Exhibit 4.44

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED  UNDER THE UNITED
STATES  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT").  THE HOLDER
HEREOF, BY PURCHASING SUCH SECURITIES 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. IN ADDITION,  A SECURITIES PURCHASE AGREEMENT,  DATED AS OF THE
DATE HEREOF,  A COPY OF WHICH MAY BE OBTAINED  FROM THE COMPANY AT ITS PRINCIPAL
EXECUTIVE  OFFICE,  CONTAINS  CERTAIN  ADDITIONAL  AGREEMENTS AMONG THE PARTIES,
INCLUDING, WITHOUT LIMITATION,  PROVISIONS WHICH (A) LIMIT THE CONVERSION RIGHTS
OF THE HOLDER,  (B) SPECIFY  VOLUNTARY AND MANDATORY  REPAYMENT,  PREPAYMENT AND
REDEMPTION  RIGHTS AND OBLIGATIONS  AND (C) SPECIFY EVENTS OF DEFAULT  FOLLOWING
WHICH THE REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE ACCELERATED.

No. 1                                                                 $3,340,000

                            3% CONVERTIBLE DEBENTURE
                                       of

     American  International   Petroleum   Corporation,   a  Nevada  corporation
(together  with its  successors,  the  "Company"),  for  value  received  hereby
promises to pay to:

                      GCA Strategic Investment Fund Limited

(The "Holder") and registered assigns,  the principal sum of Three Million Three
Hundred Forty Thousand Dollars ($3,340,000) or, if less, the principal amount of
this  Debenture  then  outstanding,  on the  Maturity  Date by wire  transfer of
immediately available funds to the Holder in such coin or currency of the United
States  of  America  as at the time of  payment  shall be legal  tender  for the
payment of public and private  debts,  and to pay  interest  which shall  accrue
beginning the date hereof,  quarterly in arrears,  on (i) the last day of March,
June,  September and December of each year until the Maturity  Date,  commencing
June 30, 2001 (unless such day is not a Business Day, in which event on the next
succeeding  Business Day) (each an "Interest  Payment Date"),  (ii) the Maturity
Date,  (iii) each Conversion Date, as hereafter  defined,  and (iv) the date the
principal amount of the Convertible  Debentures shall be declared to be or shall
automatically become due and payable, on the principal sum hereof outstanding in
like coin or  currency,  at the rates per annum set forth  below,  from the most
recent Interest Payment Date to which interest has been paid on this Convertible
Debenture,  or if no interest has been paid on this Convertible Debenture,  from
the date of this  Convertible  Debenture  until payment in full of the principal
sum hereof has been made. The Maturity Date is April 24, 2002.

     The  interest  rate shall be three  percent  (3%) per annum (the  "Interest
Rate") or, if less,  the maximum rate  permitted  by  applicable  law.  Past due
amounts  (including  interest,  to the extent permitted by law) will also accrue
interest at the  Interest  Rate plus 2% per annum or, if less,  the maximum rate
permitted by applicable law, and will be payable on demand ("Default Interest").
Interest on this  Convertible  Debenture  will be  calculated  on the basis of a
360-day year of twelve 30 day months.  All  payments of  principal  and interest
hereunder  shall be made for the benefit of the Holder  pursuant to the terms of
the Agreement (hereafter defined). At the option of the Company, interest may be
paid in cash or in shares of Common  Stock.  If the  Company  determines  to pay
interest in shares of Common Stock, it shall be required to notify the Holder of
such election on the Closing Date. On each  Conversion  Date,  interest shall be
paid in shares of Common  Stock on the portion of the  principal  balance of the
Convertible Debenture then being converted. The number of shares of Common Stock
issued as interest shall be determined by dividing the dollar amount of interest
due on the  applicable  Interest  Payment Date by the  Conversion  Price then in
effect.

<PAGE>

     This  Convertible  Debenture  (this  "Convertible  Debenture")  is  a  duly
authorized issuance of Convertible Debentures of the Company referred to in that
certain  Securities  Purchase  Agreement dated as of the date hereof between the
Company  and the  Purchaser  named  therein  (the  "Agreement").  The  Agreement
contains  certain  additional  agreements  among the parties with respect to the
terms of this Convertible Debenture,  including, without limitation,  provisions
which (A) limit the conversion  rights of the Holder,  (B) specify voluntary and
mandatory  repayment,  prepayment and redemption  rights and obligations and (C)
specify Events of Default  following  which the remaining  balance due and owing
hereunder may be  accelerated.  All such provisions are an integral part of this
Convertible Debenture and are incorporated herein by reference. This Convertible
Debenture is transferable  and assignable to one or more Persons,  in accordance
with the limitations set forth in the Agreement.

     This  Convertible  Debenture  shall be  secured  by a Pledge  and  Security
Agreement (the  "Security  Agreement") of even date herewith made by the Company
and Holder creating a security interest in favor of the Holder in certain of the
Company's  assets  described  in the  Security  Agreement,  and a  Mortgage  and
Security  Agreement  (the  "Mortgage")  of even date  herewith made by St. Marks
Refinery,  Inc., a wholly-owned  subsidiary of the Company,  creating a security
interest in favor of holder in certain real property described in the Mortgage.

     The  Company  shall  keep a register  (the  "Register")  in which  shall be
entered the names and  addresses of the  registered  holder of this  Convertible
Debenture and particulars of this Convertible  Debenture held by such holder and
of all  transfers of this  Convertible  Debenture.  References  to the Holder or
"Holders"  shall mean the Person listed in the Register as registered  holder of
such Convertible  Debentures.  The ownership of this Convertible Debenture shall
be proven by the Register.

ARTICLE 1. Certain Terms Defined.

     All terms defined in the Agreement and not otherwise  defined  herein shall
have for purposes hereof the meanings provided for in the Agreement.

ARTICLE 2. Covenants.

     The  Company  covenants  and  agrees to  observe  and  perform  each of its
covenants,  obligations  and  undertakings  contained  in the  Agreement,  which
obligations  and  undertakings  are expressly  assumed herein by the Company and
made for the benefit of the holder hereof.

ARTICLE 3. Payment of Principal; Prepayment.

     The Company shall repay the remaining  unpaid  balance of this  Convertible
Debenture  on the Maturity  Date.  For so long as no Event of Default or Default
has occurred, the Company may prepay all of the outstanding principal amount and
accrued interest of this  Convertible  Debenture in accordance with this Section
3.  Prepayment  may occur on or before the 120th day  following the date of this
Convertible  Debenture  for a  prepayment  price  equal to 115% of the  original
outstanding  principal  amount of this  Convertible  Debenture  plus all accrued
interest  thereon (the  "Prepayment  Price").  If Prepayment is made between the
121st day and the 150th day  following the date of this  Convertible  Debenture,
the  Prepayment  Price is equal to 118% of the  original  outstanding  principal
amount of this  Convertible  Debenture  plus all accrued  interest  thereon.  If
Prepayment is made between the 151st day and the 180th day following the date of
this  Convertible  Debenture,  the  Prepayment  Price  is  equal  to 120% of the
original  outstanding  principal of this Convertible  Debenture plus all accrued
interest thereon. The Company's right to Prepay this Convertible Debenture shall
expire  on the  181st  day  following  the date of this  Convertible  Debenture.
Notwithstanding  the  foregoing,  the  Company may or shall be  obligated  under
certain circumstances,  to redeem all or a portion of this Convertible Debenture
on the terms  specified in the  Agreement in  accordance  with Section 5 of this
Convertible Debenture.

ARTICLE 4. Conversion.

ARTICLE 4.1 Conversion of Convertible Debenture.

     Subject to  Section 5 hereof,  the  Holder  shall  have the  right,  at its
option,  at any  time  following  the  date  of  issuance  of  this  Convertible
Debenture, to convert the principal amount of this Convertible Debenture, or any
portion  of  such  principal  amount,   into  that  number  of  fully  paid  and
nonassessable  shares of Common Stock (as such shares shall then be constituted)
determined pursuant to this Section 4.1. The number of shares of Common Stock to
be issued upon each conversion of this Convertible Debenture shall be determined
by dividing the Conversion  Amount (as defined below) by the Conversion Price in
effect on the date (the  "Conversion  Date") a Notice of Conversion

<PAGE>

is delivered to the Company, as applicable,  by the Holder by facsimile or other
reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term
"Conversion  Amount" means,  with respect to any conversion of this  Convertible
Debenture,  the sum of (1) the principal amount of this Convertible Debenture to
be converted in such conversion plus (2) accrued and unpaid interest, if any, on
such  principal  amount  at the  interest  rates  provided  in this  Convertible
Debenture  to the  Conversion  Date plus (3)  Default  Interest,  if any, on the
interest  referred to in the  immediately  preceding  clause (2) plus (4) at the
Holder's option,  any amounts owed to the Holder pursuant to Section 4.3 hereof,
Sections 10.1 and 10.4 of the Agreement.


ARTICLE 4.2 Conversion Price.

     At the  option  of  the  Holder,  any  portion  or  all of the  outstanding
principal amount of this Convertible  Debenture shall be converted into a number
of shares of Common Stock at the conversion price (the "Conversion Price") equal
to 90% of the  average of the three (3) lowest  Closing Bid Prices of the Common
Stock as  reported  by  Bloomberg  L.P.  during the  twenty  (20)  Trading  Days
immediately  preceding  but not  including  the date of the  related  Notice  of
Conversion.

ARTICLE 4.3 Authorized Shares.

          (a)  Consistent  with Section 7.11 of the  Agreement,  the Company (i)
     shall promptly  irrevocably  instruct the Company's transfer agent to issue
     certificates  for  the  Common  Stock  issuable  upon  conversion  of  this
     Convertible Debenture and (ii) agrees that its issuance of this Convertible
     Debenture  shall  constitute  full authority to its officers and agents who
     are charged with the duty of executing  stock  certificates  to execute and
     issue the necessary  certificates  for shares of Common Stock in accordance
     with the terms and conditions of this Convertible Debenture.

          (b) If at any time a Holder of this  Convertible  Debenture  submits a
     Notice of Conversion  (x) the Company does not have  sufficient  authorized
     but unissued  shares of Common Stock available to effect such conversion in
     full in accordance with the provisions of this Article 4 or (y) the Company
     is  prohibited  by the  applicable  rules of the OTC Bulletin  Board or the
     National  Market on which the  Common  Shares are listed and traded at that
     time to effect such conversion in full as provided in subsection (d) below,
     without stockholder  approval (each, a "Conversion  Default"),  the Company
     shall issue to the Holder all of the shares of Common  Stock which are then
     available  to effect  such  conversion.  The  portion  of this  Convertible
     Debenture  which the Holder  included  in its  Conversion  Notice and which
     exceeds  the amount  which is then  convertible  into  available  shares of
     Common Stock (the "Excess Amount") shall,  notwithstanding  anything to the
     contrary  contained  herein,  not  be  convertible  into  Common  Stock  in
     accordance  with the terms hereof until (and at the Holder's  option at any
     time after) the date  additional  shares of Common Stock are  authorized by
     the  Company,  or its  stockholders,  as  applicable,  at  which  time  the
     Conversion  Price  in  respect  thereof  shall  be the  lower  of  (i)  the
     Conversion Price on the Conversion Default Date (as defined below) and (ii)
     the  Conversion  Price on the  Conversion  Date  thereafter  elected by the
     Holder in respect  thereof.  The Company  shall pay to the Holder  payments
     ("Conversion  Default  Payments") for a Conversion Default in the amount of
     (N/365) x .24 x the Excess Amount on the Conversion  Date in respect of the
     Conversion Default (the "Conversion Default Date"), where N = the number of
     days  from the  Conversion  Default  Date to the date  (the  "Authorization
     Date") that the Company, or its stockholders,  as applicable,  authorizes a
     sufficient  number of shares of Common  Stock to effect  conversion  of the
     full  outstanding  principal  balance of this  Convertible  Debenture.  The
     Company shall use its best efforts to authorize,  or cause its stockholders
     to authorize within 40 days of the occurrence of a Conversion  Default,  as
     applicable,  a  sufficient  number of  shares  of  Common  Stock as soon as
     practicable following the earlier of (i) such time that the Holder notifies
     the Company or that the Company  otherwise  becomes aware that there are or
     likely will be  insufficient  shares to allow full  conversion  thereof and
     (ii) a Conversion  Default.  The Company shall send notice to the Holder of
     the  authorization of additional  shares of Common Stock, the Authorization
     Date and the amount of Holder's accrued  Conversion  Default Payments.  The
     accrued  Conversion  Default Payments for each calendar month shall be paid
     in cash or shall be  convertible  into Common  Stock (at such time as there
     are sufficient  authorized  shares of Common Stock) at the Market Price, at
     the Holder's option, as follows:

<PAGE>

               (i) In the event the Holder  elects to take such payment in cash,
          cash payment shall be made to Holder by the fifth  Business Day of the
          month following the month in which it has accrued; and

               (ii) In the event the  Holder  elects  to take  such  payment  in
          Common Stock,  the Holder may convert such payment  amount into Common
          Stock at the Conversion Price (as in effect at the time of conversion)
          at any time after the fifth  Business Day of the month  following  the
          month in which it has  accrued  (at such time as there are  sufficient
          authorized  shares of Common  Stock) in  accordance  with the terms of
          this Article 4.

          (c) The Holder's  election  pursuant to this Section 4.3 shall be made
     in writing to the  Company at any time prior to 5:00 p.m.,  E.S.T.,  on the
     third  Business Day of the month  following  the month in which  Conversion
     Default payments have accrued.  If no election is made, the Holder shall be
     deemed to have  elected to receive  cash.  Nothing  herein  shall limit the
     Holders  right to pursue  actual  damages  (to the  extent in excess of the
     Conversion  Default  Payments) due to the  Company's  failure to maintain a
     sufficient number of authorized shares of Common Stock.

          (d) In no event shall the Company  issue more than the Maximum  Number
     of Shares upon conversion of this Convertible Debenture, unless the Company
     shall  have  obtained   approval  by  the   stockholders   of  the  Company
     ("Stockholder  Approval")  or a  waiver  of  such  requirement  by the  OTC
     Bulletin Board or the National Market on which the Common Shares are listed
     and traded at that time.  Once the Maximum Number of Shares has been issued
     (the date of which is  hereinafter  referred to as the "Maximum  Conversion
     Date"),  unless the Company shall have obtained  Stockholder  Approval or a
     waiver of such requirement by the OTC Bulletin Board or the National Market
     on which the Common  Shares  are  listed and traded at that time  within 40
     days of the Maximum  Conversion  Date,  the Company shall pay to the Holder
     within five (5) Business  Days of the Maximum  Conversion  Date (or, if the
     Company is, in good  faith,  using its best  efforts to obtain  Stockholder
     Approval,  then the earlier of (x) 40 days following the Maximum Conversion
     Date,  and  (y)  such  date  that  it  becomes  reasonably   apparent  that
     Stockholder  Approval will not be obtained within such 40 days period), the
     Formula Price plus accrued and unpaid Default Interest, if any. The Maximum
     Number of Shares shall be subject to adjustment from time to time for stock
     splits, stock dividends,  combinations, capital reorganizations and similar
     events  relating  to the Common  Stock  occurring  after the date hereof as
     contemplated by Article XI of the Agreement. With respect to each Holder of
     Convertible  Debentures,  the Maximum  Number of Shares shall refer to such
     Holder's pro rata share thereof based upon the aggregate  principal balance
     of the  Convertible  Debentures  then  outstanding.  In the event  that the
     Company obtains Stockholder Approval, approval of the OTC Bulletin Board or
     the  National  Market on which the  Common  Shares are listed and traded at
     that time,  or  otherwise  is able to  increase  the number of shares to be
     issued above the Maximum Number of Shares (such increased  number being the
     "New Maximum Number of Shares"), the references to Maximum Number of Shares
     above shall be deemed to be, instead,  references to the New Maximum Number
     of Shares.

<PAGE>

ARTICLE 4.4 Method of Conversion.

          (a)  Notwithstanding  anything to the contrary set forth herein,  upon
     conversion  of this  Convertible  Debenture  in  accordance  with the terms
     hereof,  the Holder  shall not be required  to  physically  surrender  this
     Convertible  Debenture to the Company  unless the entire  unpaid  principal
     amount of this  Convertible  Debenture  is so  converted.  Rather,  records
     showing the principal amount  converted (or otherwise  repaid) and the date
     of  such   conversion  or  repayment   shall  be  maintained  on  a  ledger
     substantially in the form of Annex A attached hereto (a copy of which shall
     be  delivered  to the  Company  or  transfer  agent  with  each  Notice  of
     Conversion).  It is specifically  contemplated that the Holder hereof shall
     act as the calculation  agent for conversions and repayments.  In the event
     of any dispute or  discrepancies,  such  records  maintained  by the Holder
     shall be controlling and  determinative in the absence of manifest error or
     failure of Holder to record the  principal  amount  converted (or otherwise
     repaid) from time to time,  in which events the record of the Company shall
     be  controlling  and  determinative.   The  Holder  and  any  assignee,  by
     acceptance of this  Convertible  Debenture,  acknowledge and agree that, by
     reason of the  provisions  of this  paragraph,  following a conversion of a
     portion of this Convertible Debenture,  the principal amount represented by
     this Convertible Debenture will be the amount indicated on Annex A attached
     hereto (which may be less than the amount stated on the face hereof).

          (b) The  Company  shall  not be  required  to pay any tax which may be
     payable in respect of any transfer involved in the issuance and delivery of
     shares of Common Stock or other  securities  or property on  conversion  of
     this  Convertible  Debenture in a name other than that of the Holder (or in
     street name), and the Company shall not be required to issue or deliver any
     such shares or other  securities or property unless and until the person or
     persons  (other than the Holder or the  custodian in whose street name such
     shares are to be held for the  Holder's  account)  requesting  the issuance
     thereof  shall have paid to the Company the amount of any such tax or shall
     have  established to the satisfaction of the Company that such tax has been
     paid.

          (c)  Subject to  Section 5 hereof,  upon  receipt by the  Company of a
     Notice of Conversion, the Holder shall be deemed to be the holder of record
     of  the  Common  Stock  issuable  upon  such  conversion,  the  outstanding
     principal  amount  and the amount of accrued  and unpaid  interest  on this
     Convertible  Debenture shall be deemed reduced to reflect such  conversion,
     and, unless the Company  defaults on its obligations  under this Article 4,
     all rights with respect to the portion of this Convertible  Debenture being
     so  converted  shall  forthwith  terminate  except the right to receive the
     Common Stock or other securities, cash or other assets, as herein provided,
     on such conversion.  Subject to Section 5 hereof,  if the Holder shall have
     given a Notice of Conversion as provided herein,  the Company's  obligation
     to issue and deliver the  certificates  for shares of Common Stock shall be
     absolute and  unconditional,  irrespective  of the absence of any action by
     the Holder to enforce the same,  any waiver or consent  with respect to any
     provisions thereof,  the recovery of any judgment against any person or any
     action by the  Holder to  enforce  the same,  any  failure  or delay in the
     enforcement of any other obligation of the Company to the Holder of record,
     or any setoff, counterclaim,  recoupment, limitation or termination, or any
     breach or alleged  breach by the Holder of any  obligation  to the Company,
     and subject to Section 4.4(a)  irrespective of any other circumstance which
     might  otherwise  limit  such  obligation  of the  Company to the Holder in
     connection with such conversion. The date of receipt (including receipt via
     telecopy) of such Notice of Conversion shall be the Conversion Date so long
     as it is received before 5:00 p.m., E.S.T., on such date.

          (d)  Notwithstanding  the  foregoing,  if a  Holder  has not  received
     certificates  for all shares of Common Stock prior to the expiration of the
     Deadline  with respect to a conversion  of any portion of this  Convertible
     Debenture  for any  reason,  then  (unless the Holder  otherwise  elects to
     retain its status as a holder of Common Stock by so notifying the Company),
     the  Holder  shall  regain  the  rights  of a  Holder  of this  Convertible
     Debenture  with respect to such  unconverted  portions of this  Convertible
     Debenture  and the  Company  shall,  as soon as  practicable,  return  such
     unconverted  Convertible  Debenture  to the holder  or, if the  Convertible
     Debenture has not been surrendered, adjust its records to reflect that such
     portion of this Convertible Debenture not been converted. In all cases, the
     Holder  shall  retain all of its rights and  remedies  (including,  without
     limitation,  (i) the right to receive  Conversion  Default  Payments to the
     extent

<PAGE>

     required thereby for such Conversion Default and any subsequent  Conversion
     Default  and (ii) the right to have the  Conversion  Price with  respect to
     subsequent  conversions  determined in accordance  with Section 4.3 for the
     Company's failure to convert this Convertible Debenture.

          (e) In lieu  of  delivering  physical  certificates  representing  the
     Common Stock  issuable upon  conversion,  provided the  Company's  transfer
     agent  is  participating  in the  Depository  Trust  Company  ("DTC")  Fast
     Automated  Securities Transfer program,  upon request of the Holder and its
     compliance with the provisions contained in Section 4.1 and in this Section
     4.4, the Company shall use its best efforts to cause its transfer  agent to
     electronically  transmit the Common Stock  issuable upon  conversion to the
     Holder by crediting  the account of Holder's  Prime Broker with DTC through
     its Deposit Withdrawal Agent Commission System.

ARTICLE 5. Redemption by Company.

ARTICLE 5.1 Company's Right to Redeem.

     In accordance with the provisions of the Purchase  Agreement and subject to
the provisions of Section 3 hereof,  the Company may elect at any time following
the 180th day following the date of issuance of this Convertible  Debenture,  or
be  required  under  certain  circumstances  to redeem in whole or in part,  the
remaining unpaid principal amount of this Convertible  Debenture,  for cash at a
redemption price (the  "Redemption  Price") equal to (x) the number of shares of
Common Stock into which this Convertible  Debenture is then  convertible,  times
(y) the average  Closing Bid Price of Common Stock for the five (5) trading days
as  reported  by  Bloomberg  L.P.  immediately  prior  to  the  date  that  this
Convertible  Debenture  is  called  for  redemption,  plus  accrued  and  unpaid
interest.

ARTICLE 5.2 Mechanics of Redemption.

     The Company shall effect each such redemption within three business days of
giving  notice of its  election  to redeem  by  facsimile  with a copy by either
overnight  or 2-day  courier to the Holder of this  Convertible  Debenture to be
redeemed at the address and  facsimile  number of such Holder  appearing  in the
Company's register for the Convertible Debentures.  Such redemption notice shall
indicate  whether  the Company  will  redeem all or part of such  portion of the
Convertible  Debenture to be redeemed and the applicable  Redemption  Price. The
Company  shall not be  entitled to send any notice of  redemption  and begin the
redemption  procedure unless it has (i) the full amount of the Redemption Price,
in cash, available in a demand or other immediately  available account in a bank
or  similar   financial   institution  or  (ii)  immediately   available  credit
facilities,  in the full amount of the Redemption  Price, with a bank or similar
financial  institution on the date the redemption  notice is sent to the Holders
of this Convertible Debenture.  Provided,  however, the Company will process any
Notice of Conversion  received  prior to the issuance of a notice of redemption;
and further  provided that,  after a notice of redemption  has been issued,  the
Holder may issue a Notice of  Conversion  which  will not be honored  unless the
Company  fails to make the  redemption  payment  when due.  In the event of such
failure,  the Notice of Conversion  will be honored as of the date of the Notice
of Conversion.  Additionally,  if the Company fails to make full payments of the
Redemption  Price of this  Convertible  Debenture  being  redeemed  by the third
business day following  the notice or  redemption,  then the Company  waives its
right  to  redeem  any of the  remaining  then  outstanding  Debentures,  unless
approved by the Holder.

ARTICLE 5.3 Payment of Redemption  Price.

     The  Redemption  Price  shall  be paid to the  Holder  of this  Convertible
Debenture  within  three  business  days of the  delivery  of the notice of such
redemption to such Holder.

ARTICLE 6. Holder's Right to Advance Notice of Election Redeem.

ARTICLE 6.1  Holder's  Right to Elect to Receive  Notice of Cash  Redemption  by
Company.

     The Holder of this  Convertible  Debenture  shall have the right to require
Company to provide  advance  notice

<PAGE>

stating  whether the Company will elect to redeem all or part of the  redeemable
portion in cash,  pursuant  to the  Company's  redemption  rights  discussed  in
Section 5.1 above.

ARTICLE 6.2 Mechanics of Holder's Election Notice.

     Holder  shall  give  notice to the  Company  by  facsimile  (the  "Election
Notice"), requiring that the Company disclose whether the Company would elect to
redeem the  redeemable  portion of this  Convertible  Debenture  (in whole or in
part) if the Holder were to provide a Notice of Conversion and sought to convert
the Convertible Debenture in such principal amount as is specified in the Notice
of Election.

ARTICLE 6.3 Company's Response.

     Company must respond, disclosing its election, within two (2) business days
of receipt  of  Holder's  Election  Notice via  facsimile.  If Company  does not
respond to Holder  within two (2)  business  days (by 12:00  noon,  if  required
above) via  facsimile,  Company  shall be deemed to have  forfeited its right to
exercise  redemption pursuant to Section 5(a) upon its receipt of (but only with
respect to) that Notice of Conversion.

ARTICLE 7. Miscellaneous.

     This Convertible  Debenture shall be deemed to be a contract made under the
laws of the State of New York,  and for all  purposes  shall be  governed by and
construed  in  accordance  with  the laws of said  State.  The  parties  hereto,
including all guarantors or endorsers, hereby waive presentment, demand, notice,
protest  and all other  demands  and notices in  connection  with the  delivery,
acceptance, performance and enforcement of this Convertible Debenture, except as
specifically provided herein, and asset to extensions of the time of payment, or
forbearance or other  indulgence  without notice.  The Company hereby submits to
the exclusive  jurisdiction of the United States District Court for the Southern
District of New York and of any New York,  New York state  court  sitting in New
York for  purposes of all legal  proceedings  arising out of or relating to this
Convertible  Debenture.  The Company  irrevocably  waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such  proceeding  brought in such a court and any claim that
any such proceeding  brought in such a court has been brought in an inconvenient
forum. The Company hereby  irrevocably waives any and all right to trial by jury
in  any  legal  proceeding  arising  out  of or  relating  to  this  Convertible
Debenture.

     The Holder of this Convertible  Debenture by acceptance of this Convertible
Debenture  agrees to be bound by the  provisions of this  Convertible  Debenture
which are expressly binding on such Holder.


<PAGE>

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed.

         Dated: April ___, 2001


                                   AMERICAN INTERNATIONAL PETROLEUM
                                                     CORPORATION


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







                                                           Convertible Debenture


<PAGE>


ANNEX A

CONVERSION AND REPAYMENT LEDGER

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Date      Principal         Interest        Principal          New            Issuer          Holder
           Balance          Converted       Converted       Principal        Initials        Initials
                               or              or            Balance
                              Paid            Paid
--------------------------------------------------------------------------------------------------------
<S>       <C>               <C>             <C>             <C>              <C>             <C>

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


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


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


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


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


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


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


--------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>


FULL NAME AND ADDRESS OF SUBSCRIBER FOR REGISTRATION PURPOSES:


NAME:

ADDRESS:


TEL NO:

FAX NO:

CONTACT
NAME:


DELIVERY INSTRUCTIONS (IF DIFFERENT FROM REGISTRATION NAME):


NAME:

ADDRESS:


TEL NO:

FAX NO:

CONTACT
NAME:

SPECIAL INSTRUCTIONS: _________________________________________________
                      _________________________________________________


<PAGE>

                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder

                 in order to Convert the Convertible Debenture)


     The  undersigned  hereby  irrevocably  elects to convert  $________  of the
principal balance of the Convertible  Debenture into shares of Common Stock, .08
par value per share (the "Common Stock"),  of American  International  Petroleum
Corporation (the "Company")  according to the conditions  hereof, as of the date
written below. No fee will be charged to the Holder for any  conversion,  except
for transfer taxes, if any. The  undersigned,  as contemplated by Section 5.1 of
the Securities  Purchase Agreement  pursuant to which the Convertible  Debenture
was  issued,  hereby  states  that the  representations  and  warranties  of the
undersigned  set forth therein are true and correct in all material  respects as
of  the  date  hereof  (provided,   the  undersigned  makes  no  representations
concerning its investment  intent with respect to the Common Stock received upon
this conversion).

Conversion calculations:


                                 _______________________________________________
                                 Date of Conversion

                                 _______________________________________________
                                 Applicable Conversion Price

                                 _______________________________________________
                                 Number of Shares

                                 _______________________________________________
                                 Name/Signature

                                 Address:

                                 _______________________________________________
                                 _______________________________________________