Consulting Agreement (2002)Full Document 

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                              CONSULTING AGREEMENT

      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   _________________
("Consultant").

                              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
Company.

      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.

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      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").


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