RECISSION OF

                            STOCK PURCHASE AGREEMENT



     This Recission of Stock Purchase Agreement ("Recission  Agreement") is made

effective this 19th day of July, 2000, by and between,  CyberAmerica Corporation

("CYA"), a Nevada corporation with principal offices at 268 West 400 South, Salt

Lake City, Utah 84101 and A-Z Oil, L.L.C., a Utah limited liability company, A-Z

Professional   Consultants,   Inc.,  a  Utah   corporation,   A-Z   Professional

Consultants,  Inc.,  Retirement  Trust, a Utah private trust,  the David Michael

L.L.C., a Utah limited liability company,  and the Alexander  Senkovski L.L.C. a

Utah limited liability company (collectively, the "Sellers") each with principal

offices at 268 West 400 South,  salt Lake City, Utah 84101,  with respect to the

following:



                                    RECITALS



     WHEREAS,  CYA and the Sellers entered into a Stock Purchase Agreement dated

April 19, 2000, (the  "Agreement") a copy of which is attached hereto as Exhibit

"AA" and incorporated herein by this reference;



     WHEREAS,  the CYA and the  Sellers  now  desire to cancel and  rescind  the

Agreement





                                    AGREEMENT



     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and

agreements contained herein, and for other good and valuable consideration,  the

receipt and sufficiency of which is hereby expressly  acknowledged,  CYA and the

Sellers hereby agree as follows:



     1.   That the Agreement is hereby canceled and rescinded; and



     2.   CYA and the Sellers hereby agree to return whatever  consideration and

          shares of stock that they received  under the terms of the  Agreement;

          and



     3.   CYA and the Sellers  hereby  agree to cross  indemnify  each other and

          hold one another  harmless  for any injury which may arise as a result

          of canceling and rescinding the Agreement.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement.



DATED this 19th day of July, 2000.



CyberAmerica Corporation,                     A-Z Professional Consultants, Inc.

a Nevada corporation                            a Utah corporation,



By:  /s/Richard Surber                        By:/s/BonnieJean C. Tippetts

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

Richard Surber, President                     BonnieJean C. Tippetts, President



A-Z Oil, L.L.C.,                              A-Z professional Consultants, Inc.

a Utah limited liability company              Retirement Trust



By:  /s/BonnieJean C. Tippetts                By:  /s/BonnieJean C. Tippetts

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

BonnieJean C. Tippetts, Agent / Manager       BonnieJean C. Tippetts, Trustee









                                        5







{PAGE}







David Michael, L.L.C.,                        Alexander Senkovski L.L.C.

a Utah limited liability company              a Utah limitedliability company



By:  /s/BonnieJean C. Tippetts                By:  /s/BonnieJean C. Tippetts

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

BonnieJean C. Tippetts, Agent / Manager       BonnieJean C. Tippetts, Trustee

























                                       6







{PAGE}



                                   Exhibit "AA"



                            STOCK PURCHASE AGREEMENT



     This Stock Purchase Agreement ("Agreement") is made effective this 19th day

of April,  2000,  by and between,  CyberAmerica  Corporation  ("CYA"),  a Nevada

corporation with principal  offices at 268 West 400 South,  Salt Lake City, Utah

84101 and A-Z Oil, L.L.C., a Utah limited  liability  company,  A-Z Professional

Consultants,  Inc., a Utah  corporation,  A-Z  Professional  Consultants,  Inc.,

Retirement Trust, a Utah private trust, the David Michael L.L.C., a Utah limited

liability company,  and the Alexander  Senkovski L.L.C. a Utah limited liability

company  (collectively,  the "Sellers") each with principal  offices at 268 West

400 South, salt Lake City, Utah 84101, with respect to the following:



                                    RECITALS



     WHEREAS, the Sellers collectively own 146,000 shares of FFP Partners,  L.P.

common stock ("FFP Partners Shares"); and



     WHEREAS,  CYA desires to purchase the FFP Partners Shares from the Sellers,

but desires to pay for such shares with shares of its  restricted  common  stock

rather than cash, pursuant to a written contract as set forth below; and



     WHEREAS,  the  Sellers  are  willing to accept,  on a pro rata basis as set

forth on Exhibit "A"  attached  hereto and  incorporated  herein by  reference a

total of 55,620 shares of CYA's restricted common stock ("CyberAmerica  Shares")

in consideration for 146,000 shares of FFP Partners,  L.P. common stock that CYA

is purchasing from the Sellers.

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