Exhibit 10(iv)

                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT ("Agreement") is made on this 16th day of July,
2003 by and between American Oil & Gas. Inc., a Nevada corporation ("Employer"),
and Andrew P. Calerich, a resident of Colorado ("Employee").

                                    PREMISES

     WHEREAS, Employer desires to secure the services of Employee as its
President and Chief Financial Officer pursuant to the terms and conditions
hereof;

     WHEREAS, Employee possesses experience as a member of executive management
of public and private companies, including companies in the oil and gas
industry, and desires to serve as Employer's President and Chief Financial
Officer; and

     WHEREAS, in consideration for and in anticipation of Employee serving as
President and Chief Financial Officer of Employer, Employer desires to issue to
Employee shares of its common stock (the "Common Stock"), and Employee desires
to receive partial payment for his services in shares of Common Stock.

                                    AGREEMENT

     NOW THEREFORE, with the above provisions incorporated herein by this
reference, in consideration of the mutual promises contained herein, the
benefits to be derived by each party hereunder and other good and valuable
consideration, the sufficiency of which is hereby expressly acknowledged, the
parties hereto mutually agree as follows:

     1. Employment. Employer hereby agrees to employ Employee and Employee
hereby agrees to accept full time employment as President and Chief Financial
Officer of Employer, upon the terms and conditions set forth in this Agreement.

     2. Term. The employment of Employee by Employer pursuant to this Agreement
shall commence on the date hereof and end three (3) years hereafter, unless
sooner terminated pursuant to Section 4 below (hereinafter referred to as the
"Service Period").

     3. Compensation. In consideration for the services to be rendered by
Employee, the Employer shall compensate Employee as follows (such compensation
and benefits being hereinafter referred to as "Compensation Benefits"):

          A. Base Salary. Employer shall pay to Employee a base salary of $8,000
     per month during the Service Period (such amount, as it may be increased
     from time to time, may sometimes hereinafter be referred to as "Base
     Salary").

          B. Insurance. Employer shall pay the full cost of health care
     insurance for Employee and Employee's immediate family. During the Service
     Period, Employer shall provide Employee with any other benefits that
     Employer makes available to other similarly situated employees.

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          C. Common Stock. As additional compensation, Employer shall issue to
     Employee 500,000 shares ("Shares") of Common Stock. The Shares granted
     hereby shall vest in two (2) equal allotments as follows:

               i. 250,000 of the Shares shall vest on July 1, 2004, so long as
          Employee continues to be employed by Employer on such date; and

               ii. 250,000 of the Shares shall vest on July 1, 2005, so long as
          Employee continues to be employed by Employer on such date, provided
          however that;

               iii. In the event Employee's employment is terminated by the
          Employer, other than for Cause in accordance with Section 4(D),
          following a Change in Control or by Employee as a result of death or
          for Good Reason, then all of the Shares shall vest immediately,
          notwithstanding the above vesting schedule. In the event Employee's
          employment is modified independent of any of the transactions or for
          the reasons described in this Section 3(C)(iii), such modification
          shall be addressed in accordance with Section 4 below.

          A. For purposes of this Agreement, a "Change in Control" shall be
     deemed to occur when Employer (i) merges with another entity, (ii) sells or
     disposes of substantially all of its assets, or (iii) experiences a change
     in control of 50% of its outstanding Common Stock. Notwithstanding anything
     contained in this Agreement to the contrary, if the Employee's employment
     is terminated, and subsequently there occurs a Change in Control, and the
     Employee reasonably demonstrates that such termination (x) was at the
     request of a third party who has indicated an intention or taken steps
     reasonably calculated to effect a Change in Control and who effectuates a
     Change in Control (a "Third Party") or (y) otherwise occurred in connection
     with, or in anticipation of, a Change in Control which actually occurs,
     then for all purposes of this Agreement, the date of a Change in Control
     with respect to the Employee shall mean the date immediately prior to the
     date of such termination of the Employee's employment.

          B. For purposes of this Agreement, "Good Reason" shall mean the
     occurrence of any of the events or conditions described in subsections (i)
     through (iv) hereof:

               i. a change in the Employee's status, title or position to a
          status, title or position not equal to at least a senior vice
          president, or a change in the Employee's responsibilities (including
          reporting responsibilities) to responsibilities other than in the
          areas of finance, accounting, or personnel or human resources director
          or senior supervision, investor relations or other public company
          matters, which, in the Employee's reasonable judgment, represents an
          adverse change from his status, title, position or responsibilities;
          the assignment to the Employee of any duties or responsibilities
          which, in the Employee's reasonable judgment, are inconsistent with
          his status, title, position or responsibilities, including
          responsibilities other than in the areas of finance, accounting,

<PAGE>


          personnel or human resources director or senior supervision, investor
          relations or other public company matters; or any removal of the
          Employee from or failure to reappoint or reelect him to any of such
          offices or positions, except in connection with the termination of his
          employment for Disability, Cause, as a result of his death or by the
          Employee other than for Good Reason;


               ii. a reduction in the Employee's base salary, or any failure to
          pay the Employee any compensation or benefits to which Employee is
          entitled within fifteen days of notice thereof;

               iii. the Employer's requiring the Employee to be based at any
          place outside a 25-mile radius from his current place of employment,
          except for reasonably required travel on the Employer's business which
          is not materially greater than such travel requirements prior to a
          Change in Control; or

               iv. any purported termination of the Employee's employment for
          Cause by the Employer which does not comply with the terms of Section
          4(D).

          C. The Employee's right to terminate his employment for Good Reason
     shall not be affected by his incapacity due to a Disability.

     4. Termination. Employee's employment hereunder shall terminate as a result
of any of the following events:

          A. Employee's death;

          B. Employee shall be unable to perform his duties hereunder for a
     continuous period of at least six months or an aggregate of nine months
     during any continuous twelve month period by reason of illness, accident or
     other physical or mental disability, as verified by a licensed physician
     mutually selected by the Employer and Employee ("Disability");

          C. Termination by Employee; or

          D. Termination by Employer for Cause, where "Cause" shall mean: (i)
     the final non-appealable conviction of Employee of a felony; (ii) the
     reasonable determination of seventy-five percent (75%) of Employer's Board
     of Directors that Employee has engaged in intentional misconduct, or the
     gross neglect of his duties, which has a material and continuing adverse
     effect on the business of Employer (other than a failure resulting from the
     Employee's incapacity due to physical or mental illness or from the
     Employee's assignment of duties that would constitute "Good Reason" as
     defined in this Agreement); or (iii) a final non-appealable determination
     by a court of competent jurisdiction that Employee shall have failed to
     cure the breach of any material term of this Agreement within thirty (30)
     days following receipt of detailed written notice from Employer of such
     breach; provided however, that no termination of the Employee's employment
     shall be for Cause pursuant to subsections 4(D)(i) or (ii) until (x) there
     shall have been delivered to the Employee a copy of a written notice
     setting forth that the Employee was guilty of the conduct set forth in this
     Section 4(D) and specifying the particulars thereof in detail, and (y) the
     Employee shall have been provided an opportunity to be heard in person by

<PAGE>


     the Board (with the assistance of the Employee's counsel if the Employee so
     desires). Neither an act nor a failure to act, on the Employee's part,
     shall be considered "intentional" unless such act or failure to act by the
     Employee involved a lack of good faith and a lack of reasonable belief on
     the part of the Employee that the Employee's action or failure to act was
     in the best interests of the Employer. In determining the seventy-five
     percent (75%) of the Board required by the provisions of the first sentence
     of this paragraph, the Employee shall not be counted in either the
     numerator or the denominator of the fraction if the Employee is a director
     at such time.

     Any termination pursuant to subsection (B), (C) or (D) of this Section 4
shall be communicated by a written notice ("Notice of Termination"), such notice
to set forth with specificity the grounds for termination if the result of
Cause. Employee's employment under this Agreement shall be deemed to have
terminated as follows: (i) if Employee's employment is terminated pursuant to
subsection (A) above, on the date of his death; (ii) if Employee's employment is
terminated pursuant to subsection (B) or (D) above, on the date on which Notice
of Termination is given; and (iii) if Employee's employment is terminated
pursuant to subsection (C) above, fifteen (15) days after the date on which a
Notice of Termination is given, or Employee's last day of employment, whichever
is earlier. The date on which termination is deemed to have occurred pursuant to
this section is hereinafter referred to as the "Date of Termination"."

     5. Payments on Termination. In the event that Employee's employment is
terminated pursuant to Section 4 above, Employer shall pay to Employee the
Compensation Benefits until the Date of Termination.

     6. Representations and Warranties. Employee hereby represents and warrants
to the Employer that (i) the execution, delivery and performance of this
Agreement by Employee does not and shall not conflict with, breach, violate or
cause a default under any contract, agreement, instrument, order, judgment or
decree to which Employee is a party or by which Employee is bound, and (ii)
Employee is not a party to or bound by any employment agreement, noncompetition
agreement or confidentiality agreement with any other person or entity which in
any way may restrict, impair or limit the performance of his duties hereunder.

     7. Registration Status of Shares. Employee understands that the Shares have
not been registered under the Securities Act of 1933 ("Act"), and therefore will
be affixed with a restrictive legend stating that the Shares have not been
registered pursuant to federal or state securities laws and consequently may not
be transferred or resold except pursuant to exemptions from federal and state
securities laws. Employee recognizes that the Shares will be subject to various
restrictions on sale and/or transfer, including but not limited to, the
restrictions imposed by Rule 144 under the Act.

     Within sixty (60) days of the Shares vesting in accordance with Section
3(C)(i) and 3(C)(ii) herein, Employer will file a Form S-8 registration
statement under the Act registering the issuance of the Shares to Employee upon
the vesting of such Shares. Notwithstanding the registration of the issuance of
the Shares, until the earlier to occur of July 1, 2005 or the vesting of all the
Shares in accordance with Section 3(C)(iii) above, Employee agrees to sell only
up to that portion of the Shares which has a market value equal to the income
tax liability Employee realizes upon vesting of the Shares.

<PAGE>


     Employee understands that, subsequent to the Shares being registered on
Form S-8 and for resale pursuant to a Reoffer Prospectus, Employee shall comply
with Employer's Insider Trading Policy in connection with the sale of any of the
Shares.

     8. Duties. During the term of this Agreement, Employee shall initially
serve as the President and Chief Financial Officer of Employer. Employee shall
perform the tasks and have the rights, powers and obligations normally
associated with the offices of President and Chief Financial Officer, including
such other offices or positions that Employer's board of directors ("Board of
Directors") shall reasonably request. Employee shall perform Employee's services
on behalf of Employer in the Denver, Colorado metropolitan area; provided
however, that Employee shall undertake such business travel as reasonably
necessary to perform Employee's obligations pursuant to this Agreement.

     9. Covenant Not to Compete. In exchange for the various consideration
provided herein, during the term of this Agreement and for a period of one (1)
year following the Date of Termination, in the event Employee leaves or abandons
his position with Employer otherwise than following a Change in Control or for
Good Reason, then Employee will not compete with Employer through involvement on
any project that Employer is then pursuing, or did pursue within the one hundred
twenty (120) days prior to Employee's departure from Employer (a "Competing
Project"). In the event that Employee is hired as an employee or consultant of
an entity that is involved in a Competing Project, Employee shall recuse himself
from and not participate in, directly or indirectly, any activities of such
entity with respect to the evaluation, development or operation of the Competing
Project.

     10. Non-Disclosure of Information. In exchange for the various
consideration provided herein, Employee will not, directly or indirectly, during
the term of this Agreement and for a period of one (1) year after the
termination of this Agreement, disclose to any person not authorized by Employer
to receive or use such information, except for the sole benefit of Employer, any
of Employer's confidential or proprietary data, information, or techniques, or
give to any person not authorized by Employer to receive any information that is
not generally known to anyone other than Employer or that is designated by
Employer as "Limited," "Private," or "Confidential," or similarly designated.

     11. Expenses. Employee may incur reasonable expenses for promoting or
developing Employer's business, including reasonable expenses for entertainment,
travel, and similar items. Employer will reimburse Employee for all such
expenses upon Employee's periodic presentation of an itemized account of such
expenditures. Any single expense in excess of $1000, and monthly aggregate
expenses more than $2500 must be pre-approved by Employee's supervising officer,
or in the event Employee does not have a supervising officer then a member of
the board of directors.

     12. Entire Agreement. This Agreement constitutes the entire understanding
between the parties, and there are no covenants, conditions, representations, or
agreements, oral or written, of any nature whatsoever, other than those herein
contained.

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     13. Severability. If any term, condition, clause, or provision of this
Agreement shall be deemed to be void or invalid, then that term, condition,
clause, or provision shall be stricken from this Agreement to the extent it is
held to be void or invalid, and in all other respects this Agreement shall be
valid and in full force and operation.

     14. Notices. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when received at the addresses written below on
(i) the third business day after the date when sent by certified or registered
mail; (ii) the next business day after the date sent by guaranteed overnight
courier; or (iii) the date sent by telecopier or delivered by hand, in each
case, to the addresses set forth below:

                  If to Employer:           American Oil & Gas, Inc.
                                            1050 17th Street, Suite 710
                                            Denver, Colorado 80265
                                            Attention: Patrick O'Brien
                                            (303) 595-0125

                  With a Copy to:           Woltjen Law Firm
                                            Attn: Kevin S. Woltjen
                                            4144 N. Central Expwy., Suite 410
                                            Dallas, Texas 75204
                                            (214) 742-5555

                  If to Employee:           Andrew P. Calerich
                                            14287 Downing Street
                                             Brighton, Colorado 80602
                                            (720) 217-2329

or to such other addresses as the parties may specify in writing.

     15. Arbitration. Any controversy or claim arising out of or relating to
this Agreement or the breach of it, shall be settled by arbitration in
accordance with the rules of the American Arbitration Association, and judgment
on the award rendered may be entered in any court having jurisdiction.

     16. Governing Law and Venue. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Colorado without
reference to the conflict of laws principles thereof. In the event any dispute
regarding this Agreement arises between the Parties and is not resolved at
arbitration, such dispute shall be brought in a proper jurisdiction located
within Denver County, Colorado.

     17. Attorney's Fees. If any action at law or in equity, including an action
for declaratory relief or any form of dispute resolution, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party shall be
entitled to recover actual attorney's fees, court costs, and other costs
incurred in proceeding with the action from the other party. The attorney's
fees, court costs or other costs, may be ordered by the fact finder, in any
decision of any action described in this section or may be enforced in a
separate action brought for determining attorney's fees, court costs, or other

<PAGE>


costs. In the event Employer is represented by in-house counsel and Employer
prevails in any such action or dispute resolution, all parties agree that
Employer may recover attorney's fees incurred by that in-house counsel in an
amount equal to that attorney's normal fees for similar matters, or, should that
attorney not normally charge a fee, by the prevailing rate charged by attorneys
with similar background in that legal community.

     18. Assignment. This Agreement shall not be assignable by any party to this
Agreement, except upon the written consent of all parties hereto. Employee shall
not have the right to pledge, encumber, or dispose of the right to receive any
Compensation Benefits under this Agreement, which Compensation Benefits and the
right thereto are expressly declared to be non-assignable and nontransferable
and, in the event of any attempted assignment or transfer, Employer shall have
no further liability hereunder.

     19. Counterparts. This Agreement may be executed in two counterparts, each
of which shall be deemed an original but both of which together shall constitute
one and the same agreement.

     20. RIGHT TO COUNSEL: EMPLOYEE HEREBY AGREES THAT EMPLOYER HAS ADVISED AND
ENCOURAGED HIM TO RETAIN HIS OWN COUNSEL AND THAT HE HAS HAD FULL OPPORTUNITY TO
RETAIN SUCH COUNSEL TO REVIEW THIS DOCUMENT AND ADVISE HIM OF THE TERMS AND
CONDITIONS SET FORTH HEREIN.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal the day and year first above written.


AMERICAN OIL & GAS, INC.,                   ANDREW P. CALERICH,
Employer                                    Employee



By: /s/ Patrick D. O'Brien                  /s/ Andrew P. Calerich
    --------------------------------        ------------------------------------
     Patrick O'Brien, President             Andrew P. Calerich