Exhibit 10.10




                                                November 18, 1999



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

Dear Joe Mike:

This letter,  when  countersigned by you, amends and supersedes the letter dated
July  21,  1999  (the  "July  1999  Agreement")  concerning  the  terms  of your
employment  with  American  International  Petroleum  Corporation  ("AIPC or the
"Company").

1. Position:  You will be employed as Chief  Executive  Officer and President of
AIPC. In addition, AIPC agrees to use its best efforts to cause your election to
its Board of  Directors  and as  chairman of the Board of  Directors  of all its
subsidiaries.  Further, AIPC will use its best efforts to cause your appointment
as President and Chief  Executive  Officer of the  Operating  Committee of AIPC,
which is  comprised  of  certain  of the senior  executives  of AIPC  and/or its
affiliated companies.

2. Effective Date: This Agreement shall become  effective as of December 1, 1999
and shall supersede the terms set forth in the 1999 Agreement.

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 President and Chief Executive Officer of AIPC, you will
be  responsible  for  directing  the  policies  and  management  of AIPC and its
subsidiaries,  as well as the general supervision and management of AIPC's daily
operations and for developing and  implementing  AIPC's business plan and budget
as approved by the Board of Directors.  You shall report to the Company's  Board
of Directors on all matters except with respect to investor relations, corporate
communications,  regulatory compliance and legal matters you shall report to the
Chairman of the Board.

5.   Compensation:  Your base salary,  $275,000  per year,  will be increased to
     $350,000 per year  commencing  January 1, 2000.  In  addition,  you will be
     entitled to bonuses (not to exceed 50% of your base  compensation) and such
     other  incentive  compensation  as the Board of  Directors  in its sole and
     absolute  discretion  may determine  based upon your  individual and AIPC's
     performance.





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6. Shares:  The 25,000 AIPC shares  previously  issued to you under the terms of
the July 1999 Agreement will become fully vested as of December 31, 1999.

7. Option:  You will be eligible to  participate in AIPC's stock option plans on
the same basis as other senior executives of AIPC and its affiliated  companies.
In addition to the option to purchase 200,000 AIPC shares previously  granted to
you in accordance with the terms of the July 1999 Agreement, you will be granted
options to purchase an  additional  500,000  AIPC shares,  250,000  shares at an
exercise price of $1.00 per share and 250,000 shares of $0.50 per share. Options
to purchase 62,500 shares of each option will become exercisable on December 31,
1999,  options to purchase a cumulative  total of 125,000  shares of each option
will become  exercisable on December 31, 2000,  options to purchase a cumulative
total of 187,500  shares of each option will become  exercisable on December 31,
2001 and options to purchase a cumulative total of 500,000 shares of each option
will become  exercisable  on December  31,  2002.  Both  options  will expire on
December 31, 2004, or earlier upon your  termination of employment in accordance
with the terms of the stock option plan.

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 an annual vacation of three (3) weeks.  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.  This agreement  shall have an initial term of three (3)
years  commencing  December  1, 1999 and ending  November  30, 2003 and shall be
renewed  automatically for successive periods of one (1) year each unless either
party gives the other notice of termination at least six months prior to the end
of the initial term or any renewal term.  In such event,  your  employment  will
terminate on the last day of the initial term or the renewal  term,  as the case
may be. Should the Company  terminate your  employment for cause, no notice will
be  required  and  your  employment  and  all of  your  options  will  terminate
immediately.  However,  should the Company  terminate  your  employment  without
cause,  then all your  options  will vest  immediately,  except for  options the
vesting of which are related to the  attainment of specified  objectives by you,
the Company or AIPC shares, which objectives have not been satisfied by the date
your employment is terminated.

11.  Severance  Pay. You shall be entitled to one month of salary as a severance
payment  for  each  full  year of  employment  with  the  Company,  unless  your
employment  is  terminated  for cause.  The  severance  payment shall be due and
payable within thirty (30) days.



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12. Change in Control. If, within three (3) months following the occurrence of a
Change in Control (as defined  below),  you elect to terminate  your  employment
with the Company and/or are no longer the President and Chief Executive  Officer
of the  Company  or its  successor,  then,  in  lieu of any  severance  payments
hereunder,  the Company shall (1) pay you, within 10 days after your election, a
lump sum cash  payment in an amount  equal to the Change in Control  Payment (as
defined  below) and (2) provide you with Change in Control  Benefits (as defined
below).  If your  employment  is  terminated  prior  to the  date  you  elect to
terminate but it is reasonably demonstrated that such termination (a) was at the
request of a third party who has taken steps  reasonably  calculated to effect a
Change in Control or (b) otherwise  arose in connection  with or in anticipation
of a  Change  in  Control,  then,  for  all  purposes  of this  paragraph,  such
termination  shall be  considered  to have  occurred  immediately  following the
Change in  Control  and your  election  to so  terminate.  As used  herein,  the
following terms shall mean:

     A "Change in Control"  shall be deemed to have  occurred if (i) there shall
     be consummated (A) any  consolidation or merger of the Company in which the
     Company is not the continuing or surviving corporation or pursuant to which
     shares of the Company's common stock would be converted in whole or in part
     into cash, securities or other property, other than a merger of the Company
     in which the holders of the Company's common stock immediately prior to the
     merger own  immediately  after the merger a majority of the voting stock of
     the surviving corporation, or (B) any sale, lease, exchange or transfer (in
     one   transaction  or  a  series  of  related   transactions)   of  all  or
     substantially  all the assets of the Company,  or (ii) the  stockholders of
     the  Company  shall  approve any plan or proposal  for the  liquidation  or
     dissolution of the Company,  or (iii) any "person" (as such term is used in
     Sections  13(d) and 14(d)(2) of the  Securities  Exchange  Act of 1934,  as
     amended  (the  "Exchange  Act"),  other than the  Company  or a  subsidiary
     thereof  or  any  employee  benefit  plan  sponsored  by the  Company  or a
     subsidiary  thereof,  shall become the beneficial owner (within the meaning
     of Rule  13d-3  under  the  Exchange  Act)  of  securities  of the  Company
     representing 30% or more of the combined voting power of the Company's then
     outstanding  securities  ordinarily  (and apart  from  rights  accruing  in
     special  circumstances)  having  the  right  to  vote  in the  election  of
     directors,  as  a  result  of a  tender  or  exchange  offer,  open  market
     purchases,  privately negotiated purchases or otherwise,  or (iv) any other
     event shall occur that would be required to be reported in response to Item
     6(e) of Schedule 14A of Regulation 14A promulgated  under the Exchange Act;
     provided,  however, that the term "Change in Control" shall not include (x)
     any of the foregoing  events if approved a majority of the Board or (y) any
     bona fide financing transaction approved by the Board.

     "Change  in  Control  Benefits"  shall mean  continued  coverage  under the
     Company's medical, dental, and group life insurance plans for you and those
     of your  dependents  (including  your spouse) who were  covered  under such
     plans on the day prior to your  termination of employment  with the Company
     for one year from the date of such  termination  at no cost to you and your
     dependents   (provided,   however,   that  in  the  event  that   continued
     participation  in any such Company plan is for whatever reason  impossible,
     the Company  shall arrange


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     upon comparable terms benefits substantially  equivalent to those that were
     provided under such Company plan).

     "Change in Control  Payment"  shall mean an amount equal to 2.99 times your
     annual base salary as in effect  pursuant to paragraph 5 immediately  prior
     to your termination of employment with the Company.

13.  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.

14. 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 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.

15.  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 sets forth the agreement between us, please  countersign a
copy of this letter and return the same to me.


                                           Very truly yours,

                                           ----------------------------------
                                           George N. Faris, Chairman
                                           AMERICAN INTERNATIONAL
                                           PETROLEUM CORPORATION


ACCEPTED AND AGREED this
____ day of November, 1999


-----------------------------
J. M. MCKINNEY



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