art8k120808-tainst.htm


    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
confirmation that the shares have been registered under the 1933 Act or
otherwise may be sold pursuant to Rule 144 without any restriction as to the
number of securities as of a particular date that can then be immediately sold,
such shares should be transferred, at the option of the holder of the Notes or
Warrants as specified in the Notice of Conversion or Exercise Agreement, as
applicable, either (i) electronically by crediting the account of a Prime Broker
with the Depository Trust Company through its Deposit Withdrawal Agent
Commission system or (ii) in certificated form without any legend which would
restrict the transfer of the shares, and you should remove all stop-transfer
instructions relating to such shares.  Until such time as you are advised
that the shares have been registered under the 1933 Act or otherwise may be sold
pursuant to Rule 144 without any restriction as to the number of securities as
of a particular date that can then be immediately sold, you are hereby
instructed to place the following legends on the certificates:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES MAY NOT BE SOLD,
      TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN
      FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
      TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO
      RULE 144 UNDER SAID ACT.


    

     

    The legend set forth above
shall be removed and you are instructed to issue a certificate without such
legend to the holder of any shares upon which it is stamped, if, unless
otherwise required by applicable state securities laws, such shares are
registered for sale under an effective registration statement filed under the
1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction
as to the number of securities as of a particular date that can then be
immediately sold, an opinion of counsel is provided, in form, substance and
scope customary for opinions of counsel in comparable transactions, to the
effect that a public sale or transfer of such security may be made without
registration under the 1933 Act and such sale or transfer is effected or such
holder provides the Company with reasonable assurances that such shares can be
sold pursuant to Rule 144.

     

    The Investors are intended to
be and are third party beneficiaries hereof, and no amendment or
modification to the instructions set forth herein may be made without the
consent of such Investors.

     

    
    

     

    
      	 	Very truly
      yours,
	 	 
	 	
              AmeriResource
      Technologies, Inc.

            
	 	 
	 	Delmar
    Janovec
	 	/s/Delmar
      Janovec
	 	Delmar Janovec 
	 	Chief Executive
      Officer


    

     

    Acknowledged:

     

    

    Transfer
Agent

    Interwest
Transfer Co. Inc.