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 Event Requiring Report: September 26, 2001
                                             -------------------

                       AMERIRESOURCE TECHNOLOGIES, INC.
                       --------------------------------
            (Exact name of registrant as specified in its charter)

                                   Delaware
        (State or other jurisdiction of incorporation or organization)

                              0-2003384-1084784
         (Commission File Number)(IRS Employer Identification Number)


          4445 South Jones Blvd., Suite 2, Las Vegas, Nevada 89103
          ---------------------------------------------------------
                   (Address of principal executive offices)

                               ( 702 ) 362-9284
                              -----------------
             (Registrant's telephone number, including area code)




<PAGE>


Item 2.     Acquisition or Disposition of Assets

      On September 26, 2001, AmeriResource Technologies, Inc. (the "Company")
executed an acquisition agreement ("Acquisition Agreement") with Wasatch
Business Investors, Inc., a Utah corporation ("WBI") and Covah, LLC, a Utah
limited liability company ("Covah"). Pursuant to the Acquisition Agreement, WBI,
as agent for Covah, agreed to sell and transfer one hundred percent (100%) of
Jim Butler Performance, Inc., a Tennessee corporation ("JBP"), to the Company in
exchange for One Hundred Million (100,000,000) shares (the "Shares") of the
Company's common stock, par value $0.0001 ("Common Stock"), with Seventy-Five
Million (75,000,000) Shares being issued to Covah and the remaining Twenty-Five
Million (25,000,000) Shares being issued to WBI. The amount of Shares was
determined by the closing trading price of the Common Stock for September 25,
2001. Pursuant to a Stock Option Agreement ("Option Agreement") executed by and
between the Company and WBI on the same date, the Company granted an option to
WBI to purchase Fifty Million (50,000,000) shares of Common Stock at an exercise
price equal to the average closing trading price of the Common Stock for thirty
(30) days prior to the date of closing the acquisition of JBP. The Company
executed a promissory note ("Note") on the same date to pay WBI Three Hundred
Fifty Thousand dollars ($350,000) over a term of one year with interest accruing
at the annual rate of seven percent (7%). The Acquisition Agreement, Option
Agreement and Note are attached hereto as exhibits.

      WBI is owned by Ronnie Hale, Keith Warburton, Shawn Hammond and Brent
Crouch. Brent Crouch is currently a consultant for the Company and has served as
its independent auditor in the past. As a consultant to the Company, Mr. Crouch
provides services regarding due diligence requirements for the acquisition of
new businesses and accounting and technical experience in the transition phase
of any business that is acquired.

      There is no material relationship between the Company and Covah.

      JBP is a manufacturer and seller of high-end specialty engines and parts
to the racing industry. The assets acquired by the Company constituted 100% of
JBP including, but not limited to, the office building located at 103 Dunn Road,
Leoma, Tennessee, all of the office equipment utilized by JBP, and all of its
tools and machinery. All of these assets were utilized by JBP in the
manufacturing and selling of engines and parts to the racing industry, and the
Company intends to continue such use.

Item 7.     Financial Statements and Exhibits

      The financial statements required by this section are not filed with this
Form 8-K report but will be filed by an amendment not later than 60 days after
the date this Form 8-K report must be filed.


                                  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 10th day of October 2001.

                              AmeriResource Technologies, Inc.



                              By:   /s/ Delmar Janovec
                                    -------------------------------------
                                    AmeriResource Technologies, Inc.
                                    By: Delmar Janovec, CEO


                                        2

<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT     PAGE
NO.         NO.     DESCRIPTION

10(i)        4      September 26, 2001 Acquisition Agreement between Wasatch
                    Business Investors, Inc., Covah, LLC and the Company

10(ii)      12      September 26, 2001 AmeriResource Technologies, Inc. Stock
                    Option Agreement between Wasatch Business Investors, Inc.
                    and the Company

10(iii)     20      September 26, 2001 Secured Promissory Note executed by the
                    Company


                                        3
<PAGE>


                            ACQUISITION AGREEMENT

      THIS ACQUISITION AGREEMENT (the "Agreement") is entered into effective
this 26th day of September 2001, (the "Effective Date") and is by and between
Wasatch Business Investors, Inc., a Utah corporation with offices at 1453 S.
Major St., Salt Lake City, Utah 84115 ("WBI"), Covah, LLC, a Utah limited
liability company with principal offices at 1453 S. Major St., Salt Lake City,
Utah 84115 ("Covah"), and AmeriResource Technologies, Inc., a Delaware
corporation with offices at 4445 South Jones Blvd., Suite 2, Las Vegas, NV,
89103 ("ARET") (WBI, Covah and ARET may hereinafter be referred to individually
as a "Party" or collectively as the "Parties").

                                   Recitals

      WHEREAS, ARET is interested in expanding its business through investments
and acquisitions;

      WHEREAS, WBI, as agent for Covah, is in the financial services and
merchant banking business and has considerable contacts with businesses which
are interested in being acquired or are looking for investors;

      WHEREAS, WBI, as agent for Covah, purchased Jim Butler Performance, Inc.,
a Tennessee corporation with principal offices at 103 Dunn Road, Leoma,
Tennessee 38468 ("JBP"), whose primary business operations consist of the
manufacture and sale of high-end specialty engines & parts to the racing
industry;

      WHEREAS, WBI is in the process of purchasing Valley Steel, Inc., an
Alabama corporation with principal offices at 1400 Highway 20 West, Decatur,
Alabama 35611 ("Valley Steel"), who has specialized in the manufacture and
erection of steel products since 1960;

      WHEREAS, ARET is interested in buying JBP and Valley Steel from WBI, as
agent for Covah, pursuant to the terms and conditions described herein; and

      WHEREAS, WBI is interested in selling JBP and Valley Steel to ARET
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
             Sale of Jim Butler Performance & Valley Steel, Inc.

1.01  At Closing, WBI, as agent for Covah, agrees to sell and transfer one
      hundred percent (100%) of JBP to ARET for One Hundred Million
      (100,000,000) shares (the "Shares") of ARET's common stock, par value
      $0.0001 ("Common Stock"), with Seventy-Five Million (75,000,000) shares
      being issued to Covah and the remaining Twenty-Five Million (25,000,000)
      being issued to WBI.

                                  4

<PAGE>



1.02  At Closing and in consideration of the acquisition of JBP, ARET agrees to
      grant to WBI an option to purchase Fifty Million (50,000,000) shares of
      Common Stock at an exercise price equal to the average closing trading
      price of Common Stock for the thirty (30) days prior to the date of
      Closing of the JBP acquisition, pursuant to that Stock Option Agreement
      attached hereto as Exhibit A effective as of the date of this Agreement
      ("Option Agreement").

1.03  The Parties have agreed in principal for ARET to acquire 100% of Valley
      Steel from WBI, once WBI has consummated the purchase of Valley Steel, in
      exchange for Two Hundred Million (200,000,000) shares of ARET's Common
      Stock. This Valley Steel acquisition shall be consummated upon ARET
      satisfactorily completing its due diligence investigation of Valley Steel,
      which ARET hopes and expects to effect no later September 30, 2001. The
      Parties acknowledge that the Valley Steel acquisition is subject to, and
      shall not be consummated unless and until, ARET in its sole discretion is
      satisfied with its Valley Steel due diligence.

1.04  All Parties hereto acknowledge ARET's need to alter its capital stock
      structure to accommodate the terms of this Agreement, specifically the
      issuance of shares as set forth herein for Valley Steel. All Parties
      acknowledge and agree to ARET's contingent approval and acceptance of the
      terms of this Agreement subject to the approval of its shareholders to
      revise its capital stock structure, which shall be sought at a meeting of
      ARET's shareholders as soon hereafter as is practicable.

                                  Article 2
                        Future Referrals and Financing

2.01  In consideration for WBI's agreement to identify and refer to ARET
      potential business investments and business acquisitions ("WBI Target(s)")
      other than JBP and Valley Steel, ARET hereby agrees to grant to WBI
      additional options to purchase a total of One Hundred Fifty Million
      (150,000,000) shares of Common Stock (the "Additional Option Shares")
      pursuant to the Option Agreement, and contingent upon WBI satisfying the
      terms and conditions set forth therein. The grant of options to purchase
      the Additional Option Shares will be made available based upon
      performance. For every $1 million in gross revenues achieved by WBI
      Targets acquired by ARET, WBI will receive options to purchase Three
      Million (3,000,000) shares of ARET common stock, on the terms more
      specifically set forth in the Option Agreement. WBI shall therefore
      receive options to purchase One Hundred Fifty Million (150,000,000)
      Additional Option Shares in the event ARET acquires WBI Targets with total
      revenues of Fifty Million ($50,000,000).

2.02  In the event ARET secures financing from a WBI source to acquire a WBI
      Target, ARET agrees to pay WBI a fee equal to five percent (5%) of such
      financing.

2.03  WBI may not sell or otherwise dispose of any WBI Target, or any right or
      interest in any WBI Target, without first offering to sell it to ARET and
      ARET shall have the sole and exclusive right to decline pursuit of a WBI
      Target for three years following WBI's referral to ARET. WBI shall have no
      recourse against ARET in the event it decides not to acquire any WBI
      Target.

                                  5

<PAGE>


                                  Article 3
                                   Closing

3.01  The Closing of this Agreement and of the sale of JBP shall take place at
      the office of WBI 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.

3.02  Within thirty (30) days after the Closing, the existing operations of JBP
      shall be transferred into a wholly owned subsidiary of ARET.

3.03  ARET shall appoint a WBI nominee to its Board, if such nominee is
      presented to ARET within thirty (30) days following execution of this
      Agreement.

3.04  Within sixty (60) days after Closing, ARET shall issue a shareholder proxy
      for the matters pertinent to shareholders set forth in this Agreement.

                                  Article 4
                             Management Agreement

4.01  Within thirty (30) days after Closing, the new board of directors of ARET
      shall ratify and adopt that certain employment agreement dated July 1,
      2000, by and between ARET as employer and Delmar Janovec as employee.

4.02  Within thirty (30) days after Closing, the new board of directors of ARET
      shall ratify and adopt that certain employment agreement dated July 1,
      2000, by and between ARET as employer and Barry Denslow as employee.

                                  Article 5
                        Continuing Warranties of ARET

ARET makes the following warranties and representations to WBI:

5.01  ARET represents and warrants that it has a total of 841,353,312 shares of
      Common Stock issued and outstanding as of the date of this Agreement. ARET
      is duly incorporated and in good standing as a corporation under the laws
      of the State of Delaware.

5.02  ARET represents and warrants that the total amount of all issued and
      outstanding Preferred Stock of ARET as of the date of this Agreement is
      308,287. There are 131, 275 shares of Class A Preferred Stock held by
      seventeen (17) shareholders of record and 177,012 shares of Class B
      Preferred Stock held by one (1) shareholder of record.

5.03  ARET 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 ARET.

                                  6

<PAGE>



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

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

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

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

                                  Article 6
                         Continuing Warranties of WBI

      WBI makes the following warranties and representations to ARET:

6.01  WBI represents and warrants that it has full interest in and title to JBP
      free and clear of any liens, encumbrances, restrictions, and adverse
      claims, whether existing or contingent. WBI also represents and warrants
      that it has not transferred any interest in or to JBP, has not placed any
      lien, encumbrance, or restriction against JBP, and that no adverse claims
      are pending or threatened regarding JBP.

6.02  WBI represents and warrants that upon consummation of its purchase of
      Valley Steel that it will have full interest in and title to Valley Steel
      free and clear of any liens, encumbrances, restrictions, and adverse
      claims, whether existing or contingent. WBI also represents and warrants
      that it will not transfer any interest in or to Valley Steel prior to
      ARET's acquisition of Valley Steel, nor will it place any lien,
      encumbrance, or restriction against Valley Steel. WBI also represents that
      to the best of its knowledge no adverse claims are pending or threatened
      regarding Valley Steel.

6.03  WBI 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 WBI.

6.04  WBI represents and warrants that the operations of JBP will not undergo
      any material change from the date hereof until the date of Closing.

6.05  WBI represents and warrants that the operations of Valley Steel will not
      undergo any material change from the date of WBI's purchase of Valley
      Steel until the date of ARET's acquisition of Valley Steel.

6.06  WBI represents and warrants that there are no claims, demands,
      proceedings, defaults,

                                  7

<PAGE>


      obligations, suits, or threats or suit, seizure, or foreclosure against
      WBI other than those set forth in financial statements and SEC filings
      provided to ARET herewith.

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

                                  Article 7
                                Due Diligence

7.01  The Parties hereby acknowledge and agree that prior to the execution of
      this Agreement they have conducted such due diligence necessary and
      commercially customary for this Agreement and the transactions
      contemplated by it, with the exception of the due diligence as set forth
      in Section 1.03.

                                  Article 8
                      Continuing Obligations of Parties

8.01  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, necessary or reasonably required to
      fulfill the Party's obligations hereunder.

                                  Article 9
                                Default & Cure

9.01  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
      Parties 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).

                                  Article 10
                               Indemnification

10.01       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 11
                                  Revocation

11.01       This Agreement shall remain in full force and effect unless later
            terminated by mutual agreement of the Parties. In the event the
            transactions contemplated by this Agreement are undertaken, then
            both Parties hereby knowingly and affirmatively waive their rights
            to rescind and/or revoke this Agreement or the transactions
            contemplated by it.

                                  8

<PAGE>


                                  Article 12
                                Legal Counsel

12.01       Both Parties hereby acknowledge they had a full opportunity to seek
            legal counsel of their own choosing prior to the execution of this
            Agreement.

                                  Article 13
                                    Costs

13.01       The Parties shall bear their own legal and other costs in connection
            with the execution of this Agreement.

                                  Article 14
                          Securities Laws & Taxation

14.01       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. 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.

                                  Article 15
                                Miscellaneous

15.01       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.

15.02       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.

15.03       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.

15.04       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.

15.05       Counterparts & Facsimile.  This Agreement and its exhibits may be
            executed

                                  9

<PAGE>

            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.

15.06       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.

15.07       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.

15.08       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 Clark County, Nevada.

15.09       Notices. All notices, requests, demand, 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.

15.10       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.



                                  10

<PAGE>


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

ARET - AmeriResource Technologies, Inc.   WBI - Wasatch Business Investors, Inc.

/s/ Delmar Janovec                        /s/ Keith Warburton
---------------------------               ---------------------------
By: Delmar Janovec, President             By: Keith Warburton,  President


COVAH - Covah, LLC

/s/ Ronnie Hale
---------------------------
By: Ronnie Hale, President


                                  11

<PAGE>


                       AMERIRESOURCE TECHNOLOGIES, INC.
                            STOCK OPTION AGREEMENT

      THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as
of this 26th day of September 2001 by and between AmeriResource Technologies,
Inc., a Delaware corporation (the "Company"), and Wasatch Business Investors,
Inc., a Utah corporation ("Optionee").

                                   Recital

      In consideration for Optionee's agreement to identify and refer to ARET
potential business investments and business acquisitions ("Target(s)") other
than JBP, ARET hereby agrees to grant Optionee an option to purchase shares of
the Company's common stock, par value $0.0001 ("Common Stock"), under the terms
and conditions herein provided, in order to effectuate an Acquisition Agreement
(the "Acquisition Agreement"), which is incorporated herein by this reference,
executed by and between the Company and the Optionee simultaneous with this
Agreement.

                                  Agreement

      NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, and in reliance on the recital above, which is incorporated
herein by reference, and for other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, and intending to be legally bound,
it is agreed as follows:

1.    Grant of Options. The Company hereby grants to the Optionee non-qualified
      stock options (the "Options") to purchase Fifty Million (50,000,000)
      shares ("Option Shares") and One Hundred Fifty Million (150,000,000)
      shares of Common Stock ("Additional Option Shares"), for a total of Two
      Hundred Million (200,000,000) shares of Common Stock, pursuant to the
      terms and conditions set forth below.

2.    Option Shares.

      (A)   Grant and Vesting. Upon the Company's acquisition of Jim Butler
            Performance ("JBP"), the Company shall grant Optionee an Option to
            purchase Fifty Million (50,000,000) Option Shares. Such Option
            Shares shall be fully and immediately vested upon grant, whenever
            possible pursuant to Section 9(B) herein. Additionally, the Company
            agrees to have a minimum of Forty Million (40,000,000) of the Option
            Shares registered pursuant to Section 9(A).

      (B)   Exercise Price. The Option Shares shall bear an exercise price equal
            to the average closing trading price of Common Stock for the thirty
            (30) calendar days prior to the date of Closing of the JBP
            acquisition;


                                 12

<PAGE>



3.    Additional Option Shares.

      (A)   Grant and Vesting.  Subsequent to the JBP acquisition, upon the
            Company's acquisition of a Target with gross sales exceeding One
            Million Dollars ($1,000,000), as set forth in Section 2.01 of the
            Acquisition Agreement, the Company shall grant Optionee an Option to
            purchase Three Million (3,000,000) Additional Option Shares for
            every One Million Dollar ($1,000,000) increment of  the average
            gross sales generated by the Target during the three fiscal years
            preceding such acquisition.  This Section 3(A) shall apply to all
            One Million Dollar ($1,000,000) increments of gross sales generated
            by Optionee for the Company, up to and including Fifty Million
            Dollars ($50,000,000), thus providing the Optionee with the
            potential to receive, pursuant to this Section 3(A), Options to
            purchase a total of One Hundred Fifty Million (150,000,000)
            Additional Option Shares, whenever possible pursuant to Section 9(B)
            herein. The Parties hereto acknowledge that Valley Steel qualifies
            as a Target for purposes of WBI earning Additional Option Shares.

      (B)   Exercise Price. The Additional Option Shares shall bear an exercise
            price equal to seventy-five percent (75%) of the average closing
            trading price of Common Stock for the ninety calendar (90) days
            immediately prior to the date of such grant.

4.    Manner of Exercise and Terms of Payment.   The Options may be exercised in
      whole or in part, subject to the limitations set forth in this Agreement,
      upon delivery to the Company of timely written notice of exercise,
      accompanied by full payment of the Option Price for the Option Shares with
      respect to which the Options are exercised.  The exercise price may be
      paid by delivering a certified check or wire transfer of immediately
      available funds to the order of the Company for the entire exercise price.
      The person entitled to the shares so purchased shall be treated for all
      purposes as the holder of such shares as of the close of business on the
      date of exercise and certificates for the shares of stock so purchased
      shall be delivered to the person so entitled within a reasonable time,
      not exceeding thirty (30) days, after such exercise.  Unless this Option
      has expired, a new Option of like tenor and for such number of shares as
      the holder of this Option shall direct, representing in the aggregate the
      right to purchase a number of shares with respect to which this Option
      shall not have been exercised, shall also be issued to the holder of
      this Option within such time.

5.    Rights as Stockholder.  Optionee or a permitted transferee of the Options
      shall have no rights as a stockholder of the Company with respect to any
      shares of common stock subject to such Options prior to his exercise of
      the Options.

6.    Adjustment of Purchase Price and Number of Shares. The number and kind of
      securities purchasable upon the exercise of this Option and the exercise
      price shall be subject to adjustment from time to time, as provided in
      Schedule A attached hereto.


7.    Investment Representation.

                                 13

<PAGE>



      (A)   Optionee represents and warrants to the Company that Optionee is
            acquiring these Options and the Option Shares for Optionee's own
            account for the purpose of investment and not with a view toward
            resale or other distribution thereof in violation of the Securities
            Act of 1933, as amended ("1933 Act").  Optionee acknowledges that
            the effect of the representations and warranties is that the
            economic risk of the investment in the Options and Option Shares
            must be borne by the Optionee for an indefinite period of time. This
            representation and warranty shall be deemed to be a continuing
            representation and warranty and shall be in full force and effect
            upon such exercise of the Options granted hereby.

      (B)   Prior to such time as the Option Shares have been registered under
            the 1933 Act, the Company shall place a legend on each certificate
            for the Option Shares issued pursuant hereto, or any certificate
            issued in exchange therefore, stating that such securities are not
            registered under the 1933 Act and state securities laws and setting
            forth or referring to the restriction on transferability and sale
            thereof imposed by the 1933 Act or any applicable state securities
            law, and that the holder thereof agrees to be bound by such
            restrictive legend.

      (C)   Optionee recognizes that the Option Shares and Additional Option
            Shares received pursuant to this Agreement will be subject to
            various restrictions on sale and/or transfer, including but not
            limited to, the restrictions imposed by Rule 144 under the 1933 Act.

8.    Exercisability. All of the Options set forth in this Agreement have a term
      of three (3) years and therefore shall only be exercisable three (3) years
      from the date they are granted. Any assignment hereof shall be in
      compliance with applicable securities laws.

9.    Registration and Qualification of Options.

      (A)   Registration. The Company agrees to utilize its best efforts to
            register a minimum of Forty Million (40,000,000) of the Additional
            Option Shares in the event it otherwise undertakes to register
            securities on a form compatible with the Additional Option Shares.

      (B)   Qualification. The Company agrees to utilize its best efforts to
            have the Additional Option Shares granted pursuant to a qualified
            stock option plan. Optionee acknowledges that such qualification is
            contingent upon the approval of holders of a majority of the
            Company's Common Stock.


                                 14

<PAGE>



10.   Miscellaneous.

            (A)   Termination of Other Agreements. This Agreement sets forth the
                  entire understanding of the parties hereto and supercedes all
                  prior arrangements or understandings among the parties
                  regarding such matters.

      (B)   Notices. Any notices required hereunder shall be deemed to be given
            upon the earlier of the date when received at, or (i) the third
            business day after the date when sent by certified or registered
            mail, (ii) the next business day after the date sent by guaranteed
            overnight courier, or (iii) the date sent by telecopier or delivered
            by hand, in each case, to the addresses set forth below:

            If to the Company:      AmeriResource Technologies, Inc.
                                    4445 South Jones, Suite 2
                                    Las Vegas, Nevada 89103
                                    Attention: Delmar Janovec

                  With copies to:   Woltjen Law Firm
                                    3333 Elm Street, Suite 101
                                    Dallas, Texas 75226
                                    Attention: Kevin S. Woltjen

            If to the Optionee:     Wasatch Business Investors, Inc.
                                    1453 S. Major Street
                                    Salt Lake City, Utah 84115
                                    Attention: Keith Warburton

            or to such other addresses as the parties may specify in writing.

      (C)   Amendments and Waivers. The provisions of this Agreement may be
            amended or terminated unless in a writing signed by the Optionee and
            the Company.

      (D)   Binding Effect. This Agreement will bind and inure to the benefit of
            the respective successors (including any successor resulting from a
            merger or similar reorganization), assigns, heirs, and personal
            representatives of the parties hereto.

      (E)   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 Clark County, Nevada.

      (F)   Counterparts. This Agreement may be executed in any number of
            counterparts, each of which shall be considered to be an original
            instrument and to be effective as of the date first written above.
            Each such copy shall be deemed an original,

                                 15

<PAGE>



            and it shall not be necessary in making proof of this Agreement to
            produce or account for more than one such counterpart.

      (G)   Interpretation.  Unless the context of this Agreement clearly
            requires otherwise, (a) references to the plural include the
            singular, the singular the plural, the part the whole, (b)
            references to one gender include all genders, (c) "or" has the
            inclusive meaning frequently identified with the phrase "and/or" and
            (d) "including" has the inclusive meaning frequently identified with
            the phrase "but not limited to."  The section and other headings
            contained in this Agreement are for reference purposes only and
            shall not control or affect the construction of the
            Agreement or the interpretation thereof in any respect.

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

Company - AmeriResource Technologies, Inc.Optionee - Wasatch Business Investors,
Inc.

/s/ Delmar Janovec                        /s/ Keith Warburton
---------------------------               ---------------------------
By: Delmar Janovec, President             By: Keith Warburton,  President



                                 16

<PAGE>


                                  SCHEDULE A

Adjustment of Purchase Price and Number of Shares

1.    Adjustment.  The number and kind of securities purchasable upon the
      exercise of this Option and the Exercise Price shall be subject to
      adjustment from time to time upon the
      happening of certain events as follows:

      (A)   Reclassification, Consolidation or Merger.  At any time while this
            Option remains outstanding and unexpired, in case of (i) any
            reclassification or change of outstanding securities issuable upon
            exercise of this Option (other than a change in par value, or from
            par value to no par value per share, or from no par value per
            share to par value or as a result of a subdivision or combination of
            outstanding securities issuable upon the exercise of this Option),
            (ii) any consolidation or merger of the Company with or into another
            corporation (other than a merger with another corporation in which
            the Company is a continuing corporation and which does not result in
            any reclassification or change, other than a change in par value, or
            from par value to no par value per share, or from no par value per
            share to par value, or as a result of a subdivision or combination
            of outstanding securities issuable upon the exercise of this
            Option), or (iii) any sale or transfer to another corporation of the
            property of the Company as an entirety or substantially as an
            entirety, the Company, or such successor or purchasing corporation,
            as the case may be, shall without payment of any additional
            consideration therefor, execute a new Option providing that the
            holder of this Option shall have the right to exercise such new
            Option (upon terms not less favorable to the holder than those then
            applicable to this Option) and to receive upon such exercise, in
            lieu of each share of Common Stock theretofore issuable upon
            exercise of this Option, the kind and amount of shares of stock,
            other securities, money or property receivable upon such
            reclassification, change, consolidation, merger, sale or
            transfer.  Such new Option shall provide for adjustments which shall
            be as nearly equivalent as may be practicable to the adjustments
            provided for in this Section 1 of Schedule A.  The provisions of
            this subsection 1(a) shall similarly apply to successive
            reclassifications, changes, consolidations, mergers, sales and
            transfers.

      (B)   Subdivision or Combination of Shares.  If the Company at any time
            while this Option remains outstanding and unexpired, shall subdivide
            or combine its Capital Stock, the Exercise Price shall be
            proportionately reduced, in case of subdivision of such shares, as
            of the effective date of such subdivision, or, if the Company
            shall take a record of holders of its Capital Stock for the purpose
            of so subdividing, as of such record date, whichever is earlier, or
            shall be proportionately increased, in the case of combination of
            such shares, as of the effective date of such combination, or, if
            the Company shall take a record of holders of its Capital Stock for
            the purpose of so combining, as of such record date, whichever is
            earlier.  The term "Capital Stock" shall mean the Common Stock, and
            any other stock of any class, whether now or hereafter authorized,
            which has the right to participate in the distribution of earnings
            and assets of the Company without limit as to amount or percentage.


                                 17

<PAGE>



      (C)   Stock Dividends.  If the Company at any time while this Option is
            outstanding and unexpired shall pay a dividend in shares of, or make
            other distribution of shares of, its Capital Stock, then the
            Exercise Price shall be adjusted, as of the date the Company shall
            take a record of the holders of its Capital Stock for the purpose of
            receiving such dividend or other distribution (or if no such record
            is taken, as at the date of such payment or other distribution), to
            that price determined by multiplying the exercise price in effect
            immediately prior to such payment or other distribution by a
            fraction (a) the numerator of which shall be the total number of
            shares of Capital Stock outstanding immediately prior to such
            dividend or distribution, and (b) the denominator of which shall
            be the total number of shares of Capital Stock outstanding
            immediately after such dividend or distribution.  The provisions of
            this subsection 1(c) shall not apply under any of the circumstances
            for which an adjustment is provided in subsection 1(a) or 1(b).

      (D)   Liquidating Dividends, Etc.  If the Company at any time while this
            Option is outstanding and unexpired makes a distribution of its
            assets to the holders of its Capital Stock as a dividend in
            liquidation or by way of return of capital or other than as a
            dividend payable out of earnings or surplus legally available for
            dividends under applicable law or any distribution to such holders
            made in respect of the sale of all or substantially all of the
            Company's assets (other than under the circumstances provided for in
            the foregoing subsections (a) through (c), the holder of this Option
            shall be entitled to receive upon the exercise hereof, in
            addition to the shares of Common Stock receivable upon such
            exercise, and without payment of any consideration other than the
            exercise price, an amount in cash equal to the value of such
            distribution per share of Common Stock multiplied by the number of
            shares of Common Stock which, on the record date for such
            distribution, are issuable upon exercise of this Option (with no
            further adjustment being made following any event which causes a
            subsequent adjustment in the number of shares of Common Stock
            issuable upon the exercise hereof), and an appropriate provision
            therefor should be made a part of any such distribution. The value
            of a distribution which is paid in other than cash shall be
            determined in good faith by the Board of Directors.

2.    Notice of Adjustments.  Whenever any of the exercise price or the number
      of shares of Common Stock purchasable under the terms of this Option at
      that exercise price shall be adjusted pursuant to Section 1 hereof, the
      Company shall promptly make a certificate signed by its President or a
      Vice President and by its Treasurer or Assistant Treasurer or its
      Secretary or Assistant Secretary, setting forth in reasonable detail
      the event requiring the adjustment, the amount of the adjustment, the
      method by which such adjustment was calculated (including a description of
      the basis on which the Company's Board of Directors made any determination
      hereunder), and the exercise price and number of shares of Common Stock
      purchasable at that exercise price after giving effect to such adjustment,
      and shall promptly cause copies of such certificate to be mailed (by first
      class and postage prepaid ) to the registered holder of this Option.

                                 18

<PAGE>


                              NOTICE OF EXERCISE



                  (To be signed only upon exercise of Option)


TO: AmeriResource Technologies, Inc.

The undersigned, the owner of Options to purchase ___________ shares of Common
Stock of AmeriResource Technologies, Inc., a Delaware corporation ("ARET"),
hereby irrevocably elects to exercise all such Options and herewith pays for the
shares by giving ARET a personal check in the amount of the exercise price as
specified in the Option. The undersigned requests that the certificates for such
shares be delivered to them according to instructions indicated below.


DATED this ___ day of _____________ 200__.



                        By:_____________________________


Instructions for delivery:

------------------------------------------------------------------------

------------------------------------------------------------------------

------------------------------------------------------------------------

------------------------------------------------------------------------

------------------------------------------------------------------------


                                        19

<PAGE>



                           SECURED PROMISSORY NOTE


$350,000                                                          Sept. 26, 2001
                                                            Salt Lake City, Utah

      FOR VALUE RECEIVED, AmeriResource Technologies, Inc., (ARET) a Publicly
Traded, Delaware corporation ("Borrower"), having an address at "), 4465 South
Jones St., Suite 2 Las Vegas, NV 89103, hereby promises and agrees to pay to the
order of Wasatch Business Investors, Inc., a Utah Corporation ("Lender"), at
1453 South Major St., Salt Lake City, UT 84115, or at such other place as the
holder hereof ("Holder") may designate in writing, in lawful money of the United
States of America, the principal sum of Three Hundred Fifty Thousand and no/100
Dollars ($350,000.00), together with interest thereon at the annual rate of
Seven Percent (7%) (The "Interest Rate") and other fees in connection therewith,
all in accordance with the terms and conditions set forth below.

      1.    Interest shall accrue on the outstanding principal balance hereof at
the Interest Rate of Seven Percent (7%).

      2. Borrower shall make the following payments against the amounts
outstanding hereunder: (a) a payment of $374,500 on or before the 25th day of
September 2002, which is the entire outstanding balance of this Note, including
principal, accrued and unpaid interest and all other fees and charges accrued
and unpaid hereunder. Said payment will be made no later than 5:00 p.m., Utah
time, on the above said date.

      3. Borrower may prepay any amount due hereunder, in whole or in part, at
any time without penalty or premium for such early payment.

      4. If (a) any payment or delivery required by this Note is not made when
due hereunder, (b) any representation or warranty made by Borrower in this Note
proves to be materially false or inaccurate, (c) any event of default occurs
under any instrument evidencing, securing or guaranteeing the obligations
evidenced by this Note, (d) any event of default occurs under any security
agreement, trust deed or similar document relating to a lien prior to any
instrument described in Paragraph 4(b) above, or (e) Borrower or any guarantor
of this Note files an assignment for the benefit of creditors, bankruptcy or for
relief under any provisions of the Bankruptcy Code, or suffers an involuntary
petition in bankruptcy or receivership to be filed and not vacated within 30
days, then the entire unpaid principal balance and accrued but unpaid interest
hereunder shall, at the option of Holder, at once become due and payable without
notice (time being the essence hereof). Failure to exercise such option shall
not constitute a waiver of the right to exercise the same in the event of any
subsequent default, event or circumstance that gives rise to such right of
acceleration.

      5. In the event Borrower fails to make a payment under this Note on the
due date therefore, (a) Borrower agrees to pay Holder a one-time late charge
equal to 15% of the amount so unpaid (such late charge constituting liquidated
damages in lieu of actual damages and not a penalty), and (b) all amounts owing
and past due hereunder, including without limitation principal (whether by
acceleration or in due course), interest, late fees and other charges, shall, if
permitted by applicable law, bear interest at the rate of Thirty-Eight percent
(18%) per annum both before and after judgment.

      6. This Note is secured by, among other things, (a) a Company Guaranty
executed by AmeriResource Technologies, Inc., (ARET) a Publicly Traded Delaware
Corporation and (b) 83,333,333 shares of ARET stock, ($350,000.00 of stock at
 .0042 per share), placed in an Escrow Account. WBI May at its own discretion,
choose to receive the stock that is placed in escrow, instead of cash, for the
payment of this note. Interest payments may also be received in stock.


                                        20

<PAGE>


      7. Borrower shall pay all legal fees incurred by Lender in connection with
the negotiation, preparation, execution, delivery, filing and recording, as
applicable, of this Note, the security documents referred to in Paragraph 6
above, and all other documents or instruments delivered in connection with or
relating to the loan evidenced hereby. In addition, in the event that any
payment under this Note is not made at the time and in the manner required
(whether before or after maturity), Borrower agrees to pay any and all costs and
expenses (regardless of the particular nature thereof and whether incurred
before or after the initiation of suit or before or after judgment) which may be
incurred by Holder in connection with the enforcement of any of its rights under
this Note, including, but not limited to, attorneys' fees and all costs and
expenses of collection.

      8. All amounts paid by Borrower in respect of amounts due hereunder shall
be applied by Holder in the following order of priority: (a) amounts due and
payable, if any, pursuant to Paragraph 7 above, (b) interest due and payable, if
any, pursuant to Paragraph 5, above, (c) the interest payable on the principal
balance hereof at the Interest Rate, and (d) the outstanding principal balance
hereof.

      9. Borrower, on behalf of itself and all sureties, guarantors, and
endorsers hereof, hereby waives presentment for payment, demand, and notice of
dishonor and nonpayment of this Note, and consents to any and all extensions of
time, renewals, waivers, or modifications that may be granted by Holder with
respect to the payment or other provisions of this Note, and to the release of
any security, or any part thereof, with or without substitution.

      10. Notwithstanding any other provision contained in this Note or in any
instrument given to evidence or secure the obligations evidenced hereby: (a) the
rates of interest and charges provided for herein and therein shall in no event
exceed the rates and charges which result in interest being charged at a rate
equaling the maximum allowed by law; and (b) if, for any reason whatsoever,
Holder ever receives as interest in connection with the transaction of which
this Note is a part an amount which would result in interest being charged at a
rate exceeding the maximum allowed by law, such amount or portion thereof as
would otherwise be excessive interest shall automatically be applied toward
reduction of the unpaid principal balance then outstanding hereunder and not
toward payment of interest.

      11. The failure of Holder in any one or more instances to insist upon
strict performance of any of the terms and provisions of this Note, or to
exercise any option conferred herein shall not be construed as a waiver or
relinquishment, to any extent, of the right to assert or rely upon any such
terms, provisions or options on any future occasion.

      12. This Note is delivered in the State of Utah and shall be governed by
and construed in accordance with the laws of said State, without giving effect
to any conflict of laws provisions. This Note shall bind the heirs, executors,
administrators, personal representatives, successors and assigns of Borrower and
shall inure to the successor and assigns of the Lender.

      13. Borrower acknowledges, represents and warrants to Lender that (a) all
funds advanced hereunder by Lender are being used by Borrower for business
purposes and not for personal, consumer or household purposes, and (b) Borrower
owes Lender the entire amount set forth in this Note and that the amount stated
as due is correct.

      14. Borrower represents and warrants to Lender that (a) Borrower is a
corporation duly organized and validly existing in good standing pursuant to the
laws of the State of Delaware and shall at all times during such time as any
obligation remains under this Note maintain its corporate existence and keep
current all necessary filings relating thereto, (b) the execution, delivery and
performance by Borrower of this Note and all other agreements, instruments,
certificates and documents executed by Borrower in connection herewith or
therewith (collectively, the "Loan Documents") have been duly authorized by all
necessary company action on the part of Borrower, and the person executing such
Loan Documents has been duly authorized to do so, and (c) none of the written
statements about Borrower furnished to Lender by or on behalf of Borrower in
connection with the negotiation and consummation of the transactions
contemplated


                                        21

<PAGE>



by the Loan Documents contained, as of the date thereof, any untrue statement of
a material fact about Borrower or omitted, as of the date thereof, a material
fact about Borrower necessary to make the statements about Borrower contained
therein or herein not misleading.


       [Remainder of Page Intentionally Blank - Signature Page Follows]


                                        22

<PAGE>


      IN WITNESS WHEREOF, Borrower has executed this Note on or as of the day
and year first above written.

                      AmeriResource Technologies, Inc.


                      By: /s/ Delmar Janovec
                          ---------------------------------
                      Name: Delmar Janovec
                      Title: President


                                        23
[{"type": "8-K", "sequence": "1", "filename": "aretform8kjimbutler.txt", "description": "ARET FORM 8-K", "secsgml_size_bytes": 58246}]
{"company-data": {"conformed-name": "AMERIRESOURCE TECHNOLOGIES INC", "cik": "0000876490", "assigned-sic": "8711", "irs-number": "841084784", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20033", "film-number": "1757240"}, "business-address": {"street1": "4445 SOUTH JONES BLVD SUITE 2", "city": "LAS VEGAS", "state": "NV", "zip": "89103", "phone": "9138599292"}, "mail-address": {"street1": "4445 SOUTH JONES BLVD SUITE 2", "city": "LAS VEGAS", "state": "NV", "zip": "89103"}, "former-company": {"former-conformed-name": "KLH ENGINEERING GROUP INC", "date-changed": "19930328"}}
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 Event Requiring Report: September 26, 2001
                                             -------------------

                       AMERIRESOURCE TECHNOLOGIES, INC.
                       --------------------------------
            (Exact name of registrant as specified in its charter)

                                   Delaware
        (State or other jurisdiction of incorporation or organization)

                              0-2003384-1084784
         (Commission File Number)(IRS Employer Identification Number)

          4445 South Jones Blvd., Suite 2, Las Vegas, Nevada 89103
          ---------------------------------------------------------
                   (Address of principal executive offices)

                               ( 702 ) 362-9284
                              -----------------
             (Registrant's telephone number, including area code)
Item 2.     Acquisition or Disposition of Assets

      On September 26, 2001, AmeriResource Technologies, Inc. (the "Company")
executed an acquisition agreement ("Acquisition Agreement") with Wasatch
Business Investors, Inc., a Utah corporation ("WBI") and Covah, LLC, a Utah
limited liability company ("Covah"). Pursuant to the Acquisition Agreement, WBI,
as agent for Covah, agreed to sell and transfer one hundred percent (100%) of
Jim Butler Performance, Inc., a Tennessee corporation ("JBP"), to the Company in
exchange for One Hundred Million (100,000,000) shares (the "Shares") of the
Company's common stock, par value $0.0001 ("Common Stock"), with Seventy-Five
Million (75,000,000) Shares being issued to Covah and the remaining Twenty-Five
Million (25,000,000) Shares being issued to WBI. The amount of Shares was
determined by the closing trading price of the Common Stock for September 25,
2001. Pursuant to a Stock Option Agreement ("Option Agreement") executed by and
between the Company and WBI on the same date, the Company granted an option to
WBI to purchase Fifty Million (50,000,000) shares of Common Stock at an exercise
price equal to the average closing trading price of the Common Stock for thirty
(30) days prior to the date of closing the acquisition of JBP. The Company
executed a promissory note ("Note") on the same date to pay WBI Three Hundred
Fifty Thousand dollars ($350,000) over a term of one year with interest accruing
at the annual rate of seven percent (7%). The Acquisition Agreement, Option
Agreement and Note are attached hereto as exhibits.

      WBI is owned by Ronnie Hale, Keith Warburton, Shawn Hammond and Brent
Crouch. Brent Crouch is currently a consultant for the Company and has served as
its independent auditor in the past. As a consultant to the Company, Mr. Crouch
provides services regarding due diligence requirements for the acquisition of
new businesses and accounting and technical experience in the transition phase
of any business that is acquired.

      There is no material relationship between the Company and Covah.

      JBP is a manufacturer and seller of high-end specialty engines and parts
to the racing industry. The assets acquired by the Company constituted 100% of
JBP including, but not limited to, the office building located at 103 Dunn Road,
Leoma, Tennessee, all of the office equipment utilized by JBP, and all of its
tools and machinery. All of these assets were utilized by JBP in the
manufacturing and selling of engines and parts to the racing industry, and the
Company intends to continue such use.

Item 7.     Financial Statements and Exhibits

      The financial statements required by this section are not filed with this
Form 8-K report but will be filed by an amendment not later than 60 days after
the date this Form 8-K report must be filed.

                                  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 10th day of October 2001.

                              AmeriResource Technologies, Inc.

                              By:   /s/ Delmar Janovec
                                    -------------------------------------
                                    AmeriResource Technologies, Inc.
                                    By: Delmar Janovec, CEO

                                        2
INDEX TO EXHIBITS

EXHIBIT     PAGE
NO.         NO.     DESCRIPTION

10(i)        4      September 26, 2001 Acquisition Agreement between Wasatch
                    Business Investors, Inc., Covah, LLC and the Company

10(ii)      12      September 26, 2001 AmeriResource Technologies, Inc. Stock
                    Option Agreement between Wasatch Business Investors, Inc.
                    and the Company

10(iii)     20      September 26, 2001 Secured Promissory Note executed by the
                    Company

                                        3
ACQUISITION AGREEMENT

      THIS ACQUISITION AGREEMENT (the "Agreement") is entered into effective
this 26th day of September 2001, (the "Effective Date") and is by and between
Wasatch Business Investors, Inc., a Utah corporation with offices at 1453 S.
Major St., Salt Lake City, Utah 84115 ("WBI"), Covah, LLC, a Utah limited
liability company with principal offices at 1453 S. Major St., Salt Lake City,
Utah 84115 ("Covah"), and AmeriResource Technologies, Inc., a Delaware
corporation with offices at 4445 South Jones Blvd., Suite 2, Las Vegas, NV,
89103 ("ARET") (WBI, Covah and ARET may hereinafter be referred to individually
as a "Party" or collectively as the "Parties").

                                   Recitals

      WHEREAS, ARET is interested in expanding its business through investments
and acquisitions;

      WHEREAS, WBI, as agent for Covah, is in the financial services and
merchant banking business and has considerable contacts with businesses which
are interested in being acquired or are looking for investors;

      WHEREAS, WBI, as agent for Covah, purchased Jim Butler Performance, Inc.,
a Tennessee corporation with principal offices at 103 Dunn Road, Leoma,
Tennessee 38468 ("JBP"), whose primary business operations consist of the
manufacture and sale of high-end specialty engines & parts to the racing
industry;

      WHEREAS, WBI is in the process of purchasing Valley Steel, Inc., an
Alabama corporation with principal offices at 1400 Highway 20 West, Decatur,
Alabama 35611 ("Valley Steel"), who has specialized in the manufacture and
erection of steel products since 1960;

      WHEREAS, ARET is interested in buying JBP and Valley Steel from WBI, as
agent for Covah, pursuant to the terms and conditions described herein; and

      WHEREAS, WBI is interested in selling JBP and Valley Steel to ARET
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
             Sale of Jim Butler Performance & Valley Steel, Inc.

1.01  At Closing, WBI, as agent for Covah, agrees to sell and transfer one
      hundred percent (100%) of JBP to ARET for One Hundred Million
      (100,000,000) shares (the "Shares") of ARET's common stock, par value
      $0.0001 ("Common Stock"), with Seventy-Five Million (75,000,000) shares
      being issued to Covah and the remaining Twenty-Five Million (25,000,000)
      being issued to WBI.

                                  4
1.02  At Closing and in consideration of the acquisition of JBP, ARET agrees to
      grant to WBI an option to purchase Fifty Million (50,000,000) shares of
      Common Stock at an exercise price equal to the average closing trading
      price of Common Stock for the thirty (30) days prior to the date of
      Closing of the JBP acquisition, pursuant to that Stock Option Agreement
      attached hereto as Exhibit A effective as of the date of this Agreement
      ("Option Agreement").

1.03  The Parties have agreed in principal for ARET to acquire 100% of Valley
      Steel from WBI, once WBI has consummated the purchase of Valley Steel, in
      exchange for Two Hundred Million (200,000,000) shares of ARET's Common
      Stock. This Valley Steel acquisition shall be consummated upon ARET
      satisfactorily completing its due diligence investigation of Valley Steel,
      which ARET hopes and expects to effect no later September 30, 2001. The
      Parties acknowledge that the Valley Steel acquisition is subject to, and
      shall not be consummated unless and until, ARET in its sole discretion is
      satisfied with its Valley Steel due diligence.

1.04  All Parties hereto acknowledge ARET's need to alter its capital stock
      structure to accommodate the terms of this Agreement, specifically the
      issuance of shares as set forth herein for Valley Steel. All Parties
      acknowledge and agree to ARET's contingent approval and acceptance of the
      terms of this Agreement subject to the approval of its shareholders to
      revise its capital stock structure, which shall be sought at a meeting of
      ARET's shareholders as soon hereafter as is practicable.

                                  Article 2
                        Future Referrals and Financing

2.01  In consideration for WBI's agreement to identify and refer to ARET
      potential business investments and business acquisitions ("WBI Target(s)")
      other than JBP and Valley Steel, ARET hereby agrees to grant to WBI
      additional options to purchase a total of One Hundred Fifty Million
      (150,000,000) shares of Common Stock (the "Additional Option Shares")
      pursuant to the Option Agreement, and contingent upon WBI satisfying the
      terms and conditions set forth therein. The grant of options to purchase
      the Additional Option Shares will be made available based upon
      performance. For every $1 million in gross revenues achieved by WBI
      Targets acquired by ARET, WBI will receive options to purchase Three
      Million (3,000,000) shares of ARET common stock, on the terms more
      specifically set forth in the Option Agreement. WBI shall therefore
      receive options to purchase One Hundred Fifty Million (150,000,000)
      Additional Option Shares in the event ARET acquires WBI Targets with total
      revenues of Fifty Million ($50,000,000).

2.02  In the event ARET secures financing from a WBI source to acquire a WBI
      Target, ARET agrees to pay WBI a fee equal to five percent (5%) of such
      financing.

2.03  WBI may not sell or otherwise dispose of any WBI Target, or any right or
      interest in any WBI Target, without first offering to sell it to ARET and
      ARET shall have the sole and exclusive right to decline pursuit of a WBI
      Target for three years following WBI's referral to ARET. WBI shall have no
      recourse against ARET in the event it decides not to acquire any WBI
      Target.

                                  5
Article 3
                                   Closing

3.01  The Closing of this Agreement and of the sale of JBP shall take place at
      the office of WBI 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.

3.02  Within thirty (30) days after the Closing, the existing operations of JBP
      shall be transferred into a wholly owned subsidiary of ARET.

3.03  ARET shall appoint a WBI nominee to its Board, if such nominee is
      presented to ARET within thirty (30) days following execution of this
      Agreement.

3.04  Within sixty (60) days after Closing, ARET shall issue a shareholder proxy
      for the matters pertinent to shareholders set forth in this Agreement.

                                  Article 4
                             Management Agreement

4.01  Within thirty (30) days after Closing, the new board of directors of ARET
      shall ratify and adopt that certain employment agreement dated July 1,
      2000, by and between ARET as employer and Delmar Janovec as employee.

4.02  Within thirty (30) days after Closing, the new board of directors of ARET
      shall ratify and adopt that certain employment agreement dated July 1,
      2000, by and between ARET as employer and Barry Denslow as employee.

                                  Article 5
                        Continuing Warranties of ARET

ARET makes the following warranties and representations to WBI:

5.01  ARET represents and warrants that it has a total of 841,353,312 shares of
      Common Stock issued and outstanding as of the date of this Agreement. ARET
      is duly incorporated and in good standing as a corporation under the laws
      of the State of Delaware.

5.02  ARET represents and warrants that the total amount of all issued and
      outstanding Preferred Stock of ARET as of the date of this Agreement is
      308,287. There are 131, 275 shares of Class A Preferred Stock held by
      seventeen (17) shareholders of record and 177,012 shares of Class B
      Preferred Stock held by one (1) shareholder of record.

5.03  ARET 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 ARET.

                                  6
5.04  ARET represents and warrants that there are no accrued, unpaid, or
      deferred compensation, notes or loans due ARET, shareholders, officers,
      employees or directors of ARET other than those set forth in financial
      statements and SEC filings provided to WBI herewith.

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

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

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

                                  Article 6
                         Continuing Warranties of WBI

      WBI makes the following warranties and representations to ARET:

6.01  WBI represents and warrants that it has full interest in and title to JBP
      free and clear of any liens, encumbrances, restrictions, and adverse
      claims, whether existing or contingent. WBI also represents and warrants
      that it has not transferred any interest in or to JBP, has not placed any
      lien, encumbrance, or restriction against JBP, and that no adverse claims
      are pending or threatened regarding JBP.

6.02  WBI represents and warrants that upon consummation of its purchase of
      Valley Steel that it will have full interest in and title to Valley Steel
      free and clear of any liens, encumbrances, restrictions, and adverse
      claims, whether existing or contingent. WBI also represents and warrants
      that it will not transfer any interest in or to Valley Steel prior to
      ARET's acquisition of Valley Steel, nor will it place any lien,
      encumbrance, or restriction against Valley Steel. WBI also represents that
      to the best of its knowledge no adverse claims are pending or threatened
      regarding Valley Steel.

6.03  WBI 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 WBI.

6.04  WBI represents and warrants that the operations of JBP will not undergo
      any material change from the date hereof until the date of Closing.

6.05  WBI represents and warrants that the operations of Valley Steel will not
      undergo any material change from the date of WBI's purchase of Valley
      Steel until the date of ARET's acquisition of Valley Steel.

6.06  WBI represents and warrants that there are no claims, demands,
      proceedings, defaults,

                                  7
obligations, suits, or threats or suit, seizure, or foreclosure against
      WBI other than those set forth in financial statements and SEC filings
      provided to ARET herewith.

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

                                  Article 7
                                Due Diligence

7.01  The Parties hereby acknowledge and agree that prior to the execution of
      this Agreement they have conducted such due diligence necessary and
      commercially customary for this Agreement and the transactions
      contemplated by it, with the exception of the due diligence as set forth
      in Section 1.03.

                                  Article 8
                      Continuing Obligations of Parties

8.01  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, necessary or reasonably required to
      fulfill the Party's obligations hereunder.

                                  Article 9
                                Default & Cure

9.01  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
      Parties 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).

                                  Article 10
                               Indemnification

10.01       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 11
                                  Revocation

11.01       This Agreement shall remain in full force and effect unless later
            terminated by mutual agreement of the Parties. In the event the
            transactions contemplated by this Agreement are undertaken, then
            both Parties hereby knowingly and affirmatively waive their rights
            to rescind and/or revoke this Agreement or the transactions
            contemplated by it.

                                  8
Article 12
                                Legal Counsel

12.01       Both Parties hereby acknowledge they had a full opportunity to seek
            legal counsel of their own choosing prior to the execution of this
            Agreement.

                                  Article 13
                                    Costs

13.01       The Parties shall bear their own legal and other costs in connection
            with the execution of this Agreement.

                                  Article 14
                          Securities Laws & Taxation

14.01       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. 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.

                                  Article 15
                                Miscellaneous

15.01       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.

15.02       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.

15.03       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.

15.04       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.

15.05       Counterparts & Facsimile.  This Agreement and its exhibits may be
            executed

                                  9
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.

15.06       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.

15.07       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.

15.08       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 Clark County, Nevada.

15.09       Notices. All notices, requests, demand, 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.

15.10       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.

                                  10
In Witness Whereof, the signatures of the Parties below evidence their
approval, acceptance and acknowledgment of the terms contained in this
Agreement.

ARET - AmeriResource Technologies, Inc.   WBI - Wasatch Business Investors, Inc.

/s/ Delmar Janovec                        /s/ Keith Warburton
---------------------------               ---------------------------
By: Delmar Janovec, President             By: Keith Warburton,  President

COVAH - Covah, LLC

/s/ Ronnie Hale
---------------------------
By: Ronnie Hale, President

                                  11
AMERIRESOURCE TECHNOLOGIES, INC.
                            STOCK OPTION AGREEMENT

      THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as
of this 26th day of September 2001 by and between AmeriResource Technologies,
Inc., a Delaware corporation (the "Company"), and Wasatch Business Investors,
Inc., a Utah corporation ("Optionee").

                                   Recital

      In consideration for Optionee's agreement to identify and refer to ARET
potential business investments and business acquisitions ("Target(s)") other
than JBP, ARET hereby agrees to grant Optionee an option to purchase shares of
the Company's common stock, par value $0.0001 ("Common Stock"), under the terms
and conditions herein provided, in order to effectuate an Acquisition Agreement
(the "Acquisition Agreement"), which is incorporated herein by this reference,
executed by and between the Company and the Optionee simultaneous with this
Agreement.

                                  Agreement

      NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, and in reliance on the recital above, which is incorporated
herein by reference, and for other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, and intending to be legally bound,
it is agreed as follows:

1.    Grant of Options. The Company hereby grants to the Optionee non-qualified
      stock options (the "Options") to purchase Fifty Million (50,000,000)
      shares ("Option Shares") and One Hundred Fifty Million (150,000,000)
      shares of Common Stock ("Additional Option Shares"), for a total of Two
      Hundred Million (200,000,000) shares of Common Stock, pursuant to the
      terms and conditions set forth below.

2.    Option Shares.

      (A)   Grant and Vesting. Upon the Company's acquisition of Jim Butler
            Performance ("JBP"), the Company shall grant Optionee an Option to
            purchase Fifty Million (50,000,000) Option Shares. Such Option
            Shares shall be fully and immediately vested upon grant, whenever
            possible pursuant to Section 9(B) herein. Additionally, the Company
            agrees to have a minimum of Forty Million (40,000,000) of the Option
            Shares registered pursuant to Section 9(A).

      (B)   Exercise Price. The Option Shares shall bear an exercise price equal
            to the average closing trading price of Common Stock for the thirty
            (30) calendar days prior to the date of Closing of the JBP
            acquisition;

                                 12
3.    Additional Option Shares.

      (A)   Grant and Vesting.  Subsequent to the JBP acquisition, upon the
            Company's acquisition of a Target with gross sales exceeding One
            Million Dollars ($1,000,000), as set forth in Section 2.01 of the
            Acquisition Agreement, the Company shall grant Optionee an Option to
            purchase Three Million (3,000,000) Additional Option Shares for
            every One Million Dollar ($1,000,000) increment of  the average
            gross sales generated by the Target during the three fiscal years
            preceding such acquisition.  This Section 3(A) shall apply to all
            One Million Dollar ($1,000,000) increments of gross sales generated
            by Optionee for the Company, up to and including Fifty Million
            Dollars ($50,000,000), thus providing the Optionee with the
            potential to receive, pursuant to this Section 3(A), Options to
            purchase a total of One Hundred Fifty Million (150,000,000)
            Additional Option Shares, whenever possible pursuant to Section 9(B)
            herein. The Parties hereto acknowledge that Valley Steel qualifies
            as a Target for purposes of WBI earning Additional Option Shares.

      (B)   Exercise Price. The Additional Option Shares shall bear an exercise
            price equal to seventy-five percent (75%) of the average closing
            trading price of Common Stock for the ninety calendar (90) days
            immediately prior to the date of such grant.

4.    Manner of Exercise and Terms of Payment.   The Options may be exercised in
      whole or in part, subject to the limitations set forth in this Agreement,
      upon delivery to the Company of timely written notice of exercise,
      accompanied by full payment of the Option Price for the Option Shares with
      respect to which the Options are exercised.  The exercise price may be
      paid by delivering a certified check or wire transfer of immediately
      available funds to the order of the Company for the entire exercise price.
      The person entitled to the shares so purchased shall be treated for all
      purposes as the holder of such shares as of the close of business on the
      date of exercise and certificates for the shares of stock so purchased
      shall be delivered to the person so entitled within a reasonable time,
      not exceeding thirty (30) days, after such exercise.  Unless this Option
      has expired, a new Option of like tenor and for such number of shares as
      the holder of this Option shall direct, representing in the aggregate the
      right to purchase a number of shares with respect to which this Option
      shall not have been exercised, shall also be issued to the holder of
      this Option within such time.

5.    Rights as Stockholder.  Optionee or a permitted transferee of the Options
      shall have no rights as a stockholder of the Company with respect to any
      shares of common stock subject to such Options prior to his exercise of
      the Options.

6.    Adjustment of Purchase Price and Number of Shares. The number and kind of
      securities purchasable upon the exercise of this Option and the exercise
      price shall be subject to adjustment from time to time, as provided in
      Schedule A attached hereto.

7.    Investment Representation.

                                 13
(A)   Optionee represents and warrants to the Company that Optionee is
            acquiring these Options and the Option Shares for Optionee's own
            account for the purpose of investment and not with a view toward
            resale or other distribution thereof in violation of the Securities
            Act of 1933, as amended ("1933 Act").  Optionee acknowledges that
            the effect of the representations and warranties is that the
            economic risk of the investment in the Options and Option Shares
            must be borne by the Optionee for an indefinite period of time. This
            representation and warranty shall be deemed to be a continuing
            representation and warranty and shall be in full force and effect
            upon such exercise of the Options granted hereby.

      (B)   Prior to such time as the Option Shares have been registered under
            the 1933 Act, the Company shall place a legend on each certificate
            for the Option Shares issued pursuant hereto, or any certificate
            issued in exchange therefore, stating that such securities are not
            registered under the 1933 Act and state securities laws and setting
            forth or referring to the restriction on transferability and sale
            thereof imposed by the 1933 Act or any applicable state securities
            law, and that the holder thereof agrees to be bound by such
            restrictive legend.

      (C)   Optionee recognizes that the Option Shares and Additional Option
            Shares received pursuant to this Agreement will be subject to
            various restrictions on sale and/or transfer, including but not
            limited to, the restrictions imposed by Rule 144 under the 1933 Act.

8.    Exercisability. All of the Options set forth in this Agreement have a term
      of three (3) years and therefore shall only be exercisable three (3) years
      from the date they are granted. Any assignment hereof shall be in
      compliance with applicable securities laws.

9.    Registration and Qualification of Options.

      (A)   Registration. The Company agrees to utilize its best efforts to
            register a minimum of Forty Million (40,000,000) of the Additional
            Option Shares in the event it otherwise undertakes to register
            securities on a form compatible with the Additional Option Shares.

      (B)   Qualification. The Company agrees to utilize its best efforts to
            have the Additional Option Shares granted pursuant to a qualified
            stock option plan. Optionee acknowledges that such qualification is
            contingent upon the approval of holders of a majority of the
            Company's Common Stock.

                                 14
10.   Miscellaneous.

            (A)   Termination of Other Agreements. This Agreement sets forth the
                  entire understanding of the parties hereto and supercedes all
                  prior arrangements or understandings among the parties
                  regarding such matters.

      (B)   Notices. Any notices required hereunder shall be deemed to be given
            upon the earlier of the date when received at, or (i) the third
            business day after the date when sent by certified or registered
            mail, (ii) the next business day after the date sent by guaranteed
            overnight courier, or (iii) the date sent by telecopier or delivered
            by hand, in each case, to the addresses set forth below:

            If to the Company:      AmeriResource Technologies, Inc.
                                    4445 South Jones, Suite 2
                                    Las Vegas, Nevada 89103
                                    Attention: Delmar Janovec

                  With copies to:   Woltjen Law Firm
                                    3333 Elm Street, Suite 101
                                    Dallas, Texas 75226
                                    Attention: Kevin S. Woltjen

            If to the Optionee:     Wasatch Business Investors, Inc.
                                    1453 S. Major Street
                                    Salt Lake City, Utah 84115
                                    Attention: Keith Warburton

            or to such other addresses as the parties may specify in writing.

      (C)   Amendments and Waivers. The provisions of this Agreement may be
            amended or terminated unless in a writing signed by the Optionee and
            the Company.

      (D)   Binding Effect. This Agreement will bind and inure to the benefit of
            the respective successors (including any successor resulting from a
            merger or similar reorganization), assigns, heirs, and personal
            representatives of the parties hereto.

      (E)   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 Clark County, Nevada.

      (F)   Counterparts. This Agreement may be executed in any number of
            counterparts, each of which shall be considered to be an original
            instrument and to be effective as of the date first written above.
            Each such copy shall be deemed an original,

                                 15
and it shall not be necessary in making proof of this Agreement to
            produce or account for more than one such counterpart.

      (G)   Interpretation.  Unless the context of this Agreement clearly
            requires otherwise, (a) references to the plural include the
            singular, the singular the plural, the part the whole, (b)
            references to one gender include all genders, (c) "or" has the
            inclusive meaning frequently identified with the phrase "and/or" and
            (d) "including" has the inclusive meaning frequently identified with
            the phrase "but not limited to."  The section and other headings
            contained in this Agreement are for reference purposes only and
            shall not control or affect the construction of the
            Agreement or the interpretation thereof in any respect.

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

Company - AmeriResource Technologies, Inc.Optionee - Wasatch Business Investors,
Inc.

/s/ Delmar Janovec                        /s/ Keith Warburton
---------------------------               ---------------------------
By: Delmar Janovec, President             By: Keith Warburton,  President

                                 16
SCHEDULE A

Adjustment of Purchase Price and Number of Shares

1.    Adjustment.  The number and kind of securities purchasable upon the
      exercise of this Option and the Exercise Price shall be subject to
      adjustment from time to time upon the
      happening of certain events as follows:

      (A)   Reclassification, Consolidation or Merger.  At any time while this
            Option remains outstanding and unexpired, in case of (i) any
            reclassification or change of outstanding securities issuable upon
            exercise of this Option (other than a change in par value, or from
            par value to no par value per share, or from no par value per
            share to par value or as a result of a subdivision or combination of
            outstanding securities issuable upon the exercise of this Option),
            (ii) any consolidation or merger of the Company with or into another
            corporation (other than a merger with another corporation in which
            the Company is a continuing corporation and which does not result in
            any reclassification or change, other than a change in par value, or
            from par value to no par value per share, or from no par value per
            share to par value, or as a result of a subdivision or combination
            of outstanding securities issuable upon the exercise of this
            Option), or (iii) any sale or transfer to another corporation of the
            property of the Company as an entirety or substantially as an
            entirety, the Company, or such successor or purchasing corporation,
            as the case may be, shall without payment of any additional
            consideration therefor, execute a new Option providing that the
            holder of this Option shall have the right to exercise such new
            Option (upon terms not less favorable to the holder than those then
            applicable to this Option) and to receive upon such exercise, in
            lieu of each share of Common Stock theretofore issuable upon
            exercise of this Option, the kind and amount of shares of stock,
            other securities, money or property receivable upon such
            reclassification, change, consolidation, merger, sale or
            transfer.  Such new Option shall provide for adjustments which shall
            be as nearly equivalent as may be practicable to the adjustments
            provided for in this Section 1 of Schedule A.  The provisions of
            this subsection 1(a) shall similarly apply to successive
            reclassifications, changes, consolidations, mergers, sales and
            transfers.

      (B)   Subdivision or Combination of Shares.  If the Company at any time
            while this Option remains outstanding and unexpired, shall subdivide
            or combine its Capital Stock, the Exercise Price shall be
            proportionately reduced, in case of subdivision of such shares, as
            of the effective date of such subdivision, or, if the Company
            shall take a record of holders of its Capital Stock for the purpose
            of so subdividing, as of such record date, whichever is earlier, or
            shall be proportionately increased, in the case of combination of
            such shares, as of the effective date of such combination, or, if
            the Company shall take a record of holders of its Capital Stock for
            the purpose of so combining, as of such record date, whichever is
            earlier.  The term "Capital Stock" shall mean the Common Stock, and
            any other stock of any class, whether now or hereafter authorized,
            which has the right to participate in the distribution of earnings
            and assets of the Company without limit as to amount or percentage.

                                 17
(C)   Stock Dividends.  If the Company at any time while this Option is
            outstanding and unexpired shall pay a dividend in shares of, or make
            other distribution of shares of, its Capital Stock, then the
            Exercise Price shall be adjusted, as of the date the Company shall
            take a record of the holders of its Capital Stock for the purpose of
            receiving such dividend or other distribution (or if no such record
            is taken, as at the date of such payment or other distribution), to
            that price determined by multiplying the exercise price in effect
            immediately prior to such payment or other distribution by a
            fraction (a) the numerator of which shall be the total number of
            shares of Capital Stock outstanding immediately prior to such
            dividend or distribution, and (b) the denominator of which shall
            be the total number of shares of Capital Stock outstanding
            immediately after such dividend or distribution.  The provisions of
            this subsection 1(c) shall not apply under any of the circumstances
            for which an adjustment is provided in subsection 1(a) or 1(b).

      (D)   Liquidating Dividends, Etc.  If the Company at any time while this
            Option is outstanding and unexpired makes a distribution of its
            assets to the holders of its Capital Stock as a dividend in
            liquidation or by way of return of capital or other than as a
            dividend payable out of earnings or surplus legally available for
            dividends under applicable law or any distribution to such holders
            made in respect of the sale of all or substantially all of the
            Company's assets (other than under the circumstances provided for in
            the foregoing subsections (a) through (c), the holder of this Option
            shall be entitled to receive upon the exercise hereof, in
            addition to the shares of Common Stock receivable upon such
            exercise, and without payment of any consideration other than the
            exercise price, an amount in cash equal to the value of such
            distribution per share of Common Stock multiplied by the number of
            shares of Common Stock which, on the record date for such
            distribution, are issuable upon exercise of this Option (with no
            further adjustment being made following any event which causes a
            subsequent adjustment in the number of shares of Common Stock
            issuable upon the exercise hereof), and an appropriate provision
            therefor should be made a part of any such distribution. The value
            of a distribution which is paid in other than cash shall be
            determined in good faith by the Board of Directors.

2.    Notice of Adjustments.  Whenever any of the exercise price or the number
      of shares of Common Stock purchasable under the terms of this Option at
      that exercise price shall be adjusted pursuant to Section 1 hereof, the
      Company shall promptly make a certificate signed by its President or a
      Vice President and by its Treasurer or Assistant Treasurer or its
      Secretary or Assistant Secretary, setting forth in reasonable detail
      the event requiring the adjustment, the amount of the adjustment, the
      method by which such adjustment was calculated (including a description of
      the basis on which the Company's Board of Directors made any determination
      hereunder), and the exercise price and number of shares of Common Stock
      purchasable at that exercise price after giving effect to such adjustment,
      and shall promptly cause copies of such certificate to be mailed (by first
      class and postage prepaid ) to the registered holder of this Option.

                                 18
NOTICE OF EXERCISE

                  (To be signed only upon exercise of Option)

TO: AmeriResource Technologies, Inc.

The undersigned, the owner of Options to purchase ___________ shares of Common
Stock of AmeriResource Technologies, Inc., a Delaware corporation ("ARET"),
hereby irrevocably elects to exercise all such Options and herewith pays for the
shares by giving ARET a personal check in the amount of the exercise price as
specified in the Option. The undersigned requests that the certificates for such
shares be delivered to them according to instructions indicated below.

DATED this ___ day of _____________ 200__.

                        By:_____________________________

Instructions for delivery:

------------------------------------------------------------------------

------------------------------------------------------------------------

------------------------------------------------------------------------

------------------------------------------------------------------------

------------------------------------------------------------------------

                                        19
SECURED PROMISSORY NOTE

$350,000                                                          Sept. 26, 2001
                                                            Salt Lake City, Utah

      FOR VALUE RECEIVED, AmeriResource Technologies, Inc., (ARET) a Publicly
Traded, Delaware corporation ("Borrower"), having an address at "), 4465 South
Jones St., Suite 2 Las Vegas, NV 89103, hereby promises and agrees to pay to the
order of Wasatch Business Investors, Inc., a Utah Corporation ("Lender"), at
1453 South Major St., Salt Lake City, UT 84115, or at such other place as the
holder hereof ("Holder") may designate in writing, in lawful money of the United
States of America, the principal sum of Three Hundred Fifty Thousand and no/100
Dollars ($350,000.00), together with interest thereon at the annual rate of
Seven Percent (7%) (The "Interest Rate") and other fees in connection therewith,
all in accordance with the terms and conditions set forth below.

      1.    Interest shall accrue on the outstanding principal balance hereof at
the Interest Rate of Seven Percent (7%).

      2. Borrower shall make the following payments against the amounts
outstanding hereunder: (a) a payment of $374,500 on or before the 25th day of
September 2002, which is the entire outstanding balance of this Note, including
principal, accrued and unpaid interest and all other fees and charges accrued
and unpaid hereunder. Said payment will be made no later than 5:00 p.m., Utah
time, on the above said date.

      3. Borrower may prepay any amount due hereunder, in whole or in part, at
any time without penalty or premium for such early payment.

      4. If (a) any payment or delivery required by this Note is not made when
due hereunder, (b) any representation or warranty made by Borrower in this Note
proves to be materially false or inaccurate, (c) any event of default occurs
under any instrument evidencing, securing or guaranteeing the obligations
evidenced by this Note, (d) any event of default occurs under any security
agreement, trust deed or similar document relating to a lien prior to any
instrument described in Paragraph 4(b) above, or (e) Borrower or any guarantor
of this Note files an assignment for the benefit of creditors, bankruptcy or for
relief under any provisions of the Bankruptcy Code, or suffers an involuntary
petition in bankruptcy or receivership to be filed and not vacated within 30
days, then the entire unpaid principal balance and accrued but unpaid interest
hereunder shall, at the option of Holder, at once become due and payable without
notice (time being the essence hereof). Failure to exercise such option shall
not constitute a waiver of the right to exercise the same in the event of any
subsequent default, event or circumstance that gives rise to such right of
acceleration.

      5. In the event Borrower fails to make a payment under this Note on the
due date therefore, (a) Borrower agrees to pay Holder a one-time late charge
equal to 15% of the amount so unpaid (such late charge constituting liquidated
damages in lieu of actual damages and not a penalty), and (b) all amounts owing
and past due hereunder, including without limitation principal (whether by
acceleration or in due course), interest, late fees and other charges, shall, if
permitted by applicable law, bear interest at the rate of Thirty-Eight percent
(18%) per annum both before and after judgment.

      6. This Note is secured by, among other things, (a) a Company Guaranty
executed by AmeriResource Technologies, Inc., (ARET) a Publicly Traded Delaware
Corporation and (b) 83,333,333 shares of ARET stock, ($350,000.00 of stock at
 .0042 per share), placed in an Escrow Account. WBI May at its own discretion,
choose to receive the stock that is placed in escrow, instead of cash, for the
payment of this note. Interest payments may also be received in stock.

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7. Borrower shall pay all legal fees incurred by Lender in connection with
the negotiation, preparation, execution, delivery, filing and recording, as
applicable, of this Note, the security documents referred to in Paragraph 6
above, and all other documents or instruments delivered in connection with or
relating to the loan evidenced hereby. In addition, in the event that any
payment under this Note is not made at the time and in the manner required
(whether before or after maturity), Borrower agrees to pay any and all costs and
expenses (regardless of the particular nature thereof and whether incurred
before or after the initiation of suit or before or after judgment) which may be
incurred by Holder in connection with the enforcement of any of its rights under
this Note, including, but not limited to, attorneys' fees and all costs and
expenses of collection.

      8. All amounts paid by Borrower in respect of amounts due hereunder shall
be applied by Holder in the following order of priority: (a) amounts due and
payable, if any, pursuant to Paragraph 7 above, (b) interest due and payable, if
any, pursuant to Paragraph 5, above, (c) the interest payable on the principal
balance hereof at the Interest Rate, and (d) the outstanding principal balance
hereof.

      9. Borrower, on behalf of itself and all sureties, guarantors, and
endorsers hereof, hereby waives presentment for payment, demand, and notice of
dishonor and nonpayment of this Note, and consents to any and all extensions of
time, renewals, waivers, or modifications that may be granted by Holder with
respect to the payment or other provisions of this Note, and to the release of
any security, or any part thereof, with or without substitution.

      10. Notwithstanding any other provision contained in this Note or in any
instrument given to evidence or secure the obligations evidenced hereby: (a) the
rates of interest and charges provided for herein and therein shall in no event
exceed the rates and charges which result in interest being charged at a rate
equaling the maximum allowed by law; and (b) if, for any reason whatsoever,
Holder ever receives as interest in connection with the transaction of which
this Note is a part an amount which would result in interest being charged at a
rate exceeding the maximum allowed by law, such amount or portion thereof as
would otherwise be excessive interest shall automatically be applied toward
reduction of the unpaid principal balance then outstanding hereunder and not
toward payment of interest.

      11. The failure of Holder in any one or more instances to insist upon
strict performance of any of the terms and provisions of this Note, or to
exercise any option conferred herein shall not be construed as a waiver or
relinquishment, to any extent, of the right to assert or rely upon any such
terms, provisions or options on any future occasion.

      12. This Note is delivered in the State of Utah and shall be governed by
and construed in accordance with the laws of said State, without giving effect
to any conflict of laws provisions. This Note shall bind the heirs, executors,
administrators, personal representatives, successors and assigns of Borrower and
shall inure to the successor and assigns of the Lender.

      13. Borrower acknowledges, represents and warrants to Lender that (a) all
funds advanced hereunder by Lender are being used by Borrower for business
purposes and not for personal, consumer or household purposes, and (b) Borrower
owes Lender the entire amount set forth in this Note and that the amount stated
as due is correct.

      14. Borrower represents and warrants to Lender that (a) Borrower is a
corporation duly organized and validly existing in good standing pursuant to the
laws of the State of Delaware and shall at all times during such time as any
obligation remains under this Note maintain its corporate existence and keep
current all necessary filings relating thereto, (b) the execution, delivery and
performance by Borrower of this Note and all other agreements, instruments,
certificates and documents executed by Borrower in connection herewith or
therewith (collectively, the "Loan Documents") have been duly authorized by all
necessary company action on the part of Borrower, and the person executing such
Loan Documents has been duly authorized to do so, and (c) none of the written
statements about Borrower furnished to Lender by or on behalf of Borrower in
connection with the negotiation and consummation of the transactions
contemplated

                                        21
by the Loan Documents contained, as of the date thereof, any untrue statement of
a material fact about Borrower or omitted, as of the date thereof, a material
fact about Borrower necessary to make the statements about Borrower contained
therein or herein not misleading.

       [Remainder of Page Intentionally Blank - Signature Page Follows]

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IN WITNESS WHEREOF, Borrower has executed this Note on or as of the day
and year first above written.

                      AmeriResource Technologies, Inc.

                      By: /s/ Delmar Janovec
                          ---------------------------------
                      Name: Delmar Janovec
                      Title: President

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