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Exhibit 10.17
AmeriResource Technologies, Inc. December 1, 2008
Melinda Orth Interewest Transfer Co. 1981 E. 4800 So., Ste.
100 Salt Lake City, UT 84117 Ladies and Gentlemen:
AmeriResource Technologies, Inc., a Delaware corporation
(the "Company"), and certain investors (the "Investors") have
entered into a Securities Purchase Agreement dated as of December
1, 2008 (the "Agreement") providing for the issuance of 10%
Callable Secured Convertible Notes in the aggregate principal
amount of $300,000 (the "Notes") and warrants to purchase an
aggregate of 300,000,000 shares of the Company's Common Stock (the
"Warrants"), for the aggregate consideration of $300,000.
You are hereby irrevocably authorized and instructed to reserve a
sufficient number of shares of Common Stock (initially,
3,000,000,000 shares) of the Company for issuance upon full
conversion of the Notes and exercise of the Warrants in accordance
with the respective terms thereof. You are hereby further
irrevocably authorized and directed to issue the shares of Common
Stock so reserved upon your receipt of a notice of conversion
("Notice of Conversion") or exercise agreement ("Exercise
Agreement") duly executed by an Investor in accordance with the
terms of such noticed and agreements and the Notes and Warrants, as
applicable. A copy of a Form of Note and Form of Warrant is
attached hereto. You should familiarize yourself with your
issuance and delivery obligations, as Transfer Agent, contained
therein. The shares to be issued are to be registered in the
names of the registered holder of the securities submitted for
conversion or exercise. So long as you have received co
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