exv10wxxivy



 





Exhibit 10(xiv)




Consulting Agreement



This letter when signed below shall constitute a contract between American Oil & Gas, Inc.
(“AOG”) and Feagans Consulting, Inc. (“FCI”) whereby the two parties have agreed that, subject to
the other terms and conditions of this contract, FCI shall provide consulting services to AOG for
the 18 month period from January 1, 2006 through June 30, 2007 (the “Consulting Period”). As
compensation for providing these consulting services, FCI shall receive from AOG the following: 1)
$4,000.00 per month payable on a monthly basis during the Consulting Period (the “Cash
Compensation”); and 2) a total of 27,000 shares of AOG common stock, (the “Shares”) with 1,500 of
the Shares earned as of the last day of each month during the Consulting Period (the “Share
Compensation”). AOG will issue a stock certificate in FCI’s name for the aggregate of the Share
Compensation to be earned by FCI in accordance with the terms of this contract (27,000 shares) as
soon as practical after January 1, 2006. AOG will hold this certificate in its offices until it is
delivered to FCI on or before April 30, 2007 or 60 days after a Termination Notice as defined
below.



FCI understands that for purposes of Rule 144 of the Securities Act of 1933, as amended (the
“Securities Act”), the Shares will be subject to holding periods that commence with respect to each
block of 1,500 Shares and any remainder on the last day of the month in which those Shares were
earned. FCI further understands that the Shares will bear a restricted legend and will either have
to be registered under the Securities Act or sold under Rule 144 of the Securities Act.



AOG hereby agrees to provide piggyback registration rights whereby AOG will include the Shares on
any registration statement or amendment to such registration statement the Company intends to file
with the SEC for its own account or for the account of any of its stockholders, other than a
registration statement for which these Shares are not eligible or qualified.



In addition to the above mentioned compensation, AOG also agrees to pay travel and travel related
expenses that FCI may incur on travel outside the greater Denver, Colorado area on a pre-approved
case-by-case basis.



Either party to this agreement may terminate this contract at any time for any reason by providing
60 days written notice to the other (the “Termination Notice”). If early termination occurs, both
the $4,000 per month Cash Compensation from AOG to FCI and the earning of 1,500 shares per month of
AOG common stock by FCI will cease 60 days after the Termination Notice.



In the event that AOGI is merged with or acquired by an outside entity prior to the earlier of (i)
June 30, 2007 or (ii) 60 days after the Termination Notice, AOG agrees that FCI shall be entitled
to receive all earned and unearned Shares (a total of 27,000 Shares),


 









 






 together with that portion of the Cash Compensation earned by FCI in accordance with the terms
of this contract through the effective date of the merger or acquisition.



AOG agrees to indemnify and hold harmless FCI, its officers and directors (collectively referred to
as the “FCI Parties”) from and against any and all losses, claims, damages, liabilities, expenses,
costs and attorneys’ fees to which any of the FCI Parties may become subject as a result of, or
related to, this consulting agreement unless a court of competent jurisdiction, or mutually agreed
to arbitration, determines that such loss, claim, damage, liability, expense, costs and attorneys’
fees resulted from the negligence or willful misconduct of an FCI Party. FCI agrees to indemnify
and hold harmless AOG, its officers, directors and agents (collectively referred to as the “AOG
Parties”) from and against any and all losses, claims, damages, liabilities, expenses, costs and
attorneys’ fees to which any of the AOG Parties may become subject as a result of, or related to,
the actions or inactions of any of the FCI Parties unless a court of competent jurisdiction, or
mutually agreed to arbitration, determines that the actions or inactions were within the reasonably
contemplated scope of this consulting agreement and did not involve the negligence or willful
misconduct of any of the FCI Parties. If either party must enforce the terms of this
indemnification provision, or defend against the application of this indemnification provision, in
a court of competent jurisdiction or arbitration proceeding, the prevailing party shall be entitled
to an award of all reasonable costs and attorneys’ fees.



Corporate Data and Information. FCI acknowledges that, in connection with FCI’s performance
under this contract, FCI will be and/or has been entrusted with or will otherwise obtain certain
non-public information (the “Information”), including trade secrets, marketing plans, and
confidential or specialized data and/or other information related to the business of AOG and/or
AOG’s customers, suppliers and co-venturers. In consideration of FCI’s engagement through and at
the time of the disclosure to FCI of the Information, FCI agrees and covenants with and unto AOG
that:




     a. FCI will use the Information solely in the performance of FCI’s services
on behalf of and as requested by AOG.



     b. FCI will not make any statement or issue any communication, written or
otherwise, that disparages, criticizes or otherwise reflects adversely or encourages any
adverse action against AOG or subsidiaries or affiliates of AOG or their respective
officers, directors, employees, contractors, agents, representatives, clients or customers,
except if testifying truthfully under oath pursuant to any lawful court order or subpoena
or otherwise responding to or providing disclosures required by law, and FCI
affirmatively represents and affirms that FCI has not done so.



     c. All Information shall remain the property of AOG, and all Information,
and other information including but not limited to manuals, reports, correspondence,
operating data and results, diagrams, computer programs, diskettes, supplies and
equipment, shall be returned to AOG at the earlier of (i) five days after AOG’s request, or
(ii) upon the termination of FCI’s engagement with or employment by AOG. FCI shall
not make or retain any photocopies, photographs or other reproductions of the



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Information, or any portion thereof. FCI shall not disclose to any person either the fact of the
receipt of the Information or the occurrence of discussions and/or negotiations between AOG and FCI
or otherwise concerning the business or operations of AOG. In no event shall FCI be deemed by
virtue of this contract to have acquired any right or interest of any kind in or to the
Information.



     d. Any other use of this Information at any time during or after the term of
this contract is prohibited. Further, FCI understands that AOG is a publicly traded
company and it is important for AOG to protect the rights of its shareholders. FCI
understands that applicable federal securities laws impose significant restrictions
concerning the use or disclosure of material non-public information in general and in
buying or selling, or discussing with others the possibility of buying or selling AOG’s
stock by persons who have access to material non-public information concerning AOG.
FCI understands that FCI is subject to these restrictions, and FCI agrees that FCI will not
buy or sell AOG’s stock, or otherwise improperly use any such material non-public
information at any time that FCI possesses material non-public information concerning
AOG. FCI understands that it is prohibited from communicating material non-public
information to any person, with the exception of employees and board members of AOG
to whom FCI must disclose such information in order to carry out its responsibilities
under this agreement, without first obtaining the approval to do so from AOG
management.



     e. It is expressly agreed that the terms and conditions set forth under this
section entitled “Corporate Data and Information” (including subparagraphs a through e)
shall continue to apply after any termination of this contract.


Except as provided in this contract, (i) nothing contained herein shall be deemed or construed as
creating a joint venture, partnership, employer/employee or any other relationship between AOG and
FCI, (ii) neither AOG or FCI is authorized as an agent, employee or legal representative of the
other, (iii) neither AOG or FCI shall have the power to control the activities and operations of
the other, and (iv) FCI is, and at all times will continue to be, an independent contractor.



All notices required or permitted under this contract shall be in writing and shall be delivered as
follows with notice deemed given as indicated (i) by personal delivery when delivered personally,
(ii) by overnight courier upon written verification of receipt, (iii) by facsimile transmission
when confirmed by facsimile transmission, or (iv) by United States mail, postage prepaid, three (3)
days after deposit in the mail addressed as follows:




     If for AOG:



American Oil & Gas, Inc.

Andrew P. Calerich

President and Chief Financial Officer

1050 17th Street, Suite 1850

Denver, CO 80265

Fax: 303-595-0709




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     If for FCI:


Feagans Consulting, Inc.

Neal Feagans

President

1433 Oakleaf Cr.

Boulder, CO 80304

Fax: 303-449-1226



An address may be changed from time to time by either party by providing written notice to the
other in the manner set forth above.



This contract contains the entire agreement of the parties, and there are no other promises or
conditions in any other agreement whether oral or written with respect to the subject matter
hereof. This contract supersedes any prior written or oral agreements between the parties.



This contract may be modified or amended if the amendment is made in writing and is signed by both
parties.



If any provision of this contract shall be held to be invalid or unenforceable for any reason, the
remaining provisions shall continue to be valid and enforceable. If a court finds that any
provision of this contract is invalid or unenforceable, but that by limiting such provision it
would become valid and enforceable, then such provision shall be deemed to be written, construed
and enforced as so limited.



This contract shall be governed by the laws of the State of Colorado, without regard to the
conflicts of laws principles.



The parties may execute this contract in any number of counterparts, each of which will be deemed
an original.




ACCEPTED AND AGREED 
TO THIS 30th DAY OF DECEMBER, 2005:




	 	 	 	 	 	 	 	 
	 	FEAGANS CONSULTING, INC. 
  	 	AMERICAN OIL & GAS, INC.

 	 
	 	By:  	/s/ Neal Feagans	 	 	By:  	/s/ Andrew P. Calerich 	 
	 	 	1/7/06	 	 	 	Name: Andrew P. Calerich	 
	 	 	Name: Neal Feagans  		 	 	Title:   President and CFO		 
	 	 	Title:   President		 	 	 		 



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