Consulting Agreement

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 ind ...