, on or before June 30, 2004, RCE and RCC generate joint and
            cumulative net income less than $10 million and revenue less than
            $10 million, then ARES shall have the option to acquire the RCE
            Option Equity in exchange for 1% of ARES' issued and outstanding
            equity as of Closing.

                                   Article 2
                   Additional Financing & Right of Recission

2.1   RCH and ARES will use their best efforts to secure additional financing,
      to be obtained in exchange for ARES securities, in the amount of Five
      Hundred Thousand dollars ($500,000) by Closing for continuing operations.
      In the event such financing is not secured within sixty (60) days of
      Closing, ARES shall have the right to immediately rescind and/or revoke
      this Agreement and the transactions contemplated by it.

                                  Article 3
                                   Closing

3.1   The Closing of this Agreement and the exchange of the RC Equity and ARES
      Equity shall take place at the offices of RCH as soon hereafter as
      practicable (the "Closing"). At Closing, the Parties shall deliver all
      information and documents necessary or reasonable required by the Parties
      to fulfill their respective obligations hereunder.

3.2   At Closing, RCH shall tender equity certificates in the name of
      "AmeriResource Technologies, Inc." evidencing the RC Equity, and ARES
      shall tender a stock certificate in the name of "Royal Casino Holding
      Corporation" evidencing the ARES Equity.

                                   Article 4
                        Conditions Precedent to Closing

4.1   Conditions to Obligations of ARES. The obligations of ARES under this
      Agreement are subject to the fulfillment on or prior to Closing of the
      following conditions:

      a.    Representations and Warranties Correct. The representations and
            warranties made by RCH herein shall be true and correct in all
            material respects when made, and shall be true and correct in all
            material respects at Closing with the same force and effect as if
            they had been made on and as of Closing.

      b.    Performance of Obligations.  RCH shall have performed in all
            material respects all obligations and conditions herein required to
            be performed or observed by them on or prior to Closing.

      c.    Changes in Management.  Mr. Delmar Janovec shall have been appointed
            to the board of directors of RCH, RCE and RCC.

4.2   Conditions to Obligations of RCH. The obligations of RCH under this
      Agreement are subject to the fulfillment on or prior to Closing of the
      following conditions:

                                        6
a.    Representations and Warranties Correct.  The representations and
            warranties made by ARES herein shall be true and correct in all
            material respects when made, and at Closing with the same force and
            effect as if they had been made on and as of Closing.

      b.    Performance of Obligations. ARES shall have performed in all
            material respects all obligations and conditions herein required to
            be performed or observed by them on or prior to Closing.

      c.    Changes in Management.  Mr. Dharmesh Patel ("Patel") shall have been
            appointed to the board of directors of ARES, as well as president
            and treasurer of ARES.  Mr. Delmar Janovec shall remain as ARES'
            CEO, while Mr. Rod Clawson shall become ARES' secretary.
            Additionally, within one hundred twenty (120) days after Closing,
            two of Patel's nominees shall have been appointed to the board of
            directors of ARES, bringing to five (5) the total number of persons
            serving on ARES' board of directors.

                                  Article 5
                         Continuing Warranties of RCH

      RCH makes the following warranties and representations to ARES:

5.1   RCH represents and warrants that it is a corporation duly incorporated and
      in good standing as a corporation under the laws of the State of Florida
      and has all necessary corporate power and authority to engage in the
      business in which it is presently engaged. RCH represents and warrants
      that it has __________ shares of common stock issued and outstanding as of
      the date of this Agreement and as of Closing, and that its entire
      authorized equity capital consists of Ten Million (10,000,000) shares of
      common stock, $0.001 par value.

5.2   RCH represents and warrants that RCE was duly incorporated and is in good
      standing as a corporation under the laws of the State of Florida and has
      all necessary corporate power and authority to engage in the business in
      which it is presently engaged, and that RCH owns 100% of RCE's outstanding
      capital equity.

5.3   RCH represents and warrants that RCC was duly organized and is in good
      standing as a limited liability company under the laws of the State of
      Florida and has all necessary corporate power and authority to engage in
      the business in which it is presently engaged, and that RCH owns 100% of
      RCC's outstanding capital equity.

5.4   RCH represents and warrants that it has the full right, power, legal
      capacity, and authority to enter into, and perform all of its respective
      obligations under this Agreement, and that this Agreement will not
      conflict with any other obligations, contracts or agreements of RCH.

5.5   RCH represents and warrants that neither RCE nor RCC has any liabilities,
      current or contingent, in excess of $50,000 other than those identified to
      ARES by delivery of all

                                        7
those documents underlying such obligations or liabilities. Further, the
      operations of RCE and RCC will not undergo any material change from the
      date hereof until the date of Closing. RCH also agrees not to sell,
      assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of
      in any way, all or any part of, or any interest in, the RCE Option Equity.

5.6   RCH represents and warrants that all material aspects of the operations
      and assets of RCE and RCC are insured to at least industry standard
      levels.

5.7   RCH represents and warrants that there are no claims, demands,
      proceedings, defaults, obligations, suits, or threats of suit, seizure, or
      foreclosure against RCH, RCE or RCC and that there is no suit, action, or
      legal, administrative, arbitration, or other proceeding pending or
      threatened relating to the RC Equity which could as of the Effective Date
      adversely affect ARES' ownership of the RC Equity to be purchased pursuant
      to this Agreement.

5.8   RCH represents and warrants that it has good and marketable title to all
      of the RC Equity, free and clear of all mortgages, liens, pledges,
      encumbrances, or security interests of any nature whatsoever. The assets
      and operations of RCE and RCC are, to the best of RCH's knowledge, in good
      operating condition and repair and there are no existing or threatened
      structural or operational defects concerning such operations which would
      materially affect their continued use in the same manner. Neither RCH, RCE
      nor RCC is in default on any lease, license, commitment, or other
      agreement material to any of their operations.

5.9   RCH represents and warrants that neither it, RCE nor RCC, nor their
      respective businesses (i) is in violation of any applicable building,
      zoning, occupational safety and health, pension, environmental control or
      similar law, ordinance or regulation in relation to their structures or
      equipment or the operation thereof or their business, or any fair
      employment, equal opportunity or similar law, ordinance or regulation, or
      any other law, ordinance, regulation or order applicable to their business
      or assets, (ii) has received any complaint from any governmental
      authority, and none is threatened, alleging that any of them have violated
      any such law, ordinance, regulation or order, (iii) has received any
      notice from any governmental authority of any pending proceeding to take
      all or any part of their properties (whether leased or owned) by
      condemnation or right of eminent domain and no such proceeding is
      threatened, (iv) is a party to any agreement or instrument, or subject to
      any charter or other corporate restriction or judgment, order, writ,
      injunction, rule, regulation, code or ordinance, which adversely affects
      their business, operations, prospects, properties, assets or condition,
      financial or otherwise, and (v) is in violation of, and will violate by
      executing this Agreement and consummating these transactions, any
      bankruptcy law, ruling, administrative decision, agreement, or plan to
      which RCH, RCE or RCC are subject.

5.10  RCH represents and warrants that any and all authorizations, approvals or
      other actions by, notices to, or filings with, any Governmental Authority
      required to be obtained or made in connection with the RC Equity or the
      operations of RCE and RCC, have been obtained or made, and no consent of
      any third party is required to be obtained for the due execution, delivery
      and performance of this Agreement. Governmental Authorities include, but
      are not limited to, the United States Coast Guard and any applicable state
      and federal health or gaming regulatory agencies.

                                        8
5.11  RCH understands and acknowledges that the ARES Equity will not be
      registered under any federal or state securities laws, by virtue of
      exemptions thereto. RCH has such experience and knowledge in investment,
      financial and business matters in investments similar to the ARES Equity
      that it is capable of protecting its own interest in connection therewith.
      Further, RCH is acquiring the ARES Equity for investment purposes only for
      its own account, and not on behalf of any other person nor with a view to,
      or for resale in connection with any distribution thereof. RCH understands
      that the certificates representing the ARES Equity will be stamped with a
      legend substantially in the following form:

            THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
            EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT
            OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE
            ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

5.12  The warranties and representations set forth in this Article are ongoing
      warranties and representations by RCH and shall survive the Closing.

                                  Article 6
                        Continuing Warranties of ARES

      ARES makes the following warranties and representations to RCH:

6.1   ARES represents and warrants that it had a total of 42,312,194 shares of
      Common Stock issued and outstanding as of August 23, 2002. ARES is duly
      incorporated and in good standing as a corporation under the laws of the
      State of Delaware and has all necessary corporate power and authority to
      engage in the business in which it is presently engaged.

6.2   ARES represents and warrants that it has the full right, power, legal
      capacity, and authority to enter into, and perform their respective
      obligations under this Agreement, and that this Agreement will not
      conflict with any other obligations, contracts or agreements of ARES.

6.3   ARES represents and warrants that there are no accrued, unpaid, or
      deferred compensation, notes or loans due ARES, shareholders, officers,
      employees or directors of ARES other than those set forth in financial
      statements and SEC filings provided to RCH herewith or prior to Closing.

6.4   ARES represents and warrants that the financial statements and SEC filings
      of ARES are complete and accurately reflect the financial condition of
      ARES, and there are no material adverse changes in the business of ARES
      since the date of said statements that have not already been disclosed in
      writing to RCH.

                                        9
6.5   ARES represents and warrants that there are no claims, demands,
      proceedings, defaults, obligations, suits, or threats of suit, seizure, or
      foreclosure against ARES other than those set forth in financial
      statements and SEC filings provided to RCH herewith.

6.6   ARES represents and warrants that no authorization, approval or other
      action by, and no notice to or filing with, any Governmental Authority (as
      defined in Section 5.10 above) is required to be obtained or made, and no
      consent of any third party is required to be obtained by ARES for the due
      execution, delivery and performance of this Agreement.

6.7   ARES understands and acknowledges that the RC Equity will not be
      registered under any federal or state securities laws, by virtue of
      exemptions thereto. ARES has such experience and knowledge in investment,
      financial and business matters in investments similar to the RC Equity
      that it is capable of protecting its own interest in connection therewith.
      Further, ARES is acquiring the RC Equity for investment purposes only for
      its own account, and not on behalf of any other person nor with a view to,
      or for resale in connection with any distribution thereof. ARES
      understands that the certificates representing the RC Equity will be
      stamped with a legend substantially in the following form:

            THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
            EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT
            OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE
            ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

6.8   The warranties and representations set forth in this Article are ongoing
      warranties and representations by ARES and shall survive the Closing.

                                  Article 7
                                Due Diligence

7.1   The Parties hereby acknowledge and agree that prior to the execution of
      this Agreement they have conducted due diligence necessary and
      commercially customary for this Agreement and the transactions
      contemplated by it.

7.2   The Parties hereby agree after the Closing to assist and cooperate in good
      faith with each other on a timely basis in providing any information or
      documents, or executing any documents, to fulfill either Party's
      reasonable requests or requirements.

                                  Article 8
                                Default & Cure

8.1   In the event a Party fails or refuses to perform its obligations under
      this Agreement in a timely manner, then the other Party may give notice to
      such other Party of default hereunder. Said notice shall set forth with
      sufficient specificity and particularity the details of said default. The
      Party to whom said default notice is given shall have thirty (30) days
      from the date of the delivery of the notice to either (a) cure the
      deficiencies set forth in the notice or (b) give written reply to the
      notice setting forth with particularity the reasons for the nonexistence
      of default or inability to cure the default(s).

                                       10
Article 9
                               Indemnification

9.1   RCH shall indemnify ARES and hold it harmless with respect to any
      liabilities, losses, damages, costs or expenses (including reasonable
      legal fees and expenses) incurred by ARES or by any successor of ARES,
      directly or indirectly, which are occasioned by, caused by or result out
      of (a) any issuance of any shares of the capital stock of RCE or RCC prior
      to Closing, and (b) any act, transaction, circumstance, or state of facts
      not caused by ARES which occurs after the Effective Date in connection
      with the RC Equity, except to the extent in conformity with the
      representations, warranties and covenants contained in this Agreement.

9.2   The Parties shall indemnify, defend and hold harmless each other against
      any and all undisclosed liabilities of the other not set forth in this
      Agreement or the exhibits and schedules provided herewith. This
      indemnification shall survive the Closing.

                                  Article 10
                           Professional Assistance

10.1  Both Parties hereby acknowledge that they have had a full opportunity to
      seek legal, financial and tax assistance of their own choosing prior to
      the execution of this Agreement, and that they have done so, or have
      expressly waived their right to such assistance and counsel.

                                  Article 11
                                    Costs

11.1  All costs and expenses, including, without limitation, fees and
      disbursements of counsel, financial advisors and accountants, incurred in
      connection with the negotiation, preparation, execution and delivery of
      this Agreement and consummation of the transactions contemplated hereby
      shall be paid by the Party incurring such costs and expenses.

                                  Article 12
                          Securities Laws & Taxation

12.1  Both Parties hereby agree and acknowledge that the transfer of securities
      pursuant to this Agreement shall constitute an exempt isolated transaction
      and the restricted securities received in such transfer and exchange do
      not have to be registered under federal or state securities laws and
      regulations.

12.2  It is the express intention of the Parties that this Agreement and the
      transactions contemplated by it be treated to the extent possible as a
      tax-free exchange of stock pursuant to the IRS code of 1986 (and
      regulation thereto), as amended, and the Parties agree to undertake such
      activities as reasonably required to obtain such treatment.

                                       11
Article 13
                                Miscellaneous

13.1  Entire Agreement. This Agreement constitutes the entire agreement between
      the Parties with respect to the subject matter herein, and supercedes all
      prior negotiations, correspondence, understandings and agreements among
      the Parties hereto respecting the subject matter hereof.

13.2  Headings. The article and other headings contained in this Agreement are
      for reference purposes only and shall not affect the meaning or
      interpretation of this Agreement.

13.3  Good Faith and Fair Dealing. The Parties agree that this Agreement imposes
      an implied duty of good faith and fair dealing on all the respective
      obligations of the Parties.

13.4  Amendment and Modification; Waiver of Compliance. Subject to applicable
      law, this Agreement may be amended, modified, and supplemented only by
      written agreement signed by the Parties. Any failure by any Party to this
      Agreement to comply with any obligation, covenant, agreement, or condition
      contained herein may be expressly waived in writing by the other Party
      hereto, but such waiver or failure to insist upon strict compliance shall
      not operate as a wavier of, or estoppel with respect to any subsequent or
      other failure.

13.5  Counterparts & Facsimile. This Agreement and its exhibits may be executed
      simultaneously in one or more counterparts or by facsimile, each of which
      shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

13.6  Rights of Parties. Nothing in this Agreement, whether express or implied,
      is intended to confer any rights or remedies under or by reason of this
      Agreement on any persons other than the Parties to it and their respective
      heirs, legal representatives, successors and assigns, nor is anything in
      this Agreement intended to relieve or discharge the obligation or
      liability of any third persons not a party to this Agreement, nor shall
      any provision give any such third persons any right of subrogation or
      action over or against any Party to this Agreement.

13.7  Assignment. This Agreement and all of the provisions hereof shall be
      binding upon and inure to the benefit of the Parties hereto and their
      respective successors and permitted assigns, but neither this Agreement
      nor any of the rights, interest, or obligations hereunder shall be
      assigned by any Party hereto without the prior written consent of the
      other Party.

13.8  Governing Law and Venue. This Agreement shall be governed by, and
      construed in accordance with, the laws of the State of Delaware, without
      reference to the conflict of laws principles thereof. In the event any
      dispute regarding this Agreement arises between the Parties, such dispute
      shall be brought in a proper jurisdiction located within Dallas County,
      Texas.

                                       12
13.9  Notices.  All notices, requests, demands, and other communications
      required or permitted hereunder shall be in writing and shall be deemed to
      have been given if delivered by hand, overnight courier, telefax, or
      mailed certified or registered mail with postage prepaid, to the addresses
      set forth below:

            If to ARES:             AmeriResource Technologies, Inc.
                                    3430 E. Russell Road, Suite 310
                                    Las Vegas, Nevada 89120
                                    Attention: Delmar Janovec

                  With copies to:   Woltjen Law Firm
                                    4144 N. Central Expwy., Suite 410
                                    Dallas, Texas 75204
                                    Attention: Kevin S. Woltjen

            If to RCH:              Royal Casino Holding Corporation
                                    4000 South Ocean Drive, Suite 100
                                    Hollywood, Florida 33019
                                    Attention: Dharmesh Patel

                  With copies to:   Brian C. Deuschle, Esquire
                                    800 SE 3rd Avenue, Suite 400
                                    Fort Lauderdale, Florida 33316

13.10 Joint Effort to Prepare. This Agreement has been prepared by the joint
      efforts of the attorneys of all of the signatories to this Agreement and
      shall not be construed against any particular Party. Should any provision
      of this Agreement require judicial interpretation, the Parties hereto
      agree that the court interpreting or construing the same shall not apply a
      presumption that the terms hereof shall be more strictly construed against
      one Party by reason of the rule of construction that a document is to be
      more strictly construed against the Party who itself or through its agents
      prepared the same, it being agreed that the Parties hereto and their
      respective agents have participated in the preparation hereof.

13.11 Authority. Both Parties acknowledge that by execution of this Agreement
      they have the right, power, legal capacity, and authority to enter into,
      and perform their respective obligations under this Agreement, and no
      approvals or consents of any persons other than the Parties are necessary
      in connection with this Agreement. The execution and delivery of this
      Agreement have been individually consented to in writing by all the
      disclosed individuals of each Party.

      In Witness Whereof, the signatures of the Parties below evidence their
approval, acceptance and acknowledgment of the terms contained in this
Agreement.

"ARES"- AmeriResource Technologies, Inc.  "RCH"- Royal Casino Holding
                                           Corporation

/s/ Delmar Janovec                        /s/ Dharmesh Patel
--------------------------------------    ----------------------------------
By: Delmar Janovec, President             By: Dharmesh Patel, President

                                       13