Exhibit 4.45


                          Registration Rights Agreement



                                   dated as of



                                 April 24, 2001


                                 by and between



                  American International Petroleum Corporation,



                      GCA Strategic Investment Fund Limited



                                       and



                               LKB Financial, LLC


<PAGE>

                                TABLE OF CONTENTS


1.   Introduction...........................................................1
     1.1   Securities Purchase Agreement....................................1
     1.2   Definition of Securities.........................................1
     1.3   Trading Market Representation....................................1

2.   Registration under Securities Act, etc.................................1
     2.1   Mandatory Registration...........................................1
           (a)  Registration of Registrable Securities......................1
           (b)  Registration Statement Form.................................2
           (c)  Expenses....................................................2
           (d)  Effective Registration Statement............................2
           (e)  Plan of Distribution........................................2
     2.2   Incidental Registration..........................................3
           (a)  Right to Include Registrable Securities.....................3
           (b)  Priority in Incidental Registrations........................3
     2.3   Registration Procedures..........................................4
     2.4   Underwritten Offerings...........................................7
           (a)  Incidental Underwritten Offerings...........................7
           (b)  Holdback Agreements.........................................7
           (c)  Participation in Underwritten Offerings.....................7
     2.5   Preparation; Reasonable Investigation............................8
     2.6   Registration Default Fee.........................................8
     2.7   Indemnification..................................................8
           (a)  Indemnification by the Company..............................8
           (b)  Indemnification by the Sellers..............................9
           (c)  Notices of Claims, etc......................................9
           (d)  Other Indemnification......................................10
           (e)  Indemnification Payments...................................10
           (f)  Contribution...............................................10

3.   Definitions...........................................................11

4.   Rule 144..............................................................13

5.   Amendments and Waivers................................................13

6.   Nominees for Beneficial Owners........................................14

7.   Notices...............................................................14

8.   Assignment............................................................14

9.   Descriptive Headings..................................................14


<PAGE>


10.  Governing Law.........................................................14

11.  Counterparts..........................................................15

12.  Entire Agreement......................................................15

13.  Severability..........................................................15

<PAGE>


                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION  RIGHTS  AGREEMENT (this  "Agreement"),  dated as of April 24,
2001, between American International Petroleum Corporation, a Nevada corporation
(the "Company"), LKB Financial, LLC, a Georgia limited liability company ("LKB")
and GCA Strategic Investment Fund Limited (the "Fund").

     1. Introduction.

          1.1 Securities Purchase Agreement. The Company and the Fund have today
     executed  that  certain  Securities  Purchase  Agreement  (the  "Securities
     Purchase Agreement"), pursuant to which the Company has agreed, among other
     things,  to issue up to an aggregate of Three  Million  Three Hundred Forty
     Thousand Dollars  ($3,340,000.00) (U.S.) principal amount of 3% Convertible
     Debentures of the Company (the "Debentures") to the Fund or its successors,
     assigns or transferees  (collectively,  the "Holders").  The Debentures are
     convertible  into  an  indeterminable  number  of  shares  (the  "Debenture
     Conversion  Shares") of the  Company's  common  stock,  $.08 per share (the
     "Common  Stock")  pursuant  to the terms of the  Debentures.  In  addition,
     pursuant  to the  terms  of  the  Securities  Purchase  Agreement  and  the
     transactions  contemplated  thereby, the Company has agreed to issue to the
     Fund warrants exercisable for up to an aggregate of 1,500,000 shares of the
     Company's Common Stock and to LKB warrants exercisable for 1,000,000 shares
     of the Company's Common Stock  (collectively,  the "Warrant  Shares").  The
     number of  Debenture  Conversion  Shares and  Warrant  Shares is subject to
     adjustment  upon the  occurrence  of stock  splits,  recapitalizations  and
     similar events occurring after the date hereof.

          1.2 Definition of Securities.  The Debenture Conversion Shares and the
     Warrant Shares are herein referred to as the "Securities."

          1.3 Trading  Representation.  The Company represents and warrants that
     the  Company's  Common  Stock is  currently  eligible  for  trading  on OTC
     Bulletin Board under the symbol "AIPN." Certain  capitalized  terms used in
     this  Agreement  are  defined in Section 3 hereof;  references  to sections
     shall be to sections of this Agreement.

     2. Registration under Securities Act, etc.

          2.1 Mandatory Registration.

               (a)  Registration  of Registrable  Securities.  The Company shall
          file within ten (10) days of the date hereof  (the  "Amendment  Filing
          Date"),  an  amendment to its  currently  effective  S-1  Registration
          Statement No. 333-55484 (the  "Registration  Statement  Amendment") to
          register  the resale of the  Debenture  Conversion  Shares and Warrant
          Shares.  In the  event  the  Company  fails to file  the  Registration
          Statement Amendment by the Amendment Filing Date, the Company will pay
          liquidated  damages to the Fund in the  amount of 1% of the  principal
          amount  of  the  then   outstanding   Debentures  per  day  until  the
          Registration  Statement  Amendment has been filed. If the Registration
          Statement  Amendment  does not  include a number of shares to register
          the  resale of all of the  Debenture  Conversion  Shares  and  Warrant
          Shares,  the Company  shall  prepare  and file  within  seven (7) days
          following the Company's  Annual Meeting of Shareholders  for 2001 (the
          "Filing   Date"),   a  registration   statement   (the   "Registration
          Statement")  to  register  not  less  than  30,000,000  shares  of the
          Company's  Common  Stock  to  cover  the  resale  of  the  Registrable
          Securities and the shares of Common Stock issuable upon  conversion of
          the  restructured  Bridge  Notes  (as  such  term  is  defined  in the
          Securities Purchase Agreement). In the event the Company fails to file
          the Registration Statement by the Filing Date, the Company will pay to
          the Fund  liquidated  damages in the  amount of 1% of the  outstanding
          principal  amount of then  outstanding  Debentures  per day until such
          Registration  Statement has been filed. The Company shall use its best
          efforts to cause the Registration  Statement to be declared  effective
          by the  Commission on the earlier of (i) 60 days  following the Filing
          Date or (ii) ten (10) days  following  the receipt of a "No Review" or
          similar  letter  from  the  Commission  (the  "Required  Effectiveness
          Date").  Nothing  contained herein shall be deemed to limit the number
          of Registrable  Securities to be registered by the Company  hereunder.
          As a result,  should  the  Registration  Statement  not  relate to the
          maximum number of Registrable  Securities  acquired by (or potentially
          acquirable by) the holders  thereof upon conversion of the Debentures,
          or exercise of the Common Stock Purchase Warrants described in Section
          1 above,  the Company  shall be  required to promptly  file a separate
          registration  statement  (utilizing  Rule 462  promulgated  under  the
          Exchange  Act,  where   applicable)   relating  to  such   Registrable
          Securities  which then remain  unregistered.  The  provisions  of this
          Agreement shall relate to any such Registration Statement and any such
          separate  registration  statement  as if it were an  amendment  to the
          Registration Statement.


                                       1
<PAGE>

               (b) Registration Statement Form. Registrations under this Section
          2.1 shall be on Form S-1 or such other  appropriate  registration form
          of the Commission as shall permit the disposition of such  Registrable
          Securities  in  accordance  with the  intended  method or  methods  of
          disposition  specified by the Fund; provided,  however,  such intended
          method of deposition shall not include an underwritten offering of the
          Registrable Securities.

               (c) Expenses.  The Company will pay all Registration  Expenses in
          connection with any registration required by this Section 2.1.

               (d) Effective  Registration  Statement.  A registration requested
          pursuant to this Section 2.1 shall not be deemed to have been effected
          (i) unless a registration  statement  with respect  thereto has become
          effective  within the time period  specified  herein,  provided that a
          registration which does not become effective after the Company filed a
          registration  statement  with respect  thereto solely by reason of the
          refusal to proceed of any holder of Registrable Securities (other than
          a refusal to proceed based upon the advice of counsel in the form of a
          letter signed by such counsel and provided to the Company  relating to
          a disclosure  matter unrelated to such holder) shall be deemed to have
          been  effected  by the Company  unless the holders of the  Registrable
          Securities  shall have  elected to pay all  Registration  Expenses  in
          connection  with  such  registration,  (ii) if,  after  it has  become
          effective,  such  registration  becomes  subject  to any  stop  order,
          injunction  or  other  order  or  extraordinary   requirement  of  the
          Commission  or other  governmental  agency or court for any  reason or
          (iii) if, after it has become effective,  such registration  ceases to
          be effective for more than an aggregate of twenty (20) days.

               (e) Plan of  Distribution.  The  Company  hereby  agrees that the
          Registration  Statement shall include a plan of  distribution  section
          reasonably acceptable to the Fund.


                                       2
<PAGE>

          2.2 Incidental Registration.

               (a) Right to Include Registrable Securities. If at any time after
          the date hereof but before the third  anniversary  of the date hereof,
          the  Company  proposes  to register  any of its  securities  under the
          Securities  Act (other than by a  registration  in connection  with an
          acquisition  in a  manner  which  would  not  permit  registration  of
          Registrable  Securities  for sale to the  public,  on Form S-8, or any
          successor form thereto, on Form S-4, or any successor form thereto and
          other than pursuant to Section 2.1), on an underwritten  basis (either
          best-efforts  or  firm-commitment),  then,  the Company will each such
          time give prompt  written notice to all Holders of its intention to do
          so and of such  Holders"  rights  under  this  Section  2.2.  Upon the
          written  request of any such Holder made within twenty (20) days after
          the  receipt of any such  notice  (which  request  shall  specify  the
          Registrable  Securities  intended  to be disposed of by such Holder an
          and the intended  method of  disposition  thereof),  the Company will,
          subject  to  the  terms  of  this  Agreement,   use  its  commercially
          reasonable  best  efforts  to  effect  the   registration   under  the
          Securities Act of the Registrable Securities,  to the extent requisite
          to permit the  disposition  (in accordance  with the intended  methods
          thereof  as  aforesaid)  of  such  Registrable  Securities  so  to  be
          registered,  by  inclusion  of  such  Registrable  Securities  in  the
          registration  statement which covers the securities  which the Company
          proposes  to  register,  provided  that if, at any time after  written
          notice of its  intention to register any  securities  and prior to the
          effective date of the registration  statement filed in connection with
          such  registration,  the Company shall determine for any reason either
          not to  register  or to delay  registration  of such  securities,  the
          Company  may,  at  its   election,   give   written   notice  of  such
          determination  to each  Holder  and,  thereupon,  (i) in the case of a
          determination not to register, shall be relieved of this obligation to
          register  any   Registrable   Securities  in   connection   with  such
          registration  (but  not from its  obligation  to pay the  Registration
          Expenses in connection therewith),  without prejudice, however, to the
          rights of any holder or holders of Registrable  Securities entitled to
          do so to request that such  registration be effected as a registration
          under  Section 2.1, and (ii) in the case of a  determination  to delay
          registering,  shall be permitted to delay  registering any Registrable
          Securities, for the same period as the delay in registering such other
          securities.  No  registration  effected  under this  Section 2.2 shall
          relieve the Company of its obligation to effect any registration  upon
          request under Section 2.1, nor shall any such  registration  hereunder
          be deemed to have been  effected  pursuant to Section 2.1. The Company
          will  pay  all   Registration   Expenses  in   connection   with  each
          registration  of  Registrable  Securities  requested  pursuant to this
          Section  2.2.  The  right  provided  the  Holders  of the  Registrable
          Securities pursuant to this Section shall be exercisable at their sole
          discretion  and will in no way limit any of the Company's  obligations
          to pay the Securities according to their terms.

               (b)  Priority  in  Incidental  Registrations.   If  the  managing
          underwriter of the underwritten  offering contemplated by this Section
          2.2 shall inform the Company and holders of the Registrable Securities
          requesting  such  registration by letter of its belief that the number
          of securities  requested to be included in such  registration  exceeds
          the number which can be sold in such  offering,  then the Company will
          include in such  registration,  to the extent of the number  which the
          Company  is so  advised  can be  sold  in  such  offering,  (i)  first
          securities proposed by the Company to be sold for its own account, and
          (iii) second  Registrable  Securities  and securities of other selling
          security  holders  requested to be included in such  registration  pro
          rata on the  basis of the  number  of  shares  of such  securities  so
          proposed  to be  sold  and  so  requested  to be  included;  provided,
          however, the holders of Registrable  Securities shall have priority to
          all shares  sought to be  included by officers  and  directors  of the
          Company  as  well  as  holders  of ten  percent  (10%)  or more of the
          Company's Common Stock.

                                       3
<PAGE>

          2.3 Registration  Procedures.  If and whenever the Company is required
     to  effect  the  registration  of  any  Registrable  Securities  under  the
     Securities  Act as provided in Section 2.1 and,  as  applicable,  2.2,  the
     Company shall, as expeditiously as possible:

               (i)  prepare  and  file  with  the  Commission  the  Registration
          Statement Amendment,  Registration Statement or amendments thereto, to
          effect such registration  (including such audited financial statements
          as may be required by the Securities Act or the rules and  regulations
          promulgated thereunder) and thereafter use its commercially reasonable
          best  efforts  to cause such  registration  statement  to be  declared
          effective by the Commission, as soon as practicable,  but in any event
          no later  than the  Required  Effectiveness  Date  (with  respect to a
          registration pursuant to Section 2.1); provided,  however, that before
          filing such  registration  statement or any  amendments  thereto,  the
          Company  will  furnish  to the  counsel  selected  by the  holders  of
          Registrable  Securities which are to be included in such registration,
          copies of all such documents proposed to be filed;

               (ii) with respect to any  registration  statement or registration
          statement amendment pursuant to Section 2.1, prepare and file with the
          Commission  such  amendments  and  supplements  to  such  registration
          statement and the  prospectus  used in connection  therewith as may be
          necessary to keep such registration  statement effective and to comply
          with  the  provisions  of  the  Securities  Act  with  respect  to the
          disposition of all Registrable Securities covered by such registration
          statement  until the earlier to occur of five (5) years after the date
          of this  Agreement(subject  to the right of the Company to suspend the
          effectiveness  thereof  for not more  than 10  consecutive  days or an
          aggregate  of 30 days in such five (5) years  period)  or such time as
          all of the  securities  which  are the  subject  of such  registration
          statement  cease to be Registrable  Securities  (such period,  in each
          case, the "Registration Maintenance Period");

               (iii) furnish to each seller of Registrable Securities covered by
          such  registration  statement such number of conformed  copies of such
          registration  statement  and of each  such  amendment  and  supplement
          thereto (in each case including all  exhibits),  such number of copies
          of the prospectus contained in such registration  statement (including
          each preliminary  prospectus and any summary prospectus) and any other
          prospectus   filed  under  Rule  424  under  the  Securities  Act,  in
          conformity with the requirements of the Securities Act, and such other
          documents,  as such seller and  underwriter,  if any,  may  reasonably
          request in order to facilitate the public sale or other disposition of
          the Registrable Securities owned by such seller;

               (iv) use its commercially  reasonable best efforts to register or
          qualify all  Registrable  Securities and other  securities  covered by
          such  registration  statement under such other securities laws or blue
          sky laws as any seller thereof shall reasonably  request, to keep such
          registrations  or  qualifications  in  effect  for  so  long  as  such
          registration  statement  remains in effect,  and take any other action
          which may be reasonably  necessary to enable such seller to consummate
          the disposition in such  jurisdictions of the securities owned by such
          seller,  except  that the  Company  shall not for any such  purpose be
          required to qualify generally to do business as a foreign  corporation
          in any  jurisdiction  wherein it would not but for the requirements of
          this subdivision (iv) be obligated to be so qualified or to consent to
          general service of process in any such jurisdiction;


                                       4
<PAGE>

               (v) use its  commercially  reasonable  best  efforts to cause all
          Registrable  Securities  covered by such registration  statement to be
          registered  with or  approved by such other  governmental  agencies or
          authorities  as may be  necessary  to enable  the  seller  or  sellers
          thereof to consummate the disposition of such Registrable Securities;

               (vi)  furnish to each seller of  Registrable  Securities a signed
          counterpart,  addressed to such seller, and the underwriters,  if any,
          of:

                    (A) an  opinion  of  counsel  for  the  Company,  dated  the
               effective  date  of  such  registration  statement  (or,  if such
               registration includes an underwritten public offering, an opinion
               dated   the  date  of  the   closing   under   the   underwriting
               agreement),reasonably  satisfactory in form and substance to such
               seller)   including   that  the  prospectus  and  any  prospectus
               supplement forming a part of the Registration  Statement does not
               contain  an  untrue  statement  of a  material  fact  or  omits a
               material fact required to be stated therein or necessary in order
               to make the  statements  therein,  in light of the  circumstances
               under which they were made, not misleading, and

                    (B) a "comfort"  letter (or, in the case of any Person which
               does not satisfy the conditions for receipt of a "comfort" letter
               specified in Statement on Auditing  Standards  No. 72, an "agreed
               upon  procedures"  letter),  dated  the  effective  date  of such
               registration  statement  (and, if such  registration  includes an
               underwritten  public  offering,  a letter of like kind  dated the
               date of the closing under the underwriting agreement),  signed by
               the  independent   public  accountants  who  have  certified  the
               Company's  financial  statement  included  in  such  registration
               statement,  covering  substantially the same matters with respect
               to such  registration  statement  (and  the  prospectus  included
               therein)  and,  in the  case  of the  accountants"  letter,  with
               respect  to  events  subsequent  to the  date of  such  financial
               statements,  as are  customarily  covered in opinions of issuer's
               counsel and in accountants" letters delivered to the underwriters
               in underwritten public offerings of securities (with, in the case
               of an "agreed upon  procedures"  letter,  such  modifications  or
               deletions  as  may  be  required  under   Statement  on  Auditing
               Standards  No. 35) and, in the case of the  accountants"  letter,
               such  other  financial  matters,  and,  in the case of the  legal
               opinion,  such  other  legal  matters,  as  such  seller  (or the
               underwriters, if any) may reasonably request;

               (vii) notify the Sellers" Representative and its counsel promptly
          and  confirm  such  advice in writing  promptly  after the Company has
          knowledge thereof:

                    (A)  when  the   Registration   Statement   Amendment,   the
               Registration   Statement,   the   prospectus  or  any  prospectus
               supplement  related  thereto or  post-effective  amendment to the
               Registration  Statement has been filed,  and, with respect to the
               Registration  Statement Amendment,  the Registration Statement or
               any post-effective  amendment  thereto,  when the same has become
               effective;

                    (B) of any  request  by the  Commission  for  amendments  or
               supplements  to  the  Registration   Statement   Amendment,   the
               Registration  Statement  or  the  prospectus  or  for  additional
               information;

                    (C) of the  issuance  by the  Commission  of any stop  order
               suspending  the  effectiveness  of  the  Registration   Statement
               Amendment, or the Registration Statement or the initiation of any
               proceedings by any Person for that purpose; and

                    (D) of the receipt by the Company of any  notification  with
               respect to the suspension of the qualification of any Registrable
               Securities  for sale under the securities or blue sky laws of any
               jurisdiction  or the  initiation or threat of any  proceeding for
               such purpose;


                                       5
<PAGE>

               (viii) notify each seller of  Registrable  Securities  covered by
          such registration  statement,  at any time when a prospectus  relating
          thereto is required to be delivered  under the  Securities  Act,  upon
          discovery  that,  or upon the  happening  of any  event as a result of
          which, the prospectus included in such registration statement, as then
          in effect, includes an untrue statement of a material fact or omits to
          state any material facts required to be stated therein or necessary to
          make  the  statements  therein  not  misleading  in the  light  of the
          circumstances  then  existing,  and at the  request of any such seller
          promptly  prepare and furnish to such  seller a  reasonable  number of
          copies of a supplement to or an amendment of such prospectus as may be
          necessary so that, as thereafter  delivered to the  purchasers of such
          securities, such prospectus shall not include an untrue statement of a
          material  fact or omit to state a material  fact required to be stated
          therein or necessary to make the statements  therein not misleading in
          the light of the circumstances then existing;

               (ix) use its best efforts to obtain the  withdrawal  of any order
          suspending the effectiveness of the Registration  Statement Amendment,
          or the Registration Statement at the earliest possible moment;

               (x) otherwise  use its  commercially  reasonable  best efforts to
          comply with all applicable  rules and  regulations of the  Commission,
          and make  available to its  security  holders,  as soon as  reasonably
          practicable,  an earnings  statement  covering  the period of at least
          twelve months,  but not more than eighteen months,  beginning with the
          first  full  calendar   month  after  the   effective   date  of  such
          registration  statement,  which earnings  statement  shall satisfy the
          provisions  of  Section  11(a)  of the  Securities  Act and  Rule  158
          thereunder;

               (xi) enter into such  agreements  and take such other  actions as
          the Sellers'  Representative  shall reasonably  request in writing (at
          the  expense of the  requesting  or  benefiting  sellers)  in order to
          expedite or facilitate the disposition of such Registrable Securities;
          and

               (xii) use its  commercially  reasonable  best efforts to list all
          Registrable  Securities covered by such registration  statement on any
          securities  exchange on which any of the  Registrable  Securities  are
          then listed.

     The Company may require each seller of  Registrable  Securities as to which
any  registration  is being  effected to furnish the  Company  such  information
regarding such seller and the distribution of such securities as the Company may
from time to time reasonably request in writing.

     The Company will not file any  registration  statement  pursuant to Section
2.1, or amendment thereto or any prospectus or any supplement thereto (including
such  documents  incorporated  by  reference  and proposed to be filed after the
initial   filing  of  the   Registration   Statement   to  which  the   Sellers"
Representative shall reasonably object,  provided that the Company may file such
documents in a form required by law or upon the advice of its counsel.

     The  Company   represents  and  warrants  to  each  holder  of  Registrable
Securities   that  it  has  obtained  all   necessary   waivers,   consents  and
authorizations   necessary  to  execute  this   Agreement  and   consummate  the
transactions  contemplated  hereby  other  than such  waivers,  consents  and/or
authorizations specifically contemplated by the Securities Purchase Agreement.

     The Fund agrees  that,  upon  receipt of any notice from the Company of the
occurrence  of any event of the kind  described  in  subdivision  (viii) of this
Section 2.3,  the Fund will  forthwith  discontinue  the Fund's  disposition  of
Registrable  Securities pursuant to the Registration  Statement relating to such
Registrable   Securities   until  the  Fund's  receipt  of  the  copies  of  the
supplemented or amended  prospectus  contemplated by subdivision  (viii) of this
Section 2.3 and, if so directed by the Company,  will deliver to the Company (at
the Company's expense) all copies, other than permanent file copies, then in the
Fund's  possession of the  prospectus  relating to such  Registrable  Securities
current at the time of receipt of such notice.


                                       6
<PAGE>

          2.4 Underwritten Offerings.

               (a) Incidental Underwritten Offerings. If the Company at any time
          proposes to register any of its securities under the Securities Act as
          contemplated  by Section 2.2 and such securities are to be distributed
          by or through one or more underwriters, the Company will, if requested
          by any holder of Registrable Securities as provided in Section 2.2 and
          subject to the  provisions  of Section  2.2(a),  use its  commercially
          reasonable  best efforts to arrange for such  underwriters  to include
          all the  Registrable  Securities to be offered and sold by such holder
          among the securities to be distributed by such underwriters.

               (b)  Holdback  Agreements.   Subject  to  such  other  reasonable
          requirements  as may be imposed by the  underwriter  as a condition of
          inclusion of the Fund's  Registrable  Securities  in the  registration
          statement,  the Fund agrees by acquisition of Registrable  Securities,
          if so  required by the  managing  underwriter,  not to sell,  make any
          short sale of, loan,  grant any option for the purchase of, effect any
          public sale or distribution of or otherwise dispose of, except as part
          of  such  underwritten  registration,  any  equity  securities  of the
          Company,  during  such  reasonable  period  of time  requested  by the
          underwriter;  provided  however,  such period shall not exceed the 120
          day  period  commencing  30 days  prior  to the  commencement  of such
          underwritten  offering and ending 90 days  following the completion of
          such underwritten offering.

               (c)  Participation  in  Underwritten   Offerings.  No  holder  of
          Registrable  Securities may participate in any  underwritten  offering
          under  Section 2.2 unless such holder of  Registrable  Securities  (i)
          agrees to sell such Person's  securities on the basis  provided in any
          underwriting   arrangements   approved,   subject  to  the  terms  and
          conditions  hereof,  by  the  holders  of a  majority  of  Registrable
          Securities  to be  included  in such  underwritten  offering  and (ii)
          completes and executes all questionnaires,  indemnities,  underwriting
          agreements  and  other  documents  (other  than  powers  of  attorney)
          required   under   the  terms  of  such   underwriting   arrangements.
          Notwithstanding  the foregoing,  no  underwriting  agreement (or other
          agreement in connection  with such offering)  shall require any holder
          of Registrable  Securities to make an representations or warranties to
          or  agreements  with  the  Company  or  the  underwriters  other  than
          representations  and  warranties  contained in a writing  furnished by
          such holder expressly for use in the related registration statement or
          representations,  warranties or agreements regarding such holder, such
          holder's  Registrable  Securities and such holder's intended method of
          distribution and any other representation required by law.


                                       7
<PAGE>

          2.5  Preparation;  Reasonable  Investigation.  In connection  with the
     preparation  and filing of each  registration  statement  and  registration
     statement  amendment  under the Securities Act pursuant to this  Agreement,
     the Company  will give the  holders of  Registrable  Securities  registered
     under  such  registration  statement,  and  their  respective  counsel  and
     accountants,  the  opportunity to  participate  in the  preparation of such
     registration statement,  each prospectus included therein or filed with the
     Commission, and each amendment thereof or supplement thereto, and will give
     each of them such access to its books and records and such opportunities to
     discuss the business of the Company  with its officers and the  independent
     public accountants who have certified its financial  statements as shall be
     necessary,   in  the   reasonable   opinion  of  such   holders"  and  such
     underwriters"  respective  counsel,  to conduct a reasonable  investigation
     within the meaning of the Securities Act.

          2.6   Registration   Default  Fee.  If  the   Registration   Statement
     contemplated  in Section 2.1 is (x) not declared  effective by the Required
     Effectiveness  Date or (y) such  effectiveness  is not  maintained  for the
     Registration Maintenance Period, then the Company shall pay to the Fund the
     Default Fee specified in Section 10.4 of the Securities Purchase Agreement.

          2.7 Indemnification.

               (a)   Indemnification  by  the  Company.  In  the  event  of  any
          registration  of any  securities of the Company  under the  Securities
          Act, the Company  will,  and hereby does agree to  indemnify  and hold
          harmless  the  holder of any  Registrable  Securities  covered by such
          registration  statement  or  registration  statement  amendment,   its
          directors  and  officers,  each other  Person who  participates  as an
          underwriter in the offering or sale of such  securities and each other
          Person,  if any,  who  controls  such  holder or any such  underwriter
          within the meaning of the Securities  Act against any losses,  claims,
          damages or liabilities,  joint or several, to which such holder or any
          such  director or officer or  underwriter  or  controlling  person may
          become subject under the Securities Act or otherwise,  insofar as such
          losses,  claims,  damages or liabilities  (or actions or  proceedings,
          whether  commenced or threatened,  in respect thereof) arise out of or
          are based upon any untrue statement or alleged untrue statement of any
          material fact contained in any registration statement under which such
          securities were  registered  under the Securities Act, any preliminary
          prospectus,  final prospectus or summary prospectus contained therein,
          or any  amendment or  supplement  thereto,  or any omission or alleged
          omission  to state  therein  a  material  fact  required  to be stated
          therein or necessary to make the  statements  therein not  misleading,
          and the Company  will  reimburse  such holder and each such  director,
          officer, underwriter and controlling person for any legal or any other
          expenses  reasonably incurred by them in connection with investigating
          or defending any such loss,  claim,  liability,  action or proceeding,
          provided  that the Company shall not be liable in any such case to the
          extent that any such loss,  claim,  damage,  liability,  (or action or
          proceeding  in respect  thereof) or expense  arises out of or is based
          upon an untrue  statement or alleged  untrue  statement or omission or
          alleged  omission  made  in  such  registration  statement,  any  such
          preliminary   prospectus,   final  prospectus,   summary   prospectus,
          amendment  or  supplement  in  reliance  upon and in  conformity  with
          written  information  furnished  to the  Company  by  such  holder  or
          underwriter stating that it is for use in the preparation thereof and,
          provided  further  that the Company  shall not be liable to any Person
          who  participates  as an  underwriter  in  the  offering  or  sale  of
          Registrable  Securities or to any other  Person,  if any, who controls
          such underwriter within the meaning of the Securities Act, in any such
          case to the extent that any such loss,  claim,  damage,  liability (or
          action or proceeding in respect thereof) or expense arises out of such
          Person's  failure to send or give a copy of the final  prospectus,  as
          the same may be then supplemented or amended, within the time required
          by the  Securities  Act to the Person  asserting  the  existence of an
          untrue  statement or alleged  untrue  statement or omission or alleged
          omission  at or  prior  to the  written  confirmation  of the  sale of
          Registrable  Securities  to such Person if such  statement or omission
          was  corrected in such final  prospectus or an amendment or supplement
          thereto.  Such  indemnity  shall  remain  in  full  force  and  effect
          regardless of any investigation made by or on behalf of such holder or
          any such director,  officer,  underwriter  or  controlling  person and
          shall survive the transfer of such securities by such holder.


                                       8
<PAGE>

               (b) Indemnification by the Sellers. The Company may require, as a
          condition to including any Registrable  Securities in any registration
          statement or amendment thereto filed pursuant to this Agreement,  that
          the Company shall have received an undertaking satisfactory to it from
          the prospective  seller of such Registrable  Securities,  to indemnify
          and hold  harmless  (in the same  manner and to the same extent as set
          forth  in  subdivision  (a) of this  Section  2.7) the  Company,  each
          director of the  Company,  each  officer of the Company and each other
          Person,  if any, who  controls  the Company  within the meaning of the
          Securities Act, with respect to any statement or alleged  statement in
          or omission or alleged omission from such registration statement,  any
          preliminary   prospectus,   final  prospectus  or  summary  prospectus
          contained  therein,  or any amendment or supplement  thereto,  if such
          statement  or alleged  statement  or omission or alleged  omission was
          made in  reliance  upon and in  conformity  with  written  information
          furnished to the Company  through an instrument  duly executed by such
          seller  specifically  stating that it is for use in the preparation of
          such registration statement, preliminary prospectus, final prospectus,
          summary prospectus,  amendment or supplement. Any such indemnity shall
          remain in full force and effect,  regardless of any investigation made
          by or on  behalf  of the  Company  or any such  director,  officer  or
          controlling  person and shall survive the transfer of such  securities
          by such seller.

               (c)  Notices  of  Claims,  etc.  Promptly  after  receipt  by  an
          indemnified  party of  notice  of the  commencement  of any  action or
          proceeding involving a claim referred to in the preceding subdivisions
          of this  Section  2.7,  such  indemnified  party  will,  if a claim in
          respect  thereof is to be made  against an  indemnifying  party,  give
          written  notice to the  latter  of the  commencement  of such  action,
          provided that the failure of any  indemnified  party to give notice as
          provided  herein  shall  not  relieve  the  indemnifying  party of its
          obligations  under the  preceding  subdivisions  of this  Section 2.7,
          except  to  the  extent  that  the  indemnifying   party  is  actually
          prejudiced by such failure to give notice.  In case any such action is
          brought  against  an  indemnified  party,  unless in such  indemnified
          party's  reasonable  judgment  a conflict  of  interest  between  such
          indemnified  and  indemnifying  parties  may exist in  respect of such
          claim, the indemnifying  party shall be entitled to participate in and
          to assume the defense  thereof,  jointly  with any other  indemnifying
          party similarly  notified,  to the extent that the indemnifying  party
          may wish, with counsel  reasonably  satisfactory  to such  indemnified
          party,  and  after  notice  from  the   indemnifying   party  to  such
          indemnified  party of its  election so to assume the defense  thereof,
          the indemnifying  party shall not be liable to such indemnified  party
          for any legal or other expenses subsequently incurred by the latter in
          connection  with the defense  thereof other than  reasonable  costs of
          investigation. No indemnifying party shall, without the consent of the
          indemnified party,  consent to entry of any judgment or enter into any
          settlement   of  any  such  action   which  does  not  include  as  an
          unconditional  term thereof the giving by the claimant or plaintiff to
          such indemnified party of a release from all liability,  or a covenant
          not to sue,  in respect to such claim or  litigation.  No  indemnified
          party  shall  consent  to entry  of any  judgment  or  enter  into any
          settlement of any such action the defense of which has been assumed by
          an indemnifying party without the consent of such indemnifying party.


                                       9
<PAGE>

               (d)  Other  Indemnification.   Indemnification  similar  to  that
          specified  in the  preceding  subdivisions  of this  Section 2.7 (with
          appropriate  modifications)  shall be given  by the  Company  and each
          seller  of  Registrable  Securities  (but  only  if and to the  extent
          required  pursuant to the terms of Section 2.7(b)) with respect to any
          required  registration or other  qualification of securities under any
          Federal  or state law or  regulation  of any  governmental  authority,
          other than the Securities Act.

               (e) Indemnification  Payments.  The  indemnification  required by
          this  Section  2.7 shall be made by  periodic  payments  of the amount
          thereof during the course of the investigation or defense, as and when
          bills are received or expense, loss, damage or liability is incurred.

               (f)  Contribution.  If the  indemnification  provided  for in the
          preceding  subdivision  of  this  Section  2.7  is  unavailable  to an
          indemnified party in respect of any expense,  loss,  claim,  damage or
          liability referred to therein,  then each indemnifying  party, in lieu
          of indemnifying such indemnified party, shall contribute to the amount
          paid or payable by such indemnified party as a result of such expense,
          loss,  claim,  damage  or  liability  (i)  in  such  proportion  as is
          appropriate to reflect the relative  benefits  received by the Company
          on the one hand and the holder or underwriter,  as the case may be, on
          the other from the distribution of the Registrable  Securities or (ii)
          if the  allocation  provided by clause (i) above is not  permitted  by
          applicable  law, in such  proportion as is  appropriate to reflect not
          only the  relative  benefits  referred to in clause (i) above but also
          the relative fault of the Company on the one hand and of the holder or
          underwriter,  as the case may be, on the other in connection  with the
          statements or omissions which resulted in such expense,  loss,  damage
          or liability, as well as any other relevant equitable  considerations.
          The relative  benefits received by the Company on the one hand and the
          holder or underwriter,  as the case may be, on the other in connection
          with the distribution of the Registrable Securities shall be deemed to
          be in the same  proportion  as the total net proceeds  received by the
          Company from the initial  sale of the  Registrable  Securities  by the
          Company to the  purchasers  bear to the gain, if any,  realized by all
          selling  holders  participating  in such offering or the  underwriting
          discounts and commissions received by the underwriter, as the case may
          be.  The  relative  fault  of the  Company  on the one hand and of the
          holder  or  underwriter,  as the case may be,  on the  other  shall be
          determined by reference to, among other things,  whether the untrue or
          alleged  untrue  statement  of a material  fact or omission to state a
          material fact relates to information  supplied by the Company,  by the
          holder  or by  the  underwriter  and  the  parties"  relative  intent,
          knowledge,  access to  information  supplied  by the  Company,  by the
          holder  or by  the  underwriter  and  the  parties"  relative  intent,
          knowledge, access to information and opportunity to correct or prevent
          such statement or omission,  provided that the foregoing  contribution
          agreement shall not inure to the benefit of any  indemnified  party if
          indemnification  would be  unavailable  to such  indemnified  party by
          reason  of  the   provisions   contained  in  the  first  sentence  of
          subdivision  (a) of  this  Section  2.7,  and in no  event  shall  the
          obligation  of  any  indemnifying   party  to  contribute  under  this
          subdivision (f) exceed the amount that such  indemnifying  party would
          have  been  obligated  to  pay  by  way  of   indemnification  if  the
          indemnification  provided for under  subdivisions  (b) of this Section
          2.7 had been available under the circumstances.

     The Company and the holders of Registrable  Securities  agree that it would
not be just and equitable if contribution  pursuant to this subdivision (f) were
determined by pro rata allocation (even if the holders and any underwriters were
treated as one entity for such  purpose)  or by any other  method of  allocation
that does not take account of the  equitable  considerations  referred to in the
immediately  preceding  paragraph.  The amount paid or payable by an indemnified
party as a result of the losses,  claims, damages and liabilities referred to in
the immediately  preceding paragraph shall be deemed to include,  subject to the
limitations  set forth in the  preceding  sentence and  subdivision  (c) of this
Section 2.7, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.

     Notwithstanding  the  provisions  of this  subdivision  (f),  no  holder of
Registrable Securities or underwriter shall be required to contribute any amount
in excess of the  amount  by which (i) in the case of any such  holder,  the net
proceeds received by such holder from the sale of Registrable Securities or (ii)
in the  case of an  underwriter,  the  total  price  at  which  the  Registrable
Securities  purchased  by it and  distributed  to the public were offered to the
public exceeds,  in any such case, the amount of any damages that such holder or
underwriter  has  otherwise  been  required  to pay by reason of such  untrue or
allege   untrue   statement  or  omission.   No  Person   guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent misrepresentation.


                                       10
<PAGE>

     3. Definitions.  As used herein, unless the context otherwise requires, the
following terms have the following respective meanings:

          "Agreement": As defined in Section 1.

          "Commission":  The  Securities  and Exchange  Commission  or any other
     Federal agency at the time administering the Securities Act.

          "Common Stock": As defined in Section 1.

          "Company": As defined in the introductory paragraph of this Agreement.

          "Conversion Shares": As defined in Section 1.

          "Debentures":  As  defined  in  Section  1, such term to  include  any
     securities issued in substitution of or in addition to such Debentures.

          "Exchange Act": The Securities  Exchange Act of 1934, as amended,  and
     the rules and regulations of the Commission thereunder.

          "Person":  A  corporation,  association,  partnership,   organization,
     business,  individual,  governmental or political  subdivision thereof or a
     governmental agency.

          "Registrable Securities":  The Securities and any securities issued or
     issuable with respect to such  Securities by way of stock dividend or stock
     split or in  connection  with a  combination  of shares,  recapitalization,
     merger,  consolidation or other  reorganization  or otherwise.  Once issued
     such  securities  shall  cease  to be  Registrable  Securities  when  (a) a
     registration  statement with respect to the sale of such  securities  shall
     have become  effective under the Securities Act and such  securities  shall
     have been disposed of in accordance with such registration  statement,  (b)
     they shall have been distributed to the public pursuant to Rule 144 (or any
     successor  provision)  under the  Securities  Act, (c) they shall have been
     otherwise  transferred,  new  certificates  for them not  bearing  a legend
     restricting  further  transfer shall have been delivered by the Company and
     subsequent   disposition  of  them  shall  not  require   registration   or
     qualification  of them under the  Securities  Act or any similar  state law
     then in force,  (d) they shall have  ceased to be  outstanding,  (e) on the
     expiration of the applicable Registration Maintenance Period or (f) any and
     all legends  restricting  transfer  thereof have been removed in accordance
     with the provisions of Rule 144(k) (or any successor  provision)  under the
     Securities Act.


                                       11
<PAGE>

          "Registration  Expenses":  All  expenses  incident  to  the  Company's
     performance  of or  compliance  with  this  Agreement,  including,  without
     limitation, all registration,  filing and NASD fees, all stock exchange and
     OTC Bulletin Board or other NASD or stock  exchange  listing fees, all fees
     and  expenses  of  complying  with  securities  or blue sky laws,  all word
     processing,  duplicating  and  printing  expenses,  messenger  and delivery
     expenses,  the fees and disbursements of counsel for the Company and of its
     independent  public  accountants,  including  the  expenses  of any special
     audits  or  "cold  comfort"   letters  required  by  or  incident  to  such
     performance and compliance,  the reasonable fees and  disbursements  of not
     more than one law firm (not to exceed  $20,000)  retained  by the holder or
     holders of more than 50% of the Registrable Securities,  premiums and other
     costs of policies of insurance of the Company against  liabilities  arising
     out of the public offering of the Registrable  Securities  being registered
     and any fees and disbursements of underwriters  customarily paid by issuers
     or  sellers  of  securities,   but  excluding  underwriting  discounts  and
     commissions and transfer  taxes,  if any,  provided that, in any case where
     Registration  Expenses  are not to be borne by the Company,  such  expenses
     shall not  include  salaries  of  Company  personnel  or  general  overhead
     expenses of the Company, auditing fees, premiums or other expenses relating
     to liability  insurance  required by  underwriters  of the Company or other
     expenses for the preparation of financial statements or other data normally
     prepared by the Company in the ordinary course of its business or which the
     Company would have incurred in any event.

          "Registration Maintenance Period": As defined in Section 2.3.

          "Required Effectiveness Date": As defined in Section 2.1.

          "Securities  Act":  The  Securities  Act of 1933, as amended,  and the
     rules and regulations of the Commission thereunder.

          "Securities Purchase Agreement": As defined in Section 1.

          "Sellers" Representative": Global Capital Advisors Ltd. or such Person
     designated by Global Capital Advisors Ltd. as of the time of disposition of
     the  last  of the  Debentures  held by the  Fund  (or  subsequent  Sellers"
     Representative).

          "Warrant Shares": As defined in Section 1.


                                       12
<PAGE>

     4. Rule 144. The Company shall timely file the reports required to be filed
by it under the  Securities  Act and the Exchange Act (including but not limited
to the reports  under  Sections 13 and 15(d) of the  Exchange Act referred to in
subparagraph (c) of Rule 144 adopted by the Commission under the Securities Act)
and the rules and regulations  adopted by the Commission  thereunder (or, if the
Company is not  required  to file such  reports,  will,  upon the request of any
holder of Registrable Securities, make publicly available other information) and
will take such  further  action as any  holder  of  Registrable  Securities  may
reasonably request,  all to the extent required from time to time to enable such
holder to sell Registrable  Securities without registration under the Securities
Act within the limitation of the  exemptions  provided by (a) Rule 144 under the
Securities  Act,  as such  Rule may be  amended  from  time to time,  or (b) any
similar rule or regulation hereafter adopted by the Commission. Upon the request
of any holder of Registrable Securities, the Company will deliver to such holder
a written  statement as to whether it has complied with the requirements of this
Section 4.

     5.  Amendments  and Waivers.  This Agreement may be amended and the Company
may take  any  action  herein  prohibited,  or omit to  perform  any act  herein
required to be  performed  by it, only if the Company  shall have  obtained  the
written consent to such  amendment,  action or omission to act, of the holder or
holders  of the  sum of  the  51% or  more  of  the  shares  of (i)  Registrable
Securities issued at such time, plus (ii) Registrable  Securities  issuable upon
exercise or conversion of the Securities then constituting derivative securities
(if such Securities were not fully exchanged or converted in full as of the date
such consent if sought).  Each holder of any Registrable  Securities at the time
or  thereafter  outstanding  shall be bound by any  consent  authorized  by this
Section 5, whether or not such Registrable  Securities shall have been marked to
indicate such consent.


                                       13
<PAGE>

     6.  Nominees  for  Beneficial  Owners.  In the event  that any  Registrable
Securities  are  held  by a  nominee  for  the  beneficial  owner  thereof,  the
beneficial owner thereof may, at its election,  be treated as the holder of such
Registrable Securities for purposes of any request or other action by any holder
or  holders  of  Registrable  Securities  pursuant  to  this  Agreement  or  any
determination  of any number of percentage of shares of  Registrable  Securities
held by an holder or  holders of  Registrable  Securities  contemplated  by this
Agreement.  If the beneficial owner of any Registrable Securities so elects, the
Company may require  assurances  reasonably  satisfactory  to it of such owner's
beneficial ownership or such Registrable Securities.

     7. Notices.  Except as otherwise  provided in this Agreement,  all notices,
requests and other  communications to any Person provided for hereunder shall be
in writing and shall be given to such  Person (a) in the case of a party  hereto
other than the  Company,  addressed to such party in the manner set forth in the
Securities  Purchase Agreement or at such other address as such party shall have
furnished  to the Company in writing,  or (b) in the case of any other holder of
Registrable Securities,  at the address that such holder shall have furnished to
the Company in writing,  or,  until any such other  holder so  furnishes  to the
Company  an  address,  then to and at the  address  of the last  holder  of such
Registrable  Securities  who has furnished an address to the Company,  or (c) in
the case of the Company,  at the address set forth on the signature page hereto,
to the attention of its President, or at such other address, or to the attention
of such other  officer,  as the Company  shall have  furnished to each holder of
Registrable  Securities at the time  outstanding.  Each such notice,  request or
other communication shall be effective (i) if given by mail, 72 hours after such
communication  is  deposited  in the mails with  first  class  postage  prepaid,
addressed as aforesaid or (ii) if given by any other means  (including,  without
limitation,  by fax or air  courier),  when  delivered at the address  specified
above,  provided  that any such notice,  request or  communication  shall not be
effective until received.

     8.  Assignment.  This  Agreement  shall be  binding  upon and  inure to the
benefit of and be enforceable by the parties hereto. In addition, and whether or
not any  express  assignment  shall  have  been  made,  the  provisions  of this
Agreement which are for the benefit of the parties hereto other than the Company
shall also be for the benefit of and enforceable by any subsequent holder of any
Registrable  Securities.  Each  of the  Holders  of the  Registrable  Securities
agrees,  by accepting any portion of the Registrable  Securities  after the date
hereof,  to the  provisions of this  Agreement  including,  without  limitation,
appointment  of the  Sellers"  Representative  to act on behalf  of such  Holder
pursuant to the terms hereof which such actions  shall be made in the good faith
discretion of the Sellers"  Representative and be binding on all persons for all
purposes.

     9. Descriptive  Headings.  The descriptive headings of the several sections
and  paragraphs of this  Agreement are inserted for reference only and shall not
limit or otherwise affect the meaning hereof.

     10.  Governing  Law.  THIS  AGREEMENT  SHALL BE  CONSTRUED  AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS.


                                       14
<PAGE>

     11.  Counterparts.  This  Agreement may be executed by facsimile and may be
signed  simultaneously  in any number of  counterparts,  each of which  shall be
deemed an original,  but all such counterparts shall together constitute one and
the same instrument.

     12. Entire  Agreement.  This  Agreement  embodies the entire  agreement and
understanding  between the Company and each other party  hereto  relating to the
subject  matter hereof and supersedes  all prior  agreements and  understandings
relating to such subject matter.

     13. Severability. If any provision of this Agreement, or the application of
such  provisions  to any  Person or  circumstance,  shall be held  invalid,  the
remainder of this Agreement,  or the application of such provision to Persons or
circumstances  other  than  those  to  which it is held  invalid,  shall  not be
affected thereby.


                                       15
<PAGE>

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and delivered by their respective  officers  thereunto duly authorized as of the
date first above written.

                                 AMERICAN INTERNATIONAL PETROLEUM CORPORATION


                                     By:
                                               ---------------------------------
                                     Name:
                                               ---------------------------------
                                     Title:
                                               ---------------------------------

                                     Address:
                                               ---------------------------------

                                               ---------------------------------

                                               Fax:
                                                     ---------------------------
                                               Tel.:
                                                     ---------------------------


                                 GCA STRATEGIC INVESTMENT FUND LIMITED


                                     By:
                                               ---------------------------------
                                     Name:     Lewis N. Lester
                                     Title:    Director

                                     Address:  c/o Prime Management Limited
                                               Mechanics Building
                                               12 Church Street
                                               Hamilton HM II, Bermuda

                                               Fax:     441-295-3926
                                               Tel.:    441-295-0329


                                 LKB FINANCIAL, LLC

                                     By:
                                               ---------------------------------
                                     Name:
                                               ---------------------------------
                                     Title:
                                               ---------------------------------

                                                   Registration Rights Agreement