Exhibit 4.47

                          PLEDGE AND SECURITY AGREEMENT


     THIS PLEDGE AND SECURITY AGREEMENT ("Agreement"),  dated April 24, 2001, is
made by and  between  American  International  Petroleum  Corporation,  a Nevada
corporation  ("Pledgor"),  and GCA Strategic  Investment fund Limited, a Bermuda
corporation ("Lender").


                                    RECITALS:

     WHEREAS,  pursuant to that certain  Securities  Purchase  Agreement of even
date herewith,  by and between  Pledgor and Lender (the  "Purchase  Agreement"),
Lender has purchased a 3% Convertible  Debenture (the  "Debenture") in aggregate
principal amount of $3,340,000 issued by Pledgor; and

     WHEREAS, Pledgor desires to execute and deliver this Agreement to Lender in
order to induce Lender to purchase the Debenture.

                                   AGREEMENT:

     NOW THEREFORE,  in consideration of the foregoing,  and to induce Lender to
purchase the Debenture and for other good and valuable consideration the receipt
and  sufficiency  of which are hereby  acknowledged,  Pledgor and Lender  hereby
agree as follows:

     ARTICLE 1. Pledge.

     As  collateral  security  for the  payment and  performance  in full of the
obligations   contained   in  the  Purchase   Agreement   and   Debenture   (the
"Obligations"),  Pledgor hereby pledges, hypothecates,  assigns, transfers, sets
over and delivers unto Lender,  and hereby grants to Lender a security  interest
in (i) the securities set forth in Exhibit A here to, together with the proceeds
thereof and all cash,  additional  securities or other  property at any time and
from time to time  receivable  or  otherwise  distributable  in  respect  of, in
exchange for, or in  substitution  for any and all such pledged  securities (all
such pledged  securities,  the proceeds  thereof,  cash,  dividends,  additional
securities and other property now or hereafter pledged hereunder are hereinafter
collectively referred to as the "Pledged Securities"),

     TO HAVE AND TO HOLD  the  Pledged  Securities,  together  with all  rights,
titles,  interests,  powers, privileges and preferences pertaining or incidental
thereto,  unto  Lender,  its  successors  and  assigns,  subject  to the  terms,
covenants and conditions hereinafter set forth.

     Upon delivery to Lender,  the Pledged  Securities  shall be  accompanied by
such other  instruments  or  documents  as Lender or its counsel may  reasonably
request.


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     ARTICLE 2. Obligations  Secured;  Release of Collateral.

     This Agreement is made, and the security interest created hereby is granted
to  Lender,  to  secure  prompt  payment  of  the  Obligations  and  the  prompt
performance of each of the covenants and duties of Pledgor under this Agreement.
The security  interest  granted  herein shall not be terminated  and the Pledged
Securities  shall not be released  from the security  interests  created  hereby
until  all of  Pledgor's  obligations  under  the  Purchase  Agreement  and  the
Debenture have been fully  satisfied or without  written  consent of both Lender
and Pledgor.

     ARTICLE 3.  Representations  and Warranties.

     Pledgor  hereby  represents  and warrants to Lender (a) that Pledgor is the
legal and equitable  owner of the Pledged  Securities,  (b) that Pledgor has the
complete  and  unconditional  authority to pledge the Pledged  Securities  being
pledged  by it,  and  holds  the same  free and  clear  of all  liens,  charges,
encumbrances  and security  interests of every kind and nature  except those set
forth in Schedule 3 hereto, (c) that any consent or approval of any governmental
body or regulatory authority, or of any other party, that was or is necessary to
the validity of this pledge, has been obtained,  (d) that the Pledged Securities
are not subject to any  limitations,  restrictions,  or obligations and (e) that
the Pledged Securities  represent 10% of the outstanding  ownership interests of
American  International   Petroleum  Kazakhstan  and  100%  of  the  outstanding
ownership interests of St. Mark's Refinery, Inc.

     ARTICLE 4.  Registration  in Nominee Name.

     Lender shall have the right (in its sole and absolute  discretion)  to hold
the Pledged  Securities in its own name or in the name of the Pledgor,  endorsed
or assigned in favor of Lender.

     ARTICLE 5. Remedies Upon Default.

     In the event Pledgor fails to uphold an of its obligations set forth in the
Purchase  Agreement  or the  Debenture,  Lender  shall  have all of the  rights,
privileges and remedies of a secured party under the Uniform  Commercial Code as
in effect in the State of New York, and without  limiting the foregoing,  Lender
may (a) collect any and all amounts payable in respect of the Pledged Securities
and exercise any and all rights, privileges,  options and remedies of the holder
and  owner  thereof,  and  (b)  sell,  transfer  and/or  negotiate  the  Pledged
Securities,  or any part  thereof,  at public or private  sale,  for cash,  upon
credit or for  future  delivery  as Lender  shall  deem  appropriate,  including
without limitation,  at Lender's option, the purchase of all or any part of said
securities at any public sale by Lender.  Upon  consummation of any sale, Lender
shall  have the right to  assign,  transfer  and  deliver  to the  purchaser  or
purchasers  thereof the Pledged  Securities so sold.  Each such purchaser at any
such sale shall hold the property sold absolutely,  free from any claim or right
on the  part of the  Pledgor,  and the  Pledgor  hereby  waives  (to the  extent
permitted by law) all rights of  redemption,  stay or appraisal that Pledgor now
has or may at any time in the future  have under any rule of law or statute  now
existing or  hereinafter  enacted.  Pledgor  hereby  expressly  waives notice to
redeem and notice of the time, place and manner of such sale.

     ARTICLE 6. Payment of Lender's Fees.

     Pledgor  agrees  to  reimburse  Lender,  upon  demand,  for  all  expenses,
including without  limitation  Lender's  attorneys' fees, in connection


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with the  administration  and  enforcement  of this  Agreement,  and  agrees  to
indemnify  Lender and hold it harmless  from and  against any and all  liability
incurred by it hereunder or in connection herewith,  unless such liability shall
be due to willful misconduct or gross negligence on the part of Lender.

     ARTICLE 7. No Waiver.

     No failure on the part of Lender to exercise,  and no delay in  exercising,
any right,  power or remedy  hereunder  shall operate as a waiver  thereof,  nor
shall any  single or  partial  exercise  of any such  right,  power or remedy by
Lender  preclude  any other or further  exercise  thereof or the exercise of any
other right,  power or remedy. All remedies are cumulative and are not exclusive
of any other remedies provided by law.

     ARTICLE 8. Limitation of Lender Liability.

     Except in the case of their wilful  misrepresentation  or gross negligence,
neither Lender nor its officers, employees, agents, representatives, or nominees
shall be liable  for any loss  incurred  by  Pledgor  arising  out of any act or
omission  of  Lender,  its  officers,  employees,  agents,   representatives  or
nominees,  with  respect to the care,  custody or  preservation  of the  Pledged
Securities.

     ARTICLE 9. Binding Agreement.

     This  Agreement  and the terms,  covenants and  conditions  hereof shall be
binding  upon and inure to the benefit of the parties  hereto and to all holders
of the Obligations and their respective successors and assigns.

     ARTICLE 10. Governing Law; Amendments.

     This  Agreement  shall in all respects be construed in accordance  with and
governed  by the laws of the State of New York  applicable  to  contracts  to be
wholly  performed in such state.  This Agreement may not be amended or modified,
nor may any of the Pledged  Securities be released except in a writing signed by
the parties  hereto.  Time is of the essence with respect to the  obligations of
Pledgor pursuant to this Agreement.

     ARTICLE 11. Further Assurances.

     Pledgor  agrees to do such  further  acts and  things,  and to execute  and
deliver such additional conveyances, assignments, agreements and instruments, as
Lender  may at any  time  request  in  connection  with the  administration  and
enforcement of this Agreement or relative to the Pledged  Securities or any part
thereof or in order to better  assure  and  confirm  unto  Lender its rights and
remedies hereunder.

     ARTICLE 12. Headings.

     Section numbers and headings used herein are for  convenience  only and are
not  to  affect  the  construction  of or  to be  taken  into  consideration  in
interpreting this Agreement.

     ARTICLE 13. Counterparts.

     This  Agreement  may be  executed  in any  number  of  counterparts  and by
different parties to this Agreement in separate counterparts, each of which when
so executed  shall be deemed to be an original  and all of which taken  together
shall constitute one and the same Agreement.

     ARTICLE 14. Consent to Jurisdiction; Exclusive Venue.

     Pledgor  hereby  irrevocably  consents  to the  Jurisdiction  of the United
States District Court for the Southern  District of


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New York and of all New York state courts  sitting in New York,  for the purpose
of any  litigation  to which  Lender  may be a party  and  which  concerns  this
Agreement  or the  Obligations.  It is  further  agreed  that venue for any such
action shall lie  exclusively  with courts  sitting in New York,  unless  Lender
agrees to the contrary in writing.

     ARTICLE 15. Waiver of Trial by Jury.

     LENDER AND PLEDGOR  HEREBY  KNOWINGLY AND  VOLUNTARILY  WITH THE BENEFIT OF
COUNSEL   WAIVE  TRIAL  BY  JURY  IN  ANY   ACTIONS,   PROCEEDINGS,   CLAIMS  OR
COUNTER-CLAIMS,  WHETHER IN CONTRACT OR TORT OR OTHERWISE,  AT LAW OR IN EQUITY,
ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE DEBENTURE.

     ARTICLE 16. Unconditional Obligations of Pledgor.

     The   obligations   of  Pledgor  under  this  Agreement  are  absolute  and
unconditional. The validity of this Agreement shall not be impaired by any event
whatsoever,  including,  but not  limited  to,  (a) the  merger,  consolidation,
dissolution,  cessation of business or liquidation of Pledgor, (b) the financial
decline  or  bankruptcy  of  Pledgor,  (c) the  failure  of any  other  party to
guarantee or to pledge collateral as security for the Obligations,  (d) Lender's
compromise or settlement  with or without  release of Pledgor or any other party
liable for the  Obligations,  (e)  Lender's  release of any  collateral  for the
Obligations,  (f) Lender's  failure to file suit against Pledgor  (regardless of
whether the Pledgor is becoming  insolvent,  is about to leave the state, or any
other  circumstance),  (g) Lender's failure to give Pledgor notice of default by
Pledgor,  (h) the  unenforceability  of the  Obligations  against Pledgor due to
bankruptcy  discharge,  counterclaim  or for  any  other  reason,  (i)  Lender's
acceleration of the Obligations at any time after a default,  (j) the extension,
modification or renewal of the Obligations, (k) Lender's failure to undertake or
exercise diligence in collection efforts against any party or property,  (l) the
termination of any  relationship of Pledgor with any Pledgor,  (m) any Pledgor's
change of name or use of any name other than the name used to  identify  Pledgor
in this  Agreement,  or (n) Pledgor's use of the credit extended for any purpose
whatsoever.

     ARTICLE 17. Impairment of Collateral; Release of Liable Parties.

     Lender  may,  in its sole  discretion  and with or  without  consideration,
release any  collateral  securing  the  Obligations  or release any party liable
therefor.  The defenses of impairment of collateral  and  impairment of recourse
and any  requirement of diligence on Lender's part in collecting the Obligations
are hereby waived.

     ARTICLE 18. Pledge as Assurance of Payment.

     This Agreement  encumbers the Pledged  Securities to secure the payment and
performance of the Obligations and not merely to secure the collection  thereof.
Accordingly,  Lender may enforce this Agreement  against the Pledged  Securities
without first instituting collection proceedings against Pledgor.


<PAGE>



     IN WITNESS  WHEREOF,  Pledgor and Lender have executed this  Agreement,  or
have caused this Agreement to be duly executed by a duly authorized officer, all
as of the day first above written.


WITNESS:                                          PLEDGOR:

_______________________                           AMERICAN INTERNATIONAL
                                                  PETROLEUM CORPORATION

                                                  By:
                                                  Title:


                                                  LENDER:

                                                  GCA STRATEGIC INVESTMENT FUND
                                                  LIMITED

                                                  By:
                                                  Title:




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                                    EXHIBIT A