AGREEMENT made as of the 9th day of April, 2002 (the "Effective Date"),
between AMERICAN ENERGY SERVICES, INC., with offices at 7224 Lawndale, Houston,
Texas 77012 ("Company"), and ROY HILL, residing at _________________
W I T N E S S E T H:
WHEREAS, in recognition of the Consultant's experience and abilities, the
Company desires to assure itself of the services of the Consultant in accordance
with and subject to the terms and conditions provided herein; and
WHEREAS, the Consultant wishes to perform services for the Company in
accordance with and subject to the terms and conditions provided herein; and
NOW, THEREFORE, in consideration of the mutual premises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. ENGAGEMENT AS CONSULTANT. The Company hereby agrees to engage the
Consultant, and the Consultant hereby agrees to perform services for the
Company, on the terms and conditions set forth herein.
2. TERM. The term of this Agreement shall commence on the Effective Date,
and unless terminated earlier or extended as provided below, shall continue for
a period of five (5) years from such date (the "Term").
3. POSITION; DUTIES. During the Term, the Consultant shall perform such
services including, but not limited to, the pursuit of business relationships
with Exxon Mobil Corp., Anadarco Petroleum Corporation, Calpine Corporation,
utility companies or agencies in the state of Texas and several other major oil
and gas companies or agencies. Consultant will also assist the Company in the
restructuring of the Company's outstanding debt with Wells Fargo Bank as well as
other matters related to the business of the Company as the Consultant and the
Company shall mutually agree. The scheduling of such time shall be mutually
agreeable to the Consultant and the Company. The Company acknowledges that the
Consultant is permitted to pursue other activities, whether of a personal or
business nature and, accordingly, may not always be immediately available to the
4. PLACE OF PERFORMANCE. The Consultant shall perform its duties and
conduct its business at such locations as are reasonably acceptable to the
Consultant and the Company.
5. INDEPENDENT CONTRACTOR. During the Term, the Consultant shall be an
independent contractor and not a joint venturer, partner or employee of the
Company. Accordingly, Consultant shall be responsible for payment of all taxes,
including Federal and State income tax, Social Security tax, Unemployment
Insurance tax, and any other taxes or business license fees as required.
6. COMPENSATION. As compensation for the Consultant's services during the
Term, at the Effective Date, the Company shall issue to the Consultant one
million five hundred thousand (1,500,000) shares of the Company's common stock,
no par value per share (the "Consulting Fee").