EX-10.9

                              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").

      7. TERMINATION.  Notwithstanding  the provisions of Section 2 hereof,  the
Consultant's engagement may be terminated by the Company as follows:

      (a) By action  taken by the  Board,  the  Consultant's  engagement  may be
terminated only for cause (as defined  below),  effective as of such time as the
Board shall determine.  Upon termination of the Consultant's engagement pursuant
to this Section 7(a), the Company shall have no further  obligation or duties to
the Consultant.

      (b) In the event (i) of the death of the Consultant or (ii) the Consultant
becomes disabled, that is the inability of the Consultant, by reason of physical
or mental disability,  to continue substantially to perform his duties hereunder
for  any  period  of  ninety  (90)  consecutive  days  ("disabled").   Upon  any
termination of the Consultant's  engagement under this Section 7(b), the Company
shall  have  no  further  obligations  or  duties  to the  Consultant,  and  the
Consultant shall have no further obligations or duties to the Company, except as
provided in Section 10.

      (c) For  purposes of this  Agreement,  the Company  shall have  "cause" to
terminate the  Consultant's  engagement  under this  Agreement only upon (i) the
engaging by the Consultant in criminal  misconduct  (including  embezzlement and
criminal  fraud) which is  materially  injurious to the Company,  monetarily  or
otherwise,  (ii) the  conviction of the  Consultant of a felony,  or (iii) gross
negligence on the part of the Consultant.  The Company shall give written notice
to the  Consultant,  which  notice  shall  specify the grounds for the  proposed
termination  and the  Consultant  shall be given thirty (30) days to cure if the
grounds arise under clause (iii) above.

      Should this  Agreement be terminated  pursuant to Section 7(a) or (c), the
Company  shall  have  the  right to place a stop  transfer  order on the  shares
representing the Consulting Fee and thereby prevent the Consultant from the sale
and/or transfer of the shares representing the Consulting Fee.

      8. ISSUANCE OF STOCK CERTIFICATE TO CONSULTANT.

      The Company  shall cause to be issued and  delivered to Consultant a stock
certificate  bearing the signatures of its President and Secretary.  The Company
shall take all corporate action necessary for the stock certificate  issuance to
be legally valid and irrevocable, including

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obtaining the prior  unanimous  written  consent of its Board of Directors.  The
stock  certificates  representing  the  Consulting  Fee shall bear the following
legend:

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES  ACT OF 1933, AS AMENDED.  THESE SHARES MAY NOT BE
         SOLD,  OFFERED FOR SALE,  PLEDGED OR  HYPOTHECATED IN THE ABSENCE OF AN
         EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SUCH  SECURITIES  ACT  OR AN
         OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMERICAN ENERGY SERVICES,
         INC. THAT SUCH REGISTRATION IS NOT REQUIRED."

      9. REGISTRATION OBLIGATIONS.

      The Company expressly agrees to register, with the Securities and Exchange
Commission,  the  shares  of  common  stock  issued  to  the  Consultant  as the
Consulting  Fee in a  registration  statement on Form S-8, if and when available
(and  all  related   qualifications   under  the  state   securities  laws.

      10. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

      (a)  As  used  in  this  Agreement,   "Confidential   Information"   means
information  which is presented to the  Consultant  by the Company or developed,
conceived or created by the Company,  or disclosed to the Consultant or known by
or conceived or created by the Consultant  during the Term,  with respect to the
Company,  its business or any of its  products,  processes,  and other  services
relating  thereto  relating  to the past or present  business  or any plans with
respect  to  future  business  of  the  Company  or  relating  to  the  past  or
present-business  of a third party or plans with respect to future business of a
third party which are  disclosed  to the  Consultant.  Confidential  Information
includes,  but is not  limited  to  lists  of  clients  and  vendors  and  other
information  relating  thereto;   marketing   information;   price  lists;  cost
information;  financial  data and  information;  business  plans and  processes;
documentation  with  respect to any of the  foregoing;  stock  ownership  in the
Company;  know-how;  processes  and  structures;  product  information;  product
contents and formulae;  manufacturing  and  production  techniques  and methods;
research and development  information;  the contents of this Agreement;  and any
other  information of the Company that the Company informs the Consultant or the
Consultant  should know, by virtue of his position or the circumstances in which
the  Consultant  learned  such other  information,  is to be kept  confidential.
Confidential  Information  also  includes  similar  information  obtained by the
Company in confidence from its vendors, licensors,  licensees,  customers and/or
clients. Confidential Information may or may not be labeled as confidential.


      (b) Except as required in the performance of the Consultant's duties as an
Consultant, the Consultant will not, during or after his engagement, directly or
indirectly,  use any  Confidential  Information  or  disseminate or disclose any
Confidential information to any person, firm, corporation,  association or other
entity.   The  Consultant   shall  take  all  reasonable   measures  to  protect
Confidential  Information  from any  accidental,  unauthorized or premature use,
disclosure

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or destruction.  The foregoing  prohibition  shall not apply to any Confidential
Information  which:  (i) was  generally  available  to the public  prior to such
disclosure;  (ii) becomes publicly  available  through no act or omission of the
Consultant, (iii) is disclosed as reasonably required in a proceeding to enforce
the Consultant's rights under this Agreement or (iv) is disclosed as required by
court order or applicable law.

      (c) Upon termination of the  Consultant's  engagement with the Company for
any reason or at any time upon request of the Company,  the Consultant agrees to
deliver to the Company all materials of any nature which are in the Consultant's
possession  or control  and which are or contain  Confidential  Information,  or
which are  otherwise  the  property  of the  Company  or any  vendor,  licensor,
licensee,  customer  or client of the  Company,  including,  but not  limited to
writings,  designs,  documents,   records,  data,  memoranda,  tapes  and  disks
containing  software,  computer  source code listings,  routines,  file layouts,
record layouts, system design information,  models,  manuals,  documentation and
notes.

      11.  TIME  PERIODS  NOT  LIMITED.  Any  period  of time set  forth in this
Agreement  shall not be construed to permit the  Consultant  to engage in any of
the prohibited  acts set forth in this Agreement  after such period if such acts
would otherwise be prohibited by any applicable statute or legal precedent.

      12.  EQUITABLE  RELIEF.  Consultant  acknowledges  that the services to be
rendered by the Consultant hereunder are of a special character which gives them
a  peculiar  value,  the  loss of  which  cannot  be  reasonably  or  adequately
compensated  in  damages  in an  action  at law.  Furthermore,  a breach  by the
Consultant of any of the provisions contained herein, including, but not limited
to, the provisions  contained in Section 10, will cause the Company  irreparable
injury and harm. The Consultant expressly agrees that,  notwithstanding anything
which is  contained  in this  Agreement to the  contrary,  the Company  shall be
entitled to injunctive  or other  equitable  relief to prevent the  Consultant's
breach or anticipated breach of this Agreement,  including,  but not limited to,
the  Consultant's  breach of the  provisions  contained  in  Section  10 of this
Agreement.  Resort to such equitable relief,  however, shall not be construed to
be a waiver  of any other  rights or  remedies  which the  Company  may have for
damages or otherwise.

      13. NO  MITIGATION;  NO SET-OFF.  In the event of any  termination  of the
Consultant's  engagement  under  Section  7,  the  Consultant  shall be under no
obligation  to seek other  employment  and there shall be no offset  against any
amounts due the Consultant  under this Agreement on account of any  remuneration
attributable to any subsequent employment that the Consultant may obtain.

      14. SUCCESSORS; BINDING AGREEMENT.

      (a) The Company shall require any successor to all or substantially all of
the business or assets of the Company,  to expressly assume and agree to perform
this  Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.

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      (b) This Agreement and all rights of the Consultant  hereunder shall inure
to the  benefit of and be  enforceable  by the  Consultant's  personal  or legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees and legatees.  This Agreement is personal to and may not be assigned by
the Consultant.

      15. MISCELLANEOUS.

      (a) HEADINGS. The headings  contained in this  Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

      (b) ENFORCEABILITY.  If any provision which is contained in this Agreement
should,  for any reason,  be held to be invalid or  unenforceable in any respect
under  the  laws  of  any  State  of  the  United  States,  such  invalidity  or
unenforceability  shall  not  affect  any  other  provision  of this  Agreement.
Instead,  this Agreement shall be construed as if such invalid or  unenforceable
provisions had not been contained herein.

      (c)  NOTICES.  All  notices,  requests,  demands and other  communications
hereunder  shall be in  writing  and shall be  delivered  personally  or sent by
registered  or certified  mail,  return  receipt  requested,  to the other party
hereto at her or its address as set forth in the  beginning  of this  Agreement.
Either  party may change the  address to which  notices,  requests,  demands and
other  communications  hereunder shall be sent by sending written notice of such
change of address to the other party in the manner above provided.

      (d) GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance with the internal laws of the State of Texas.

      (e) ENTIRE  AGREEMENT.  The  parties  have  not made any  representations,
warranties or covenants  with respect to the subject  matter hereof which is not
set forth herein,  and this Agreement  constitutes the entire agreement  between
them  with  respect  to  the  subject  matter  hereof.  All  understandings  and
agreements heretofore had between the parties with respect to the subject matter
hereof are merged in this Agreement  which alone fully and completely  expresses
their  agreement.  This  Agreement  may  not  be  changed,  modified,  extended,
terminated or discharged orally,  but only by an Agreement in writing,  which is
signed by all of the parties to this Agreement.

      (f) FURTHER ACTIONS.  The parties agree to execute any and all instruments
and documents,  and to take any and all such further actions reasonably required
to effectuate this Agreement and the intents and purposes hereof.

      WAIVER.  Except as otherwise  expressly provided herein,  no waiver of any
covenant, condition, or provision of this Agreement shall be deemed to have been
made  unless  expressly  in writing  and signed by the party  against  whom such
waiver is charged; and (i) the failure of any party to insist in any one or more
cases upon the performance of any of the provisions,  covenants or conditions of
this Agreement or to exercise any option herein contained shall not be construed
as a waiver or relinquishment  for the future of any such provisions,  covenants
or conditions, (ii) the

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acceptance of performance of anything required by this Agreement to be performed
with  knowledge  of the breach or failure of a covenant,  condition or provision
hereof  shall  not be deemed a waiver of such  breach or  failure,  and (iii) no
waiver by any party of one  breach by  another  party  shall be  construed  as a
waiver with respect to any other breach of this Agreement.

      (h) COUNTERPARTS.  This Agreement may be executed simultaneously in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.


      IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement
as of the day and year first above written.

                         AMERICAN ENERGY SERVICES, INC.

                         By:  /s/ Patrick S. Elliot
                              -----------------------------
                              Name:  Patrick S. Elliot
                              Title: President


                         THE CONSULTANT


                         /s/ Roy Hill
                         ----------------------------------
                         Roy Hill












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