Exhibit 4.46


THIS COMMON STOCK PURCHASE  WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
THIS COMMON STOCK PURCHASE  WARRANT,  AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH SECURITIES MAY BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED  ONLY (A) TO THE
COMPANY,  (B) PURSUANT TO AN EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES
ACT, OR (C) IF REGISTERED  UNDER THE  SECURITIES  ACT AND ANY  APPLICABLE  STATE
SECURITIES LAWS.

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

                  AMERICAN INTERNATIONAL PETROLEUM CORPORATION

                          COMMON STOCK PURCHASE WARRANT


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

                                                                        No.

Number of shares:                                Holder:

Expiration Date:

Purchase Price Per Share:

              For identification only. The governing terms of this
                          Warrant are set forth below.
--------------------------------------------------------------------------------

American  International   Petroleum  Corporation,   a  Nevada  corporation  (the
"Company"), hereby certifies that, for value received,  __________or assigns, is
entitled,  subject to the terms set forth below, to purchase from the Company at
any time or from  time to time  after  the date  hereof  and  prior to the third
anniversary  hereof (the "Exercise  Period"),  at the Purchase Price hereinafter
set  forth,  ___________  shares of the fully paid and  nonassessable  shares of
common stock of the Company,  $.08 par value per share (the "Common Stock"). The
number and  character of such shares of Common Stock and the Purchase  Price are
subject to adjustment as provided herein.

The purchase  price per share of Common  Stock  issuable  upon  exercise of this
Warrant (the "Purchase Price") shall be; __________ provided,  however, that the
Purchase Price shall be adjusted from time to time as provided herein.

Capitalized  terms used herein not  otherwise  defined  shall have the  meanings
ascribed  thereto in the Securities  Purchase  Agreement dated April 24, 2001 by
and between the Company and,  __________  (the  "Purchase  Agreement").  As used
herein the following  terms,  unless the context  otherwise  requires,  have the
following respective meanings:

          (a) The term "Company" shall include American International  Petroleum
     Corporation  and  any   corporation   that  shall  succeed  or  assume  the
     obligations of such corporation hereunder.


<PAGE>

          (b) The term "Common Stock"  includes (a) the Company's  common stock,
     par  value  $.08 per  share,  (b) any other  capital  stock of any class or
     classes  (however  designated) of the Company,  authorized on or after such
     date, the Holders of which shall have the right,  without  limitation as to
     amount, either to all or to a share of the balance of current dividends and
     liquidating  dividends after the payment of dividends and  distributions on
     any  shares  entitled  to  preference,  and  the  Holders  of  which  shall
     ordinarily,  in the absence of  contingencies,  be entitled to vote for the
     election of a majority of directors  of the Company  (even though the right
     so to vote has been suspended by the happening of such a  contingency)  and
     (c) any other  securities  into  which or for  which any of the  securities
     described in (a) or (b) may be converted or exchanged pursuant to a plan of
     recapitalization, reorganization, merger, sale of assets or otherwise.

          (c) The term "Other Securities" refers to any stock (other than Common
     Stock) and other  securities of the Company or any other person  (corporate
     or otherwise) that the Holder of this Warrant at any time shall be entitled
     to receive,  or shall have  received,  on the exercise of this Warrant,  in
     lieu of or in  addition  to  Common  Stock,  or that at any  time  shall be
     issuable  or shall have been issued in exchange  for or in  replacement  of
     Common Stock or Other Securities pursuant to Section 4 or otherwise.

ARTICLE 14. Exercise of Warrant.


ARTICLE 14.5 Method of Exercise.

          (a) This warrant may be exercised in whole or in part (but not as to a
     fractional share of Common Stock), at any time and from time to time during
     the  Exercise  Period  by the  Holder  hereof  by  delivery  of a notice of
     exercise (a "Notice of Exercise") substantially in the form attached hereto
     as Exhibit A via facsimile to the Company.  Promptly  thereafter the Holder
     shall  surrender  this  Warrant  to the  Company at its  principal  office,
     accompanied  by payment of the Purchase  Price  multiplied by the number of
     shares of Common  Stock for which  this  Warrant  is being  exercised  (the
     "Exercise  Price").  Payment of the  Exercise  Price shall be made,  at the
     option of the  Holder,  (i) by check or bank draft  payable to the order of
     the Company,  or (ii) by wire transfer to the account of the Company.  Upon
     exercise,  the Holder  shall be entitled to  receive,  promptly  refund the
     excess to the  Holder.  Upon  exercise,  the Holder  shall be  entitled  to
     receive,  promptly after payment in full, one or more certificates,  issued
     in the  Holder's  name or in such name or names as the Holder  may  direct,
     subject to the limitations on transfer  contained herein, for the number of
     shares  of  Common  Stock so  purchased.  The  shares  of  Common  Stock so
     purchased  shall be deemed to be issued as of the close of  business on the
     date on which the Company shall have  received  from the Holder  payment in
     full of the Exercise Price (the "Exercise Date").

          (b)  Notwithstanding  anything to the contrary set forth herein,  upon
     exercise of all or a portion of this Warrant in  accordance  with the terms
     hereof,  the Holder  shall not be required  to  physically  surrender  this
     Warrant to the Company. Rather, records showing the amount so exercised and
     the date of exercise shall be maintained on a ledger  substantially  in the
     form of Annex B attached  hereto (a copy of which shall be delivered


<PAGE>

     to the  Company or  transfer  agent with each  Notice of  Exercise).  It is
     specifically   contemplated  that  the  Holder  hereof  shall  act  as  the
     calculation  agent for all exercises of this  Warrant.  In the event of any
     dispute or discrepancies,  such records  maintained by the Holders shall be
     controlling and  determinative in the absence of manifest error. The Holder
     and any assignee,  by acceptance  of this  Warrant,  acknowledge  and agree
     that, by reason of the provisions of this paragraph,  following an exercise
     of a portion  of this  Warrant,  the  number  of  shares  of  Common  Stock
     represented  by  this  Warrant  will be the  amount  indicated  on  Annex B
     attached  hereto  (which  may be less  than the  amount  stated on the face
     hereof).

ARTICLE 14.6 Regulation D Restrictions.

     The Holder  hereof  represents  and  warrants  to the  Company  that it has
acquired  this  Warrant and  anticipates  acquiring  the shares of Common  Stock
issuable upon exercise of the Warrant  solely for its own account for investment
purposes  and not with a view to or for resale of such  securities  unless  such
resale has been  registered  with the  Commission or an applicable  exemption is
available  therefore.  At the time this  Warrant is  exercised,  the Company may
require  the  Holder to state in the  Notice of  Exercise  such  representations
concerning the Holder as are necessary or  appropriate  to assure  compliance by
the Holder with the Securities Act.

ARTICLE 14.7 Company Acknowledgment.

     The Company will, at the time of the exercise of this Warrant, upon request
of the Holder hereof, acknowledge in writing its continuing obligation to afford
to such Holder the registration rights to which such Holder shall continue to be
entitled after such exercise in accordance with the provisions of a Registration
Rights Agreement dated February __, 2001 between the Company, LKB Financial, LLC
and GCA (the "Registration Rights Agreement").  If the Holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford such Holder any such rights.

ARTICLE 14.8 Limitation on Exercise.

     Notwithstanding  the rights of the Holder to  exercise  all or a portion of
this Warrant as described herein, such exercise rights shall be limited,  solely
to the extent set forth in the  Purchase  Agreement as if such  provisions  were
specifically set forth herein. In addition, the number of shares of Common Stock
issuable  upon  exercise of this Warrant is subject to reduction as specified in
Section 10.3 of the Purchase Agreement.

ARTICLE 15. Delivery of Stock Certificates, etc., on Exercise.

     As soon as practicable after the exercise of this Warrant, and in any event
within five (5) business days thereafter,  the Company at its expense (including
the payment by it of any applicable  issue,  stamp or transfer taxes) will cause
to be issued in the name of and  delivered  to the  Holder  thereof,  or, to the
extent permissible hereunder,  to such other person as such Holder may direct, a
certificate  or  certificates  for the  number of fully  paid and  nonassessable
shares of Common  Stock (or Other  Securities)  to which  such  Holder  shall be
entitled on such exercise,  plus, in lieu of any fractional  share to which such
Holder would  otherwise be entitled,  cash equal to such fraction  multiplied

<PAGE>

by the then applicable  Purchase  Price,  together with any other stock or other
securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

ARTICLE 16. Adjustment for Extraordinary Events.

     The Purchase  Price to be paid by the Holder upon exercise of this Warrant,
and the  consideration  to be received upon  exercise of this Warrant,  shall be
adjusted  in case at any  time or from  time to time in the same  manner  as the
Series A Convertible  Preferred  Stock as set forth in Exhibit A to the Purchase
Agreement as if such provisions were specifically set forth herein.

ARTICLE 17. No Impairment.

     The Company will not, by amendment of its Certificate of  Incorporation  or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holder of this warrant against impairment.  Without
limiting the generality of the foregoing,  the Company (a) will not increase the
par value of any shares of stock  receivable  on the  exercise  of this  Warrant
above the amount  payable  therefore  on such  exercise,  (b) will take all such
action as may be necessary or  appropriate in order that the Company may validly
and legally issue fully paid and unassessable shares of stock on the exercise of
this  Warrant,  and  (c)  will  not  transfer  all or  substantially  all of its
properties  and  assets  to  any  other  person  (corporate  or  otherwise),  or
consolidate  with or merge into any other  person or permit  any such  person to
consolidate  with or merge into the Company (if the Company is not the surviving
person),  unless such other person shall expressly assume in writing and will be
bound by all the terms of this Warrant.

ARTICLE 18. Accountant's Certificate as to Adjustments.

     In each case of any  adjustment  or  readjustment  in the  shares of Common
Stock (or Other  Securities)  issuable  on the  exercise  of this  Warrant,  the
Company  at  its  expense  will  promptly  cause  independent  certified  public
accountants  of  national  standing  selected  by the  Company to  compute  such
adjustment  or  readjustment  in  accordance  with the terms of this Warrant and
prepare a certificate  setting forth such adjustment or readjustment and showing
in detail  the facts  upon  which  such  adjustment  or  readjustment  is based,
including a statement of (a) the  consideration  received or  receivable  by the
Company for any additional shares of Common Stock (or Other  Securities)  issued
or sold or  deemed  to have been  issued  or sold,  (b) the  number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding,  and
(c) the  Purchase  Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such issue or sale
and as adjusted and  readjusted  as provided in this  Warrant.  The Company will
forthwith  mail a copy of each such  certificate  to the Holder of this Warrant,
and will,  on the  written  request at any time of the  Holder of this  Warrant,
furnish to such Holder a like  certificate  setting forth the Purchase  Price at
the time in effect and showing how it was calculated.

<PAGE>

ARTICLE 19. Notices of Record Date, etc.

     In the event of

     (1) any taking by the  Company  of a record of the  Holders of any class or
securities for the purpose of determining  the Holders  thereof who are entitled
to receive any dividend or other  distribution,  or any right to subscribe  for,
purchase  or  otherwise  acquire  any  shares of stock of any class or any other
securities or property, or to receive any other right, or

     (2) any capital  reorganization  of the Company,  any  reclassification  or
recapitalization  of the capital  stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other person, or

     (3) any voluntary or involuntary dissolution,  liquidation or winding-up of
the Company,

then and in each such event the  Company  will mail or cause to be mailed to the
Holder of this Warrant a notice specifying (i) the date on which any such record
is to be taken for the  purpose of such  dividend,  distribution  or right,  and
stating the amount and character of such dividend,  distribution  or right,  and
(ii)   the   date  on   which   any   such   reorganization,   reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up  is to take place,  and the time,  if any, as of which the Holders of
record of Common Stock (or Other Securities) shall be entitled to exchange their
shares of Common Stock (or Other Securities) for then and in each such event the
Company  will mail or cause to be mailed to the Holder of this  Warrant a notice
specifying  (i) the date on which any such record is to be taken for the purpose
of such dividend,  distribution or right, and stating the amount of character of
such  dividend,  distribution  or  right,  and (ii)  the date on which  any such
reorganization,  reclassification,  recapitalization,  transfer,  consolidation,
merger,  dissolution,  liquidation or winding-up is to take place, and the time,
if any, as of which the Holders of record of Common Stock (or Other  Securities)
shall be entitled to exchange their shares of Common Stock (or Other Securities)
for   securities  or  other  property   deliverable   on  such   reorganization,
reclassification,    recapitalization,    transfer,    consolidation,    merger,
dissolution,  liquidation or winding-up. Such notice shall be mailed at least 20
days  prior to the date  specified  in such  notice on which any action is to be
taken.

ARTICLE 20. Reservation of Stock, etc. Issuable on Exercise of Warrant.

     The  Company  will at all times  reserve  and keep  available,  solely  for
issuance  and  delivery on the  exercise of this  Warrant,  all shares of Common
Stock (or Other  Securities)  from time to time issuable on the exercise of this
Warrant.

<PAGE>

ARTICLE 21. Exchange of Warrant.

          (a) On surrender for exchange of this Warrant,  properly  endorsed and
     in compliance with the  restrictions on transfer set forth in the legend on
     the face of this Warrant,  to the Company,  the Company at its expense will
     issue and deliver to or on the order of the Holder thereof a new Warrant of
     like  tenor,  in the name of such  Holder or as such  Holder (on payment by
     such Holder of any applicable  transfer  taxes) may direct,  calling in the
     aggregate  on the face or faces  thereof for the number of shares of Common
     Stock called for on the face of the Warrant so surrendered.

          (b) Upon written notice from the Purchasers  that the Purchasers  have
     elected to transfer  amongst each other a portion of this  Warrant,  and on
     surrender for amendment and restatement of this Warrant, the Company at its
     expense  will issue and deliver to or on the order of the Holder  thereof a
     new Warrant of like tenor, in the name of such Holder as the Purchasers (on
     payment  by such  Holder of any  applicable  transfer  taxes)  may  direct,
     calling in the  aggregate  on the face or faces  thereof  for the number of
     shares  of  Common  Stock  as set  forth  in such  notice  reflecting  such
     transfer.

ARTICLE 22. Replacement of Warrant.

     On receipt of evidence reasonably  satisfactory to the Company of the loss,
theft,  destruction  or  mutilation of this Warrant and, in the case of any such
loss,  theft  or  destruction  of this  Warrant,  on  delivery  of an  indemnity
agreement or security reasonably  satisfactory in form and amount to the Company
or, in the case of any such  mutilation,  on surrender and  cancellation of this
Warrant, the Company at its expense will execute and deliver, in lieu thereof, a
new Warrant of like tenor.

ARTICLE 23. Remedies.

     The  Company  stipulates  that the  remedies  at law of the  Holder of this
Warrant in the event of any default or threatened  default by the Company in the
performance  of or compliance  with any of the terms of this Warrant are not and
will not be  adequate,  and that such terms may be  specifically  enforced  by a
decree for the specific  performance of any agreement  contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.

ARTICLE 24. Negotiability, etc.

     This  Warrant  is issued  upon the  following  terms,  to all of which each
Holder or owner hereof by the taking hereof consents and agrees:

          (a)  title to this  Warrant  may be  transferred  by  endorsement  and
     delivery  in the  same  manner  as in the case of a  negotiable  instrument
     transferable by endorsement and delivery.

          (b) any person in  possession  of this  Warrant  properly  endorsed is
     authorized to represent  himself as absolute  owner hereof and is empowered
     to transfer  absolute title hereto by endorsement  and delivery hereof to a
     bona fide purchaser hereof for value;  each prior taker or owner waives and
     renounces  all of his  equities or rights in this  Warrant in favor of such
     bona  fide  purchaser,  and each such bona  fide  purchaser  shall  acquire
     absolute title hereto and to all rights represented hereby;

<PAGE>

          (c) until this Warrant is transferred on the books of the Company, the
     Company may treat the registered Holder hereof as the absolute owner hereof
     for all purposes, notwithstanding any notice to the contrary; and

          (d)  notwithstanding   the  foregoing,   this  Warrant  may  be  sold,
     transferred  or  assigned  except  pursuant  to an  effective  registration
     statement  under the Securities Act or pursuant to an applicable  exemption
     therefrom.

ARTICLE 25. Registration Rights.

     The Company is obligated  to register  the shares of Common Stock  issuable
upon exercise of this Warrant in accordance  with the terms of the  Registration
Rights Agreement.

ARTICLE 26. Warrant Redemption.

     Upon  occurrence  of the  events  described  in  Exhibit A to the  Purchase
Agreement  setting forth the terms fo the Series A Convertible  Preferred  Stock
with respect to redemption,  the Company, at the request of Holder, shall redeem
all outstanding  Warrants that remain unexercised at a redemption price equal to
the greater of (x) an appraised  value of the  Warrants,  as determined by Black
Sholes,  on the date  they are  called  for  redemption  and (y) the  number  of
Warrants being redeemed  multiplied by the excess of (A) the average closing bid
price of the Common  Stock for the five trading  days  immediately  prior to the
date that the Warrants are called for redemption  over (B) the exercise price of
the Warrants.

ARTICLE 27. Notices, etc.

     All notices and other communications from the Company to the Holder of this
Warrant  shall be mailed by first class  registered or certified  mail,  postage
prepaid, at such address as may have been furnished to the Company in writing by
such Holder or, until any such Holder furnishes to the Company any address, then
to, and at the address of, the last Holder of this  Warrant who has so furnished
an address to the Company.

ARTICLE 28. Miscellaneous.

     This  Warrant  and any term hereof may be changed,  waived,  discharged  or
terminated  only by an instrument  in writing  signed by the party against which
enforcement of such change,  waiver,  discharge or  termination is sought.  This
Warrant shall be construed  and enforced in accordance  with and governed by the
internal laws of the State of New York. The headings in this Warrant are for the
purposes of reference  only, and shall not limit or otherwise  affect any of the
terms hereof. The invalidity or  unenforceability  of any provision hereof shall
in no way affect the validity or enforceability of any other provision.

                            [Signature Page Follows]

     DATED as of April ___, 2001

<PAGE>

                                                AMERICAN INTERNATIONAL PETROLEUM
                                                CORPORATION

                                                By:_____________________________

                                                Name:___________________________

                                                Title:__________________________

[Corporate Seal]


Attest:

By:________________________________
         Assistant Secretary

<PAGE>


                                    EXHIBIT A

                        FORM OF NOTICE EXERCISE - WARRANT
                       (To be executed only upon exercise
                       of the Warrant in whole or in part)

To _________________________

     The  undersigned  registered  Holder of the  accompanying  Warrant,  hereby
exercises  such  Warrant or  portion  thereof  for,  and  purchases  thereunder,
__________(1)  shares of Common Stock (as defined in such  Warrant) and herewith
makes payment  therefor in the amount and manner set forth below, as of the date
written below. The undersigned requests that the certificates for such shares of
Common  Stock be issued in the name of,  and  delivered  to,  whose  address  is
____________________________________________________.

     The Exercise Price is paid as follows:

     [ ] Bank draft payable to the Company in the amount of $_____________.

     [ ] Wire  transfer  to  the  account  of  the  Company  in  the  amount  of
$___________.

     Upon  exercise  pursuant to this Notice of Exercise,  the Holder will be in
compliance  with the  Limitation  on  Exercise  (as  defined  in the  Securities
Purchase Agreement pursuant to which this Warrant was issued).

Date:  ______________________________    _______________________________________
                                         (Name must conform to name of Holder as
                                          specified on the face of the Warrant)



 Date of exercise:
                  ______________________________

--------
     (1)Insert the number of shares of Common Stock as to which the accompanying
Warrant is being exercised.  In the case of a partial exercise, a new Warrant or
Warrants will be issued and delivered,  representing the unexercised  portion of
the accompanying Warrant, to the Holder surrendering the same.


<PAGE>


                                     ANNEX B

                             WARRANT EXERCISE LEDGER

<TABLE>
<CAPTION>
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                Original Number of        Warrants        Exercise Price        New Balance           Issuer               Holder
     Date            Warrants             Exercised            Paid             of Warrants          Initials             Initials

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<S>             <C>                       <C>             <C>                   <C>                  <C>                  <C>

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</TABLE>