Exhibit 4.6


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No. WT-_______________ (WARRANT GROUP_____________)

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                               Warrant to Purchase
                               ___________ Shares



                             STOCK PURCHASE WARRANT



                           To Purchase Common Stock of



                  AMERICAN INTERNATIONAL PETROLEUM CORPORATION



                   Expires__________________, unless extended
                         pursuant to the terms hereof.



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THE SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"), OR APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED  FOR SALE,  SOLD,  PLEDGED,  ASSIGNED  OR  OTHERWISE
DISPOSED  OF, AND NO TRANSFER OF THE  SECURITIES  WILL BE MADE BY THE COMPANY OR
ITS TRANSFER AGENT, IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


            Void after 5:00 p.m. New York Time, on __________________


           WARRANT TO PURCHASE _______________ SHARES OF COMMON STOCK

                                       OF

                  AMERICAN INTERNATIONAL PETROLEUM CORPORATION


     This Is To Certify That, FOR VALUE RECEIVED,  _______________________  (the
"Holder"),  is entitled to purchase,  subject to the provisions of this Warrant,
from AMERICAN  INTERNATIONAL  PETROLEUM  CORPORATION,  a Nevada corporation (the
"Company"), up to ___________________________ (____________) fully paid, validly
issued  and  non-assessable  shares  of Common  Stock  ("Common  Stock")  of the
Company, par value $.08 per share, at an exercise price of $__________ per share
at any time during the period from the date hereof until 5:00 p.m. Eastern Time,
on  ________________.  The shares of Common Stock deliverable upon such exercise
are  hereinafter  sometimes  referred to as "Warrant  Shares",  and the exercise
price of a Warrant  Share,  as the same may be adjusted  pursuant to Section (f)
below, is hereinafter sometimes referred to as the "Exercise Price".

(a) EXERCISE OF WARRANT.  This Warrant may be exercised in whole on or after the
date hereof and until ___________________;  provided,  however, that if such day
is a day on which banking  institutions  in the State of New York are authorized
by law to close,  then this Warrant may be exercised on the next  succeeding day
which shall not be such a day. This Warrant may be exercised by presentation and
surrender  hereof to the  Company at its  principal  office or to the  Company's
warrant  agent,  if any has been so  appointed,  with the Purchase  Form annexed
hereto duly executed and  accompanied by payment of the Exercise  Price, in cash
or by  certified  or bank  cashier's  check,  for the number of  Warrant  Shares
specified  in such  form.  The  Warrant  shall be deemed to have been  exercised
immediately  prior to the close of  business  on the date of any such  exercise,
provided  that such  exercise is in  accordance  with the  provisions  set forth
herein.  As soon as  practicable  after each such  exercise of the Warrant,  the
Company  shall  issue  or cause  to be  issued  and  delivered  to the  Holder a
certificate or certificates  for the Warrant  Shares,  registered in the name of
the Holder. Upon exercise, the Holder shall be deemed to be the holder of record
of the Warrant  Shares  issuable upon such  exercise,  notwithstanding  that the
stock  transfer  books of the Company shall then be closed or that  certificates
representing  such Warrant Shares shall not then be physically  delivered to the
Holder.

(b)  RESERVATION OF SHARES.  The Company shall at all times reserve for issuance
and/or  delivery  upon  exercise  of this  Warrant  such number of shares of its
Common Stock as shall be required for  issuance  and delivery  upon  exercise of
this Warrant.

(c) FRACTIONAL  SHARES.  No fractional shares or scrip  representing  fractional
shares  shall be issued upon the exercise of this  Warrant.  With respect to any
fraction of a share remaining upon the full exercise  hereof,  the Company shall
pay to the  Holder in lieu of the  issuance  of any  fractional  share  which is
otherwise  issuable  an amount of cash based on the  market  value of the Common
Stock on the last trading day prior to the exercise date.

(d) LOSS OF WARRANT.  Upon receipt by the Company or its warrant agent,  if any,
of evidence  reasonably  satisfactory to it of the loss,  theft,  destruction or
mutilation of this Warrant,  and (in the case of loss,  theft or destruction) of
reasonably satisfactory indemnification,  and upon surrender and cancellation of
this Warrant,  if mutilated,  the Company will execute and deliver a new Warrant
of like tenor and date.


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(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to
any rights of a  shareholder  in the Company,  either at law or equity,  and the
rights of the Holder are limited to those  expressed  in the Warrant and are not
enforceable  against  the  Company  except to the extent set forth  herein.  The
acceptance  of this Warrant by the Holder shall be deemed  consent by the Holder
for the  Company  to enter  into any  warrant  agreement  with a warrant  agent,
provided such warrant  agreement does not adversely  affect any of the rights of
the Holder set forth in this Warrant.

(f) ANTI-DILUTION PROVISIONS.  The Exercise Price shall be subject to adjustment
as set forth below:

(i)            (a)In case the Company shall hereafter (A) pay a dividend or make
          a distribution on its Common Stock in shares of its Common Stock,  (B)
          subdivide its  outstanding  shares of Common Stock, or (C) combine its
          outstanding  shares of Common  Stock into a smaller  number of shares,
          the Exercise Price in effect immediately prior to such action shall be
          adjusted  so that the  Holder,  upon  exercise,  shall be  entitled to
          receive the number of shares of Common Stock of the Company  which the
          Holder  would have owned  immediately  following  such action had such
          Warrant been exercised  immediately prior thereto.  An adjustment made
          pursuant to this subsection shall become effective  immediately  after
          the record date in the case of a dividend and shall  become  effective
          immediately  after the effective  date in the case of a subdivision or
          combination.

               (b)After each  adjustment of the Exercise  Price pursuant to this
          subsection (i), the number of shares of Common Stock  purchasable upon
          the  exercise  of the  Warrant  shall be the number of Warrant  Shares
          receivable upon exercise hereof prior to such adjustment multiplied by
          a fraction,  the  numerator  of which shall be the  original  Exercise
          Price as  defined  above and the  denominator  of which  shall be such
          adjusted Exercise Price.

               (c)In  the  event  the  Company  at any time or from time to time
          after the date hereof and prior to the exercise of this warrant  shall
          make or issue, or fix a record date for the  determination  of holders
          of Common Stock entitled to receive,  a dividend or other distribution
          payable in  securities  of the  Company  other  than  shares of Common
          Stock, then and in each such event provision shall be made so that the
          Holder shall  receive upon exercise of this Warrant in addition to the
          number of shares of Common Stock  receivable  hereupon,  the amount of
          such other  securities  of the Company that it would have received had
          the  Warrant  been  exercised  on the  date  of  such  event  and  had
          thereafter,  during  the  period  form the  date of such  event to and
          including the exercise date, retained such securities receivable by it
          as aforesaid during such period giving  application to all adjustments
          called for during such period  under this  Warrant with respect to the
          rights of the Holder.

          (ii) No adjustment in the Exercise  Price shall be required to be made
     unless such  adjustment  would  require an increase or decrease of at least
     $.05;  provided,  however,  that any  adjustments  which by  reason of this
     subsection  are not required to be made shall be carried  forward and taken
     into account in any  subsequent  adjustment.  All  calculations  under this
     Section (f) shall be made to the nearest cent or to the nearest  tenth of a
     share,  as the case may be, but in no event shall the Company be  obligated
     to issue fractional shares upon the exercise of any Warrant.

          (iii) No adjustment of the Exercise  Price shall be made except on the
     conditions  set  forth  in this  Section  (f).  Without  limitation  of the
     foregoing, there shall be no adjustment pursuant to this Section (f) should
     the Company  issue any  capital  stock for cash or other  consideration  on
     terms approved by the Board of Directors.

          (iv)In  case of any (A)  reclassification  or  change  of  outstanding
     shares  of  Common  Stock  issuable  upon  exercise  of this  Warrant,  (B)
     consolidation  or merger of the Company  with or into  another  corporation
     where the Company is not the surviving  entity or (C) sale or conveyance to
     another  corporation  of the  property  of the  Company as an  entirety  or
     substantially   as   an   entirety,   then,   as  a   condition   of   such
     reclassification,  change,  consolidation,  merger, sale or conveyance, the
     Company, or such successor or purchasing  corporation,  as the case may be,
     shall make
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     lawful and adequate  provision whereby the Holder of the Warrant shall have
     the right  thereafter  to receive on exercise of such  Warrant the kind and
     amount of shares of stock and other securities and property receivable upon
     such reclassification, change, consolidation, merger, sale or conveyance by
     a holder of the number of shares of Common Stock  issuable upon exercise of
     such  Warrant   immediately   prior  to  such   reclassification,   change,
     consolidation,  merger,  sale or conveyance.  Such provisions shall include
     provision  for  adjustments  which shall be as nearly  equivalent as may be
     practicable to the adjustments  provided elsewhere in this Section (f). The
     above  provisions of this Section (f) shall  similarly  apply to successive
     reclassifications  and changes of shares of Common Stock and to  successive
     consolidations, mergers, sales or conveyances.

          (v) In each case of an  adjustment  or  readjustment  of the  Exercise
     Price,  the Company,  at its expense,  shall prepare a certificate  showing
     such  adjustment or  readjustment  signed by the duly elected  Treasurer or
     Chief Financial  Officer of the Company (the "Adjustment  Certificate") and
     shall  mail the  Adjustment  Certificate,  by  first  class  mail,  postage
     prepaid,  to the Holder.  The Adjustment  Certificate  shall set forth such
     adjustment  or  readjustment,  including a brief  summary of the facts upon
     which such adjustment or readjustment is based including a statement of the
     Exercise Price and the number of shares of Common Stock or other securities
     issuable upon exercise of each Warrant  immediately before and after giving
     effect to the applicable adjustment or readjustment. No failure to mail the
     Adjustment  Certificate  nor any defect  therein or in the mailing  thereof
     shall  affect  the  validity  thereof  except as to the  Holder to whom the
     Company  failed to mail such  Adjustment  Certificate,  or except as to the
     Holder whose Adjustment Certificate was defective.

          (g) TRANSFERABILITY;  INVESTMENT REPRESENTATIONS. The Holder shall not
     give,  grant,  sell,  exchange,  transfer  legal title,  pledge,  assign or
     otherwise  encumber or dispose of this  Warrant  unless the  Company  first
     receives an opinion of counsel satisfactory to the Company that the Warrant
     may be  transferred  to the  proposed  transferee  in  compliance  with  an
     exemption under the Securities Act or a safe harbor provision of Regulation
     S under the Securities Act. The Holder,  by acceptance  hereof,  represents
     and warrants that (a) it is acquiring  this Warrant for its own account for
     investment  purposes only and not with a view to its resale or distribution
     and (b) it has no present  intention to resell or otherwise  dispose of all
     or part of this Warrant.  The Company may condition the exercise hereof and
     the  issuance  or  transfer  of  Warrant  Shares  on the  receipt  of  such
     representations  and agreements as may be requested by the Company in order
     to permit such issuance or transfer to be made pursuant to exemptions  from
     registration  under federal and  applicable  state  securities  laws.  Each
     certificate representing this Warrant (or any part thereof) and any Warrant
     Shares shall bear appropriate  legends setting forth these  restrictions on
     transferability.

          (h) REGISTRATION RIGHTS.

               (i) In the event that the Company proposes to file a registration
          statement with respect to any class of securities (other than pursuant
          to a registration statement on Forms S-4 or S-8 or any successor form)
          under the  Securities Act of 1933, as amended (the  "Securities  Act")
          the Company shall notify the Holder at least twenty (20) days prior to
          the filing of such registration statement and will offer to include in
          such registration  statement all or any portion of the Warrant Shares.
          At the written request of the Holder,  delivered to the Company within
          ten (10) days after receipt of the Company's notice,  the Holder shall
          state  the  number  of  Warrant  Shares  that  it  wishes  to  sell or
          distribute  publicly under the proposed  registration  statement.  The
          Company will use its best efforts,  through its  officers,  directors,
          auditors and counsel in all matters  necessary or advisable,  to cause
          such  registration  statement  to  become  effective  as  promptly  as
          practicable.  In that regard,  the Company makes no representations or
          warranties  as to its  ability  to  have  the  registration  statement
          declared  effective.  In the event the Company is advised by the staff
          of  the   Securities   and   Exchange   Commission,   NASDAQ   or  any
          self-regulatory  or state securities  agency that the inclusion of the
          Warrant  Shares  will  prevent,   preclude  or  materially  delay  the
          effectiveness  of a registration  statement  filed by the Company with
          respect to any securities other than the Warrant Shares,  the Company,
          in good faith,  may amend such  registration  statement to exclude the
          Warrant Shares without otherwise  affecting the Holder's rights herein
          with respect to any other registration statement.


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               (ii) Underwriter's  Restrictions.  If a registration statement is
          filed with respect to an  underwritten  registration  on behalf of the
          Company, and if the underwriter thereof advises the Company in writing
          that,  in its opinion,  the number of Warrant  Shares  requested to be
          included in such registration statement exceeds the number that can be
          sold in such  offering  without  materially  adversely  affecting  the
          distribution of securities by the  underwriter,  then the Holder shall
          delay his offering and sale for such period  ending on the earliest of
          (a)  180  days   following  the   effective   date  of  the  Company's
          registration  statement  or (b)  such  date as the  Company,  managing
          underwriter  and Holder shall  otherwise  agree.  In the event of such
          delay,  the  Company  shall  file  such  supplements,   post-effective
          amendments and take any such other steps as may be necessary to permit
          such  Holder  to make his  proposed  offering  and sale for a  minimum
          period  of  ninety  (90) days  immediately  following  the end of such
          period of delay.

               (iii)  Indemnification.  In the event of any  registration of the
          Warrant Shares (or any of them) security pursuant to this Warrant, the
          Company  shall  indemnify  the Holder and its officers  and  directors
          against all losses,  claims,  damages  and  liabilities  caused by any
          untrue  statement  or alleged  untrue  statement  of a  material  fact
          contained in any registration  statement or prospectus (and as amended
          or  supplemented)  relating  to such  registration,  or  caused by any
          omission or alleged  omission to state a material  fact required to be
          stated  therein  or  necessary  to make  the  statements  therein  not
          misleading  in light of the  circumstances  under which they are made,
          unless such  statement  or omission  was made in reliance  upon and in
          conformity with information furnished to the Company in writing by the
          Holder expressly for use therein.  The Holder shall notify the Company
          as soon as  practicable  following  receipt of notice of any action or
          proceeding or threatened  action or proceeding  related to any alleged
          liability  in respect of which  indemnity  may be sought  against  the
          Company, and the Company shall, at its sole option, assume the defense
          of  such   action  or   proceeding   (employing   counsel   reasonably
          satisfactory to the Holder);  provided,  however, failure to so notify
          the  Company  shall not  relieve  the  Company of its  indemnification
          obligations hereunder unless such failure materially adversely affects
          the Company's  defense of such action or proceeding.  The Holder shall
          have the right to  employ  separate  counsel  in any such  action  and
          participate in the defense thereof,  but the fees and expenses of such
          counsel  shall  not  be at  the  expense  of the  Company  unless  the
          employment  of such counsel has been  specifically  authorized  by the
          Company.  The Company  shall not be liable to indemnify any person for
          any settlement of any such action or proceeding  effected  without the
          Company's  written  consent.  The  Holder  shall  also  indemnify  the
          Company,  its  officers  and  directors  and each  underwriter  of the
          offering so  registered  with respect to losses,  claims,  damages and
          liabilities  caused by any  untrue  statement  of a  material  fact or
          omission to state a material fact  required to be stated  therein made
          in reliance upon and in conformity with  information  furnished by the
          Holder  to  the  Company  in  writing   expressly   for  use  in  such
          registration statement or prospectus.

               (iv) Expenses.  All expenses of any  registration  referred to in
          this  Warrant,  except  any fees and  disbursements  of counsel to the
          Holder,  underwriting  commissions or discounts, any transfer or other
          taxes applicable to the Warrant and/or Warrant Shares,  shall be borne
          by the Company.

(i) NOTICES.  All notices and other  communications which are required or may be
given  under this  Warrant  shall be in writing and shall be deemed to have been
duly given when  delivered  in person or  transmitted  by fax, one (1) day after
being sent by overnight  courier  service or three (3) days after being  mailed,
first-class  postage prepaid,  in the case of the Company to 444 Madison Avenue,
New York,  New York,  and in the case of the  Holder to the  address  previously
given to the Company by the  Holder,  or to such  address as either  party shall
have  specified  by  notice  to the other  party  hereto.  If notice is given by
registered  or  certified  first class mail,  postage  prepaid,  return  receipt
requested,  the return receipt shall be conclusive evidence of the notice having
been mailed on the date set forth.


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(j) MISCELLANEOUS. This Warrant contains the entire agreement and supersedes all
prior agreements and understandings, oral or written, between the parties hereto
with  respect to the  subject  matter  hereof.  This  Warrant may not be changed
orally,  but only by an  agreement in writing  signed by the party  against whom
enforcement  is sought;  provided  however,  that this Warrant may be amended or
modified  without the consent of the Holder if such  amendment  or  modification
does not adversely affect the rights of the Holder hereunder.  This Warrant will
not be assigned by either party hereto and shall be  interpreted  under the laws
of the State of New York without  application  to the principles of conflicts of
laws.

                  AMERICAN INTERNATIONAL PETROLEUM CORPORATION


              By:

                  Denis J. Fitzpatrick, Chief Financial Officer

Dated: ______________________


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                                  PURCHASE FORM


The undersigned  hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing  ________________________ shares of Common Stock and hereby
makes payment of _______________________ in payment of the actual exercise price
thereof.



                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name
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(Please typewrite or print in block letters)

Address
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Signature
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                                 ASSIGNMENT FORM


FOR VALUED RECEIVED,
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hereby sells, assigns and transfers unto


Name
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(Please typewrite or print in block letters)

Address
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the right to purchase Common Stock  represented by this Warrant to the extent of
____________  shares  as to which  such  right is  exercisable  and does  hereby
irrevocably constitute and appoint  _____________________  Attorney, to transfer
the same on the books of the  Company  with full  power of  substitution  in the
premises.

Date          , 2000
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Signature
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