REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (the "Agreement") is made by and between the
      undersigned (the "Shareholder") and The American Energy Group, Ltd., a Nevada
      corporation (the "Company").

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      the Shareholder has purchased __________ shares (the "Shares") of common stock
      of the Company, par value $.001 per share (the “Common Stock”) and ___________
      warrants to purchase Common Stock (the “Warrants”) in the Offering of Shares of
      Common Stock and Warrants (the “Offering”) made by the Company as described in
      the Confidential Private Offering Memorandum dated May 3, 2006 (the
“Memorandum”) as evidenced by that certain Securities Purchase Agreement
      executed and submitted to the Company by Shareholder dated May 3, 2006 (the
      “Purchase Agreement”);

    


    NOW
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties agree as follows:

    


    The
      Company covenants and agrees as follows:

    


    1.
       Definitions. 
       For
      purposes of this Agreement:

    


    (a) 
       The
      term
      "Holder" means any person owning or having the right to acquire Shares or the
      Registrable Securities, including Shareholder or any transferees of
      Shareholder.

    


    (b) The
      term
“1933 Act” means the Securities Act of 1933, as amended.

    


    (c) The
      term
“1934 Act” means the Securities Exchange Act of 1934, as amended.

    


    (d) The
      terms
“register,” “registered” and “registration” refer to a registration effected by
      preparing and filing a registration statement or similar document in compliance
      with the 1933 Act, and such registration statement or document becoming
      effective.

    


    (e) The
      term
      "Registrable Securities" means (i) the Shares, (ii) the Warrants(iii) the shares
      of Common Stock underlying the Warrants, all issued by the Company pursuant
      to
      the Offering, or in exchange for or in replacement of the Shares, but excluding
      in all cases, however, any Registrable Securities sold by a person in a
      transaction in which his rights are not assigned;
      provided,
      however,
      that
      any such securities shall cease to be Registrable Securities when one or more
      registration statements with respect to the sale of such securities shall have
      become effective under the 1933 Act and all such securities shall have been
      disposed of in accordance with the plan of distribution set forth
      therein.

    


    (f) The
      number of shares of "Registrable Securities Then Outstanding" shall be equal
      to
      the sum of the number of shares of Common Stock outstanding and the number
      of
      shares of Common Stock underlying the outstanding Warrants which are Registrable
      Securities.

    


    (g) The
      term
      "Registration Expenses" means all registration, qualification, listing and
      filing fees, printing expenses, escrow fees and blue sky fees, fees and
      disbursements of counsel for the Company and of the Company's independent
      certified public accountants, in each case incident to or required by the
      registration under this Agreement, and any other fees and expenses of the
      registration under this Agreement which are not Selling Expenses.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h) The
      term
      "Selling Expenses" means all underwriting discounts, selling commissions and
      stock transfer taxes applicable to the securities registered by the Holders
      and
      all fees and disbursements of counsel for any Holder.

    


    (i) All
      other
      capitalized terms used in this Section that are not defined herein shall have
      the meaning otherwise given in the Memorandum.

    


    2. Registration
      Obligation. Within
      sixty (60) days after the Closing Date of the Offering (as defined in the
      Memorandum), the Company agrees to file a registration statement (the
“Registration Statement”) pursuant to the 1933 Act to register the resale of the
      Registrable Securities with the Securities and Exchange Commission (the
“Commission”). The Company shall promptly give written notice to all holders of
      record of the Shares and the Warrants which were purchased or issued in
      connection with the Offering. The Company will use reasonable efforts to cause
      the Registration Statement to become effective. The Company shall use its
      commercially reasonable efforts to cause the Registration Statement to be
      declared effective as promptly as possible after the filing thereof, but not
      later than one hundred twenty (120) days after the Closing Date. Should the
      Company fail to file the registration statement within sixty (60) days after
      the
      Closing Date, then upon such occurrence, and on every monthly anniversary
      thereof until the filing of the Registration Statement by the Company, the
      Company shall pay to the Holder an amount in cash as liquidated damages and
      not
      as a penalty, equal to 1.0% of the number of Shares then owned by Holder
      acquired in the Offering. Any payments made pursuant to the terms hereof shall
      apply on a prorated basis for any portion of a month prior to the filing of
      the
      Registration Statement by the Company. In the event the Company fails to make
      the payments pursuant to the terms hereof in a timely manner, such payments
      shall bear interest at a rate of 1% per month (prorated for partial months)
      until paid in full. The Company will give each Holder written notice of such
      registration and include in such registration (and any related qualification
      under blue sky or other state securities laws) all of the Registrable
      Securities. The Company shall not be obligated to effect more than one
      registration on behalf of the Shareholders and purchasers in the Offering.
      

    


    3. Expenses
      of Registration.
      All
      Registration Expenses incurred in connection with a registration pursuant to
      this Agreement shall be borne by the Company. All Selling Expenses relating
      to
      the Registrable Securities registered on behalf of the Holders shall be borne
      by
      the Holders of such Registrable Securities pro rata
      based
      upon the total number of Registrable Securities included in the registration
      or,
      if such Selling Expenses are specifically allocable to Registrable Securities
      held by specific Holders, by such Holders to the extent related to the sale
      of
      such Registrable Securities.

    


    4. Registration
      Procedures.
      

    


    (a) In
      connection with the registration of Registrable Securities required pursuant
      to
      this Agreement, the Company shall as expeditiously as is
      reasonable:

    


    (i)
       prepare
      and file with the SEC on any appropriate form a registration statement with
      respect to such Registrable Securities and use its reasonable best efforts
      to
      cause such registration statement to become and remain effective for the period
      described in paragraph (ii) below;

    


    (ii) prepare
      and file with the SEC such amendments (including post-effective amendments)
      and
      supplements to such registration statement and the prospectus used in connection
      therewith as may be necessary to keep such registration statement effective
      and
      to comply with the provisions of the 1933 Act with respect to the disposition
      of
      all Registrable Securities and other securities covered by such registration
      statement the earliest of (w) when the Registrable Securities have been sold
      pursuant to Rule 144 promulgated under the 1933 Act (or any successor provision)
      ("Rule 144") or such registration statement, (x) when the Registrable Securities
      have been otherwise transferred and a new certificate for the Registrable
      Securities not bearing a legend restricting further transfer shall have been
      delivered by the Company, (y) when all of the Holder’s and its Affiliates’
remaining Registrable Securities can be sold in a single transaction in
      compliance with Rule 144, or (z) when the Registrable Securities have ceased
      to
      be outstanding;

     

    
      
        
        

      

      
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    (iii) furnish
      to each seller of such Registrable Securities such number of conformed copies
      of
      such registration statement and of each such amendment and supplement thereto
      (at least one of which shall include all exhibits), such number of copies of
      the
      prospectus included in such registration statement (including each preliminary
      prospectus and any summary prospectus), in conformity with the requirements
      of
      the 1933 Act, such documents incorporated by reference in such registration
      statement or prospectus, and such other documents, as such seller may reasonably
      request in order to facilitate the sale or disposition of such Registrable
      Securities;

    


    (iv) use
      its
      reasonable best efforts to register or qualify all Registrable Securities and
      other securities covered by such registration statement under such other
      securities or “blue sky” laws of such jurisdictions as each seller shall
      reasonably request, and do any and all other acts and things as may be
      reasonably necessary to consummate the disposition in such jurisdictions of
      the
      Registrable Securities covered by such registration statement, except that
      the
      Company shall not for any such purpose be required to qualify generally to
      do
      business as a foreign corporation in any jurisdiction wherein it is not so
      qualified, or to subject itself to taxation in respect of doing business in
      any
      such jurisdiction, or to consent to general service of process in any such
      jurisdiction;

    


    (v) immediately
      notify each seller of Registrable Securities, at any time when a prospectus
      relating thereto is required to be delivered under the 1933 Act, of the
      happening of any event as a result of which the prospectus included in such
      registration statement, as then in effect, includes an untrue statement of
      a
      material fact or omits to state any material fact required to be stated therein
      or necessary to make the statements therein not misleading in the light of
      the
      circumstances then existing or if it is necessary, in the opinion of counsel
      to
      the Company, to amend or supplement such prospectus to comply with law, and
      at
      the request of any such seller prepare and furnish to any such seller a
      reasonable number of copies of a supplement to or an amendment of such
      prospectus as may be necessary so that, as thereafter delivered to the
      purchasers of such Registrable Securities, such prospectus shall not include
      an
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein not misleading
      in
      the light of the circumstances then existing and shall otherwise comply in
      all
      material respects with law and so that such prospectus, as amended or
      supplemented, will comply with law;

    


    (vi) otherwise
      use its reasonable best efforts to comply with all applicable rules and
      regulations of the SEC, and make available to its security holders, as soon
      as
      reasonably practicable, an earnings statement covering the period of at least
      twelve (12) months, beginning with the first month of the first fiscal quarter
      after the effective date of such registration statement, which earnings
      statement shall satisfy the provisions of Section 11(a) of the 1933
      Act;

    


    (vii) use
      its
      reasonable best efforts to list such securities on each securities exchange
      or
      over-the-counter market on which shares of Common Stock are then listed, if
      such
      securities are not already so listed and if such listing is then permitted
      under
      the rules of such exchange and, if shares of Common Stock are not then listed
      on
      a securities exchange or over- the-counter market, to use its reasonable best
      efforts to cause such securities to be listed on such securities exchange or
      over-the-counter market as such seller shall reasonably request;

     

    
      
        
        

      

      
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    (viii) provide
      a
      transfer agent and registrar for such Registrable Securities not later than
      the
      effective date of such registration statement; and

    


    (b) The
      Holder or Holders of Registrable Securities included in any registration shall
      furnish to the Company such information regarding such Holder or Holders, the
      Registrable Securities held by them and the distribution proposed by such Holder
      or Holders as the Company may from time to time reasonably request and as shall
      be reasonably required in connection with any registration, qualification or
      compliance referred to in this Agreement.

    


    (c) 
      Notwithstanding the registration rights granted to the Shareholder under this
      Agreement, in the event the Company files a registration statement for an
      underwritten public offering of Common Stock (a "Company Offering") within
      three
      years of the termination of the Offering and while the Registration Statement
      covering the Registrable Securities is effective, then upon the request of
      the
      Company's underwriter in such Company Offering, the Shareholder agrees to enter
      into an agreement pursuant to which the Shareholder will be prohibited from
      transferring the Registrable Securities for such period of time, not to exceed
      60 days after completion of the Company Offering, as the Company's underwriter
      may request. The Company may enter stop transfer orders with its transfer agent
      in order to effect this prohibition. 

    


    5. Obligations
      of Shareholder.
      

    


    (a) The
      Shareholder agrees that it will offer and sell Shares in compliance with all
      applicable state and federal securities laws. Specifically, without limitation,
      the Shareholder agrees as follows:

    


    (i) The
      Shareholder agrees not to use any prospectus (as that term is defined under
      the
      1933 Act) for the purpose of offering or selling the Shares to the public except
      for the Prospectus, as the same may be supplemented and amended from time to
      time. 

    


    (ii) Neither
      the Shareholder nor any affiliate of the Shareholder shall engage in any
      practice which would violate Rule 10b-6 promulgated under the 1934 Act
      ("Exchange Act"). 

    


    (iii) Neither
      the Shareholder nor any Affiliate of the Shareholder shall solicit purchases
      of
      Common Stock to facilitate the distribution of Shares in violation of Rule
      10b-2
      promulgated under the 1934 Act.

    


    (iv) Neither
      the Shareholder nor any Affiliate of the Shareholder shall effect any
      stabilizing transactions to facilitate the offer and sale of Shares to the
      public in violation of Rule 10b-7 promulgated under the 1934 Act.

    


    (b) The
      Shareholder agrees to promptly notify the Company as and when any Shares are
      sold and when the Shareholder elects to terminate all further offers and sales
      of Shares pursuant to the Registration Statement. The Shareholder acknowledges
      that any Shares which have not been sold within two years after the termination
      of the Offering or any earlier termination of the distribution of the Shares
      will be removed from registration by means of a post-effective amendment to
      the
      Registration Statement.

    


    (c) It
      shall
      be a condition precedent to the obligations of the Company to take any action
      with respect to registering the Shares that the Shareholder furnish the Company
      in writing such information regarding the Shareholder, the Shares and other
      securities of the Company held by the Shareholder, and the distribution of
      such
      Shares as the Company may from time to time reasonably request in writing.
      If
      the Shareholder refuses to provide the Company with any of such information
      on
      the grounds that it is not necessary to include such information in the
      Registration Statement, the Company may exclude the Shareholder's Shares from
      the Registration Statement if the Company provides the Shareholder with an
      opinion of counsel to the effect that such information must be included in
      the
      Registration Statement and the Shareholder thereafter continues to withhold
      such
      information.

     

    
      
        
        

      

      
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                    6.  Restrictions
      on Transfer.
      The
      Shareholder agrees that it will not sell, exchange, pledge or otherwise transfer
      any Shares except in transactions (i) made pursuant to the Registration
      Statement, or (ii) which are exempt from all registration requirements of the
      1933 Act (or conducted pursuant to Rule 144 thereunder) and all applicable
      state
      securities laws, and for which the Company is provided with an opinion of
      counsel to the Shareholder and other evidence as may be reasonably satisfactory
      to the Company to the effect that such transfer will not be in violation of
      the
      1933 Act and all applicable state securities laws.

    


    7. Indemnification.

    


    (a) The
      Company will indemnify each Holder or transferee with respect to which
      registration has been effected pursuant to this Agreement, each of its officers
      and directors, if any, and each underwriter for such Holder or transferee,
      if
      any, and each person who controls the Holder or any such underwriter within
      the
      meaning of Section 15 of the 1933 Act, against any and all losses, claims,
      damages, liabilities or expenses (or actions in respect thereof), including
      any
      of the foregoing incurred in settlement of any litigation, commenced or
      threatened, arising out of or based on any untrue statement (or alleged untrue
      statement) of a material fact contained in any registration statement or
      prospectus, or any amendment or supplement thereto, incident to any such
      registration, qualification or compliance, or based on any omission (or alleged
      omission) to state therein a material fact required to be stated therein or
      necessary to make the statements therein, in the light of the circumstances
      in
      which they were made, not misleading, or any violation by the Company of the
      1933 Act or any rule or regulation promulgated under the 1933 Act applicable
      to
      the Company in connection with any such registration, and the Company will
      reimburse each such Holder, each such underwriter and each person who controls
      any such underwriter, for any legal and other expenses reasonably incurred,
      as
      such expenses are incurred, in connection with investigating, preparing or
      defending any such claims, loss, damage, liability or action; provided,
      however,
      that
      the Company will not be liable in any such case to the extent that any such
      claim, loss, damage, liability or expense arises out of or is based on any
      untrue statement or omission or alleged untrue statement or omission, made
      in
      reliance upon and in conformity with written information furnished to the
      Company by an instrument duly executed by such Holder or underwriter and stated
      to be specifically for use therein.

    


    (b) Each
      Holder or transferee will, if Registrable Securities held by such Holder or
      transferee are included in the securities as to which such registration is
      being
      effected, indemnify the Company, each of its directors and officers, each
      underwriter for such Holder, if any, of the Company’s securities covered by such
      a registration statement, each Person who controls the Company or such
      underwriter within the meaning of Section 15 of the 1933 Act and each other
      such
      Holder against any and all losses, claims, damages, liabilities and expenses
      (or
      actions in respect thereof), arising out of or based on any untrue statement
      (or
      alleged untrue statement) of a material fact contained in any such registration
      statement or prospectus, or any omission (or alleged omission) to state therein
      a material fact required to be stated therein or necessary to make the statement
      therein, in the light of the circumstances under which they were made, not
      misleading, and will reimburse the Company, such Holders, underwriters or
      control persons for any legal or any other expenses reasonably incurred, as
      such
      expenses are incurred, in connection with investigating or defending any such
      claim, loss, damage, liability or action, in each case to the extent, but only
      to the extent, that such untrue statement (or alleged untrue statement) or
      omission (or alleged omission) is made in such registration statement or
      prospectus in reliance upon and in conformity with written information furnished
      to the Company by such Holder. Notwithstanding the foregoing, the liability
      of
      each Holder under this Section shall be limited to an amount equal to the
      aggregate proceeds received by such Holder from the sale of Registrable
      Securities hereunder, unless such liability arises out of or is based on willful
      conduct by such Holder.

     

    
      
        
        

      

      
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    (c) Each
      party entitled to indemnification under this Section 7 (the “Indemnified Party”)
      shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge
      of any claim as to which indemnity may be sought, and shall permit the
      Indemnifying Party to assume the defense of any such claims or any litigation
      resulting therefrom; provided,
      however,
      that
      counsel for the Indemnifying Party, who shall conduct the defense of such claim
      or litigation, shall be approved by the Indemnified Party (which approval shall
      not be unreasonably withheld), and the Indemnified Party may participate in
      such
      defense at such Indemnified Party’s expense; provided,
      however,
      that
      the failure of any Indemnified Party to give notice as provided herein shall
      not
      relieve the Indemnifying Party of its obligations under this Agreement unless
      the failure to give such notice is materially prejudicial to an Indemnifying
      Party’s ability to defend such action. Notwithstanding the foregoing, the
      Indemnifying Party shall not be entitled to assume the defense for matters
      as to
      which there is, in the opinion of counsel to the Indemnifying Party, a conflict
      of interest or separate and different defenses. No Indemnifying Party, in the
      defense of any such claim or litigation, shall, except with the consent of
      each
      Indemnified Party, consent to entry of any judgment or enter into any settlement
      which does not include as an unconditional term thereof the giving by the
      claimant or plaintiff to such Indemnified Party of a release from all liability
      in respect of such claim or litigation. Each Indemnified Party shall furnish
      such information regarding itself or the claim in question as an Indemnifying
      Party may reasonably request in writing and as shall be reasonably required
      in
      connection with the defense of such claim and the litigation resulting
      therefrom.

    


    
      	8.  	
              Contribution.

            


    

    


    (a)
      If
      the indemnification provided for herein is unavailable to the Indemnified
      Parties in respect of any losses, claims, damages, liabilities or expenses
      (or
      actions in respect thereof) referred to therein, then each such Indemnifying
      Party, in lieu of indemnifying such Indemnified Party, shall contribute to
      the
      amount paid or payable by such Indemnified Party as a result of such losses,
      claims, damages, liabilities or expenses (or actions in respect thereof) in
      such
      proportion as is appropriate to reflect the relative fault of the Indemnifying
      Party on the one hand and the Indemnified Party on the other in connection
      with
      the statement or omission which resulted in such losses, claims, damages,
      liabilities or expenses (or actions in respect thereof), as well as any other
      relevant equitable considerations. The relative fault shall be determined by
      reference to, among other things, whether the untrue statement (or alleged
      untrue statement), of a material fact or the omission (or alleged omission)
      to
      state a material fact relates to information supplied by the Indemnifying Party
      or the Indemnified Party and the parties’ relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such statement or omission. The Company and each Holder agree that it would
      not
      be just and equitable if contribution pursuant to this Section 8 were determined
      by pro rata allocation or by any other method of allocation which does not
      take
      account of the equitable considerations referred to above. The amount paid
      or
      payable by an Indemnified Party as a result of the losses, claims, damages,
      liabilities or expenses (or actions in respect thereof) referred to above in
      this Section 8 shall be deemed to include any legal or other expenses reasonably
      incurred by such Indemnified Party in connection with investigating or defending
      any such action or claim. 

    


    (b)
      Notwithstanding anything to the contrary contained herein, the obligation of
      each Holder to contribute pursuant to this Section 8 is several and not joint
      and no selling Holder shall be required to contribute any amount in excess
      of
      the amount by which the total price at which the Registrable Securities of
      such
      selling Holder were offered to the public exceeds the amount of any damages
      which such selling Holder has otherwise been required to pay by reason of such
      untrue statement (or alleged untrue statement) or omission (or alleged
      omission). 

     

    
      
        
        

      

      
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    (c)
      No
      person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the 1933 Act) shall be entitled to contribution from any person who
      was
      not guilty of such fraudulent misrepresentation.

    


    9. Delay
      of Registration.
      No
      Holder
      shall have any right to obtain or seek an injunction restraining or otherwise
      delaying any registration as the result of any controversy that might arise
      with
      respect to the interpretation or implementation of the terms of this
      Agreement.

    


    10. Notices.
      All
      notices required or permitted herein must be in writing and shall be deemed
      to
      have been duly given the first business day following the date of service if
      served personally, on the first business day following the date of actual
      receipt if delivered by telecopier, telex or other similar communication to
      the
      party or parties to whom notice is to be given, or on the third business day
      after mailing if mailed to the party or parties to whom notice is to be given
      by
      registered or certified mail, return receipt requested, postage prepaid, to
      the
      Shareholder at the address set forth in the Purchase Agreement, and to the
      Company at the address set forth below, or to such other addresses as either
      party hereto may designate to the other by notice from time to time for this
      purpose. 

    


    If
      to
      Company: 
      The
      American Energy Group, Ltd.

                                                      
      Attn:
      President

                                                       120
      Post
      Road West, Suite 202

                                                      
      Westport,
      Connecticut 06880 

    


    If
      to
      Shareholder: _____________________________

    _____________________________

    _____________________________

    


    11. Entire
      Agreement.
      This
      Agreement contains and constitutes the entire agreement between and among the
      parties with respect to the matters set forth herein and supersedes all prior
      agreements and understandings between the parties hereto relating to the subject
      matter hereof. There are no agreements, understandings, restrictions, warranties
      or representations among the parties relating to the subject matter hereof
      other
      than those set forth or referred to herein. This instrument is not intended
      to
      have any legal effect whatsoever, or to be a legally binding agreement or any
      evidence thereof, until it has been signed by all parties hereto.

    


    12. Binding
      Effect.
      This
      Agreement shall be binding on and enforceable by the Shareholder and by the
      Company and its successors. No transferee of Shares shall acquire any rights
      under this Agreement except with the written consent of the Company, which
      may
      be withheld for any reason. In the event the Company is a party to a merger
      or
      consolidation in a transaction in which the Shares are converted into equity
      securities of another entity, then the Company shall cause such other entity
      to
      assume the Company's obligations under this Agreement such that this Agreement
      shall apply to the equity securities received by the Shareholder in exchange
      for
      the Shares, unless such equity securities are, upon receipt and without further
      action by the Shareholder, readily salable without registration under the
      Securities Act.

     

    
      
        
        

      

      
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    13. Construction.
      This
      Agreement shall be construed, enforced and governed in accordance with the
      laws
      of the State of Nevada. All pronouns and any variations thereof shall be deemed
      to refer to the masculine, feminine or neuter gender thereof or to the plurals
      of each, as the identity of the person or persons or the context may require.
      The descriptive headings contained in this Agreement are for reference purposes
      only and are not intended to describe, interpret, define or limit the scope,
      extent or intent of this Agreement or any provision contained
      herein.

    


    14. Invalidity.
      If any
      provision contained in this Agreement shall for any reason be held to be
      invalid, illegal, void or unenforceable in any respect, such provisions shall
      be
      deemed modified so as to constitute a provision conforming as nearly as possible
      to such invalid, illegal, void or unenforceable provisions while still remaining
      valid and enforceable, and the remaining terms or provisions contained herein
      shall not be affected thereby.

    


    15. Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same Agreement.

    


    16. Amendments
      and Waivers.
      Any
      term or provision of the registration rights stated in this Agreement may be
      amended and the observance of any term of such rights may be waived (either
      generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and the holders
      of
      at least sixty-seven percent (67%) of the Registrable Securities Then
      Outstanding. Any amendment or waiver effected in accordance with this Section
      shall be binding upon each holder of the Shares and any Registrable Securities
      Then Outstanding, each future holder of Shares and such Registrable Securities,
      and the Company.

    


    17. Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Nevada, without regard to principles of conflict of laws. In any
      action between or among any of the parties, whether arising out of this
      Agreement or otherwise, each of the parties irrevocably consents to the
      exclusive jurisdiction and venue of the federal and state courts located in
      Washoe County, Nevada.

     

    


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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the dates shown
      below.

    


    


    SHAREHOLDER:   ________________________________________________

    


    _______________________________________________

    Date

    


    


    


    


    COMPANY:    THE
      AMERICAN ENERGY GROUP, LTD.

    


    


    By: __________________________________________

    Pierce
      Onthank, President and CEO

    


    Date: May
      3,
      2006

    


    


    
      
        
        

      

      
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