Exhibit 10.9





                                                        July 21, 1999


Mr. J.M. McKinney
3605 Ella Lee Lane
Houston, Texas 77027

Dear Joe Mike:

This letter will evidence our agreement in  connection  with your  employment as
President of American  International  Petroleum Corporation ("AIPC").  The terms
and conditions of your employment with AIPC are outlined below:

1. Position:  You will be employed as President and Chief  Operating  Officer of
AIPC.  As  President  of AIPC you will report  directly  to the chief  executive
officer of AIPC. Additionally, you will be elected to and become Chairman of the
Board of Directors of all AIPC subsidiaries.  Further,  you will be appointed as
President  of the  Operating  Committee  of AIPC which  operating  committee  is
comprised  of certain of the senior  executives  of AIPC  and/or its  affiliated
companies.

2. Effective  Date: Your employment will be effective July 21, 1999 but will not
commence until such time as your requested to do so by AIPC.

3. Location:  Your office shall be in AIPC's corporate office in Houston, Texas.
However, the nature of your position will require extensive travel overseas.

4.  Responsibilities:  As the President of AIPC, you will be its chief operating
officer with responsibility for the general supervision,  management,  direction
and control of the business and officers of AIPC and its subsidiaries  including
supervision  and management of AIPC's daily  operations and  responsibility  for
developing  and carrying out AIPC's  business plan and budget as approved by the
board of directors.

5. Salary: Your salary will be $300,000.00 per year,  subject,  however, to such
merit increases which shall be determined by the AIPC Board of Directors and the
CEO of AIPC based upon your performance and the performance of AIPC. During your
first year of employment, your base salary shall be $275,000 in cash plus 25,000
AIPC shares to be vested as follows:

     a.   5,000 shares upon effect date of your employment.
     b.   10,000 shares on December 31, 1999.
     c.   10,000 shares on July 20, 2000

6. Option:  You will be entitled to receive stock options to purchase  shares of
AIPC common stock on the same basis as other senior  executives  of AIPC and its
affiliated  companies;  provided,  however, upon commencement of your employment
with AIPC you will  receive an option,  exercisable  at any time within five (5)
years from the date of your employment to purchase 200,000 shares of AIPC common
stock at a 10% premium of the closing bid price on the day immediately  prior to
the date of your acceptance of this offer, , subject,  however, to the following
vesting schedule:

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     a.   70,000 shares will vest after one (1) full year of employment.
     b.   70,000 shares will vest after two (2) full years of employment.
     c.   60,000 shares will vest after three (3) full years of employment.

     In  addition  you will be entitled to  participate  in the "1999  Challenge
Option Plan" and will receive an option to purchase 100,000 shares of AIPC stock
@  $2.00/share  provided  AIPC  stock  trades  at or  above  $5.00/share  for 15
consecutive  days before  December 31, 1999. The standard AIPC option  agreement
enumerating the preceding will be prepared and sent to you by August 30, 1999.


7.  Annual  Bonus:  You  will be  entitled  an  annual  bonus  based  upon  your
performance and AIPC's overall achievement of its corporate goals. The amount of
such bonus shall be determined  at the  discretion of the AIPC Board and the CEO
of AIPC and may be up to 50% of your base salary at that time..

8.  Benefits:  AIPC will  include you and your direct  eligible  family  members
within its medical and dental coverage subject to any applicable  waiting period
and provisions  concerning  pre-existing medical conditions.  Additionally,  you
will be  entitled  to all  other  benefits  that are made  available  to  senior
executive  of  AIPC,  including  the  right  to  participate  in  AIPC's  401(K)
Retirement savings Plan but subject to any applicable eligibility  requirements.
You will be  entitled  to three  (3)  weeks of  vacation  for each  year of your
employment.  The company will provide you with a full-size leased automobile, or
at your  option,  you may elect an  equivalent  amount as a car  allowance up to
$500/month.  Business Class travel will be allowed for all international flights
and for all  domestic  flights  over  four  (4)  hours  in  length.  You will be
reimbursed  promptly for all  reasonable  expenses which you incur in connection
with your employment.

9. Executive Medical Evacuation  Program:  You will be included in the Executive
Medical Evacuation Program.

10. Term of Employment:  Your  employment  shall be for a period of one (1) year
from the date of  commencement  and your  term of  employment  shall be  renewed
automatically  for  successive  periods of one (1) year each unless either party
gives the other  notice of  termination  at least  ninety (90) days prior to any
anniversary  date of  your  employment.  In such  event,  your  employment  will
terminate on the  anniversary  date  immediately  following  the date of notice.
Should the Company  terminate your employment for cause, no notice will required
and all non-vested portion of your options will terminate immediately.  However,
should the Company  terminate your employment  after one full year of employment
for no cause, then all your regular options will vest immediately

11.  Severance  Pay: You shall be entitled to one month of salary as a severance
payment for each full year of employment.

12.  Ownership  of  Information:  All  documents,  drawings,  memoranda,  notes,
records,  files  correspondence,   manuals,  models,  specifications,   computer
programs, E-mail, voice mail, electronic databases, maps, and all other writings
or materials of any type embodying any of information pertaining to the business
of AIPC which you have developed, utilized or had access to are and shall be the
sole and exclusive  property of AIPC.  Upon  termination  of your  employment by
AIPC,  for any  reason,  you shall  promptly  deliver  the same,  and all copies
thereof, to AIPC.

13. Non-Solicitation: During the term of your employment and for a period of two
(2) years thereafter,  you will not, directly or indirectly,  solicit or contact
any employee of AIPC,  with a view to inducing or  encouraging  such employee to
leave the employ of AIPC for the  purpose  of being  hired by you,  an  employer
affiliated  with you or any  competitor  of  AIPC,  or  during  the term of this
agreement and for a period of one year thereafter engage in or


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be interested in (as an owner,  partner,  2%  shareholder  in a publicly  traded
company, employee,  officer, director, agent, consultant or otherwise),  solicit
any  business  from,  or  contact  any  person or entity  engaged in oil and gas
exploration or development  activities  within the same geological  basin as the
Company has been operating or has been actively seeking to be so engaged.

14.  Applicable Law: This Agreement is entered into under, and shall be governed
for all purposes by, the laws of the State of Texas.

If the foregoing is acceptable to you, please sign below.


                                                 Very truly yours,



                                                 _______________________________
                                                 George N. Faris, Chairman & CEO
                                                 AMERICAN INTERNATIONAL
                                                 PETROLEUM CORPORATION

ACCEPTED AND AGREED this
______ day of _____________, 1999


_________________________________
J. M. MCKINNEY