Form of Subscription Agreement

Exhibit 10.1 Subscription Terms American Oil & Gas Inc.
1050 17 th Street
Suite 2400
Denver, Colorado 80265Ladies and Gentlemen:The undersigned (the " Investor" ) hereby confirms and agrees with you as follows: 1. The subscription terms set forth herein (the " Subscription" ) are made as of the date set forth below between American Oil & Gas Inc., a Nevada corporation (the " Company" ), and the Investor. 2. As of the Closing (as defined below) and subject to the terms and conditions hereof, the Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor, such number of shares (the " Shares" ) of common stock, par value $0.001 per share, of the Company (the " Common Stock" ), as is set forth on the signature page hereto (the " Signature Page" ) for a purchase price of $4.75 per Share. The Investor acknowledges that the offering is not a firm commitment underwriting and that there is no minimum offering amount. 3. The completion of the purchase and sale of the Shares shall occur at a closing (the " Closing" ) that, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended, is expected to occur on or about April 17, 2007. At the Closing, (a) the Company shall cause its transfer agent to release to the Investor the number of Shares being purchased by the Investor and (b) the aggregate purchase price for the Shares being purchased by the Investor will be delivered by or on behalf of the Investor to the Company. If the Investor chooses to settle via DWAC (by checking the appropriate space on the Signature Page hereto), the provisions set forth in Exhibit A hereto shall be incorporated herein by reference as if set forth fully herein. 4. The offering and sale of the Shares are being made pursuant to the Registration Statement and the Prospectus (as such terms are defined below). The Investor acknowledges that the Company intends to enter into subscriptions in substantially the same form as this Subscription with certain other third party investors and intends to offer and sell (the " Offering" ) up to an aggregate of 6,001,390 Shares pursuant to the Registration Statement and Prospectus. 5. The Company has filed with the Securities and Exchange Commission (the " Commission" ) a prospectus (the " Base Prospectus" ), and will file with the Commission a final prospectus supplement (together with the Base Prospectus, the " Prospectus" ) with respect to the registration statement (File No. 333-120987) reflecting the Offering, including all amendments thereto, the exhibits and any schedules thereto, the documents otherwise deemed to be a part thereof or included therein by the rules and regulations of the Commission (the " Rules and Regulations" ) and any registration statement relating to the Offering and filed pursuant to Rule 462(b) under the Rules and Regulations (collectively, the " Registration Statement" ), in conformity with the Securities Act of 1933, as amended (the " Securities Act" ), including Rule 424(b) thereunder. The Investor hereby confirms that it has had full access to the Base Prospectus and the Company' s periodic reports and other information incorporated by reference therein, and was able to read, review, download and print such materials.


6. The Company has entered into a Placement Agency Agreement (the " Placement Agreement" ), dated April 11, 2007 with A.G. Edwards & Sons, Inc. and C.K. Cooper & Company (the " Placement Agents" ), which will act as the Company' s placement agents with respect to the Offering and receive a fee in connection with the sale of the Shares. The Placement Agreement contains certain representations and warranties of the Company. The Company acknowledges and agrees that the Investor may rely on the representations and warranties made by it to the Placement Agents in Section 3 of the Placement Agreement to the same extent as if such representations and warranties had been incorporated in full herein and made directly to the Investor. Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Placement Agreement. 7. The obligations of the Company and the Investor to complete the transactions contemplated by this Subscription shall be subject to the following: a. The Company' s obligation to issue and sell the Shares to the Investor shall be subject to: (i) the receipt by the Company of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing Date. b. The Investor' s obligation to purchase the Shares will be subject to the condition that the Placement Agents shall not have: (i) terminated the Placement Agreement pursuant to the terms thereof or (ii) determined that the conditions to closing in the Placement Agreement have not been satisfied. 8. The Company hereby makes the following representations, warranties and covenants to the Investor: a. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Subscription and otherwise to carry out its obligations hereunder. The execution and delivery of this Subscription by the Company and the consummation by it of the transactions contemplated hereunder have been duly authorized by all necessary action on the part of the Company. This Subscription has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' and contracting parties' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). b. The Company shall (i) before the opening of trading on the American Stock Exchange on the next trading day after the date hereof, issue a press release, disclosing all material aspects of the transactions contemplated hereby and before the opening of trading on the American Stock Exchange on the next trading day after the Closing Date, issue a press release, disclosing that the Closing has occurred and (ii) make such other filings and notices ...