Securities Purchase Agreement (2001)Full Document 

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THIS AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION
4 AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS
OFFERING IS BEING MADE ONLY TO ACCREDITED INVESTORS.

                            -------------------------
                          SECURITIES PURCHASE AGREEMENT
                            -------------------------

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") has been executed by the
undersigned in connection with the private placement of 1,500 investment units
(the "Units"), each consisting of (i) a convertible promissory note
(individually, a "Note," and collectively, the "Notes") in the original
principal amount of $1,000, and (ii) a warrant (individually, a "Warrant," and
collectively, the "Warrants") to purchase 500 shares of the common stock, par
value $0.001 per share, of American Energy Services, Inc., a Texas corporation
(the "Company"). The Notes and Warrants being sold pursuant to this Agreement
have not been registered under the Securities Act, are subject to restrictions
on transferability and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable state securities laws pursuant
to registration or an exemption therefrom. The offer of the Units and, if this
Agreement is accepted by the Company, the sale of the Notes and Warrants, is
being made in reliance upon Section 4(2) of the Securities Act.

The Company shall have the right to accept or reject this subscription in whole
or in part. If the subscription is not accepted in whole or in part by the
Company, the full or ratable amount, as the case may be, of any subscription
payment received will be refunded to the undersigned without deduction therefrom
or interest thereon not later than the third business day following the date
hereof. If this subscription is accepted by the Company, in whole or in part,
the Company shall deliver to the undersigned a Note in the form attached hereto
as EXHIBIT A and Warrant Certificate in the form attached hereto as EXHIBIT B
and one manually executed copy of each of the documents required to be delivered
under Section 5.2 of this Agreement.

The undersigned Purchaser,__________________________, a _______________, having
offices at __________________________ (the "Purchaser") hereby represents and
warrants to, and agrees with the Company as follows:

                                    ARTICLE 1
                                  SUBSCRIPTION

SUBSCRIPTION

1.1 The undersigned Purchaser hereby subscribes to purchase ___ Units, having a
purchase price of $1,000 per Unit, at an aggregate purchase price of
$__________________ (the "Subscription Funds").

METHOD OF PAYMENT

1.2 Immediately following satisfaction of the conditions precedent enumerated in
Article 5 hereof are satisfied (the "Closing Date"), the Purchaser shall pay the
Subscription Funds by delivering good funds in United States Dollars by way of
wire transfer of funds to an account designated by the Company not less than two
business days prior to the Closing Date.


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                                    ARTICLE 2
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

REPRESENTATIONS AND WARRANTIES

2.1 The Purchaser represents and warrants in all material respects to the
Company, with the intent that the Company will rely thereon in entering into
this Agreement and in completing the transactions contemplated hereby, that:

      (a)   ACCREDITED INVESTOR. The Purchaser is an "accredited investor" as
            that term is defined in Regulation D promulgated under the
            Securities Act.

      (b)   EXPERIENCE. The Purchaser is sufficiently experienced in financial
            and business matters to be capable of evaluating the merits and
            risks of its investments, and to make an informed decision relating
            thereto, and to protect its own interests in connection with the
            purchase of the Units offered hereby;

      (c)   OWN ACCOUNT. The Purchaser is purchasing the Units and the shares of
            the Company's common stock, par value $0.001 per share, to be issued
            upon the conversion of the Notes and upon exercise of the Warrants
            (the "Common Shares", and together with the Notes and Warrants, the

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