Exhibit 10.8


                               AMENDMENT NO. 2 TO
                  AMERICAN INTERNATIONAL PETROLEUM CORPORATION
           EMPLOYMENT AGREEMENT WITH GEORGE N. FARIS DATED MAY 1, 1989

     Amendment  dated as of the  ____ day of  November  1999,  between  AMERICAN
INTERNATIONAL PETROLEUM CORPORATION, a Nevada corporation with executive offices
located at 444 Madison Avenue, New York, NY 10022 (the "Company"), and GEORGE N.
FARIS,  residing  at 33 Twin  Lakes  Lane,  Riverside,  Connecticut  06878  (the
"Employee").

                               W I T N E S S E T H

     WHEREAS, the Employee is currently the Chief Executive Officer and Chairman
of the Board of Directors of the Company and has served the Company  pursuant to
an Employment  Agreement  dated May 1, 1989, as amended by Amendment No. 1 dated
October 13, 1995 (collectively the "Agreement"); and

     WHEREAS,  the Company  desires to retain the Employee,  and the Employee is
willing to continue to serve,  as Chairman of the Board of the  Company,  on the
terms and subject to the conditions, set forth below:

     NOW  THEREFORE,  in  consideration  of the  premises and for other good and
valuable   consideration,   the   adequacy  and  receipt  of  which  are  hereby
acknowledged,  the  Company  and the  Employee  do  hereby  agree to  amend  the
Agreement (hereinafter referred to as the "New Amendment") as follows:

     1. Section 1 of the Agreement is amended and restated in its entirety as at
the date set forth above to read as follows:

          "1.  Employment.  The  Company  shall  employ  the  Employee,  and the
     Employee shall serve, as Chairman of the Board of Directors of the Company.
     In addition,  the Company  shall use its best efforts to cause the Board of
     Directors  (the  "Board") to  nominate  the  Employee  as a Director  until
     December 31, 2004.

     2.  Section 2 of the  Agreement  is amended so as to extend the term of the
Agreement through December 31, 2002 (the "Initial Term").  Any further extension
thereof shall be in writing signed by the parties. Notwithstanding the above and
in no manner limiting any of the rights and privileges of Employee hereunder, if
the Initial Term is not extended beyond December 31, 2002, the Company agrees to
retain the  Employee as a consultant  for a period of two calendar  years ending
December 31, 2004 (the "Consulting Term"), provided the Employee is then willing
to serve as a consultant.  During the Consulting Term, the Company shall pay the
Employee  fifty percent (50%) of his annual base salary as at December 31, 2002,
together with the benefits set forth in Section 3(c) of the Agreement.  Employee
agrees to devote up to 50% of the time he devotes to the business and affairs of
the Company under the terms of this New Amendment during the Consulting Term.

     3.  Section  3(a)  of  the   Agreement  is  amended  to  reduce  the  fixed
compensation  of the  Employee  from  $350,000  to $250,000  per year  effective
January 1, 2000.

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<PAGE>

     4. Section 3(b) of the Agreement is amended and restated in its entirety as
at the date set forth above to read as follows:

          "(b) Incentive Compensation.  Employee shall be eligible to receive an
     annual  performance  bonus  up to a  maximum  of  fifty  percent  (50%)  of
     Employee's  then  annual  base  salary.  The  performance   criteria,   the
     measurement  of  performance,  the mode of payment of any such  performance
     bonus (cash or otherwise) and the amount of such performance bonus shall be
     as determined at the sole and absolute discretion of the Company's Board of
     Directors.  Employee  shall be eligible to receive other  bonuses,  if any,
     approved by the Board in accordance  with the standard  policies of Company
     for compensation of senior executives or as the Parties may agree upon from
     time to time."

     5. Section 3(c)(iv) of the Agreement is amended and restated as at the date
set forth above to read as follows:

          "3(c)(iv) Club  Memberships.  The Company will reimburse  Employee for
     the cost of membership in two New York City Clubs. The parties  acknowledge
     that such clubs are currently the Metropolitan and the University Clubs."

     6. Section 3(v) of the Agreement is amended and restated as at the date set
forth above to read as follows:

          "3(v).  Medical  Benefits.  The Company shall provide Employee (and if
     Employee shall predecease his spouse,  his spouse) during the Initial Term,
     and thereafter,  unless Employee's  employment is terminated by the Company
     for cause or by Employee  voluntarily prior to the end of the Initial Term,
     with such  medical and health  insurance  benefits as the Company  normally
     accords its executive officers. Such insurance shall cover the Employee and
     his  dependents  (wife).  To the extent  Employee and his spouse  cannot be
     directly covered by the Company's insurance, the Company shall pay Employee
     an equivalent amount in cash for the period he is not so covered."

     7. Section 4 of the Agreement is amended and restated in its entirety as at
the date set forth above to read as follows:

          "4. Duties; Time and Effort

               (a) During the term of his employment  hereunder,  Employee shall
          serve as Chairman of the Board. In that capacity,  he shall preside at
          meetings of the Board of Directors and have primary responsibility for
          coordinating  activities of the Board, as well as supervising investor
          relations,  corporate communications,  regulatory compliance and other
          legal  matters  and  will  report  directly  to  the  Board  for  such
          activities.

               (b) Employee shall devote only such time as he deems necessary to
          perform the  services  described  in Section  4(a).  The  Employee may
          engage in other  employment or activities  during the term of this New
          Amendment  that do not  conflict  with the terms of Section (8) herein
          below.

               (c) The Employee's  principal place of employment during the term
          of this New Amendment  will be at the  Company's  offices in New York,
          New York."

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<PAGE>

     8. Section  5(a) of the  Agreement is amended by adding at the end thereof,
the following language:

          "Notwithstanding  anything  contained  in  this  Section  5(a)  to the
     contrary, in the event Employee remains employed by the Company through the
     end of the Initial Term,  the  restrictions  set forth in this Section 5(a)
     shall  lapse  and  in  its  place  for a  period  of 12  months  after  the
     termination of his employment  hereunder,  Employee agrees not to directly,
     or  indirectly,  (i) own any interest in (except for the permitted  maximum
     ownership  interest permitted in Section 5(a) of the Agreement prior to the
     execution of this New  Amendment)  any company or entity engaged in oil and
     gas exploration or development  activities within the same geological basin
     as the Company has been so engaged within the preceding 12 month period, or
     (ii)  participate  or engage in,  assist,  render any services  (including,
     without  limitation,  acting as an employee,  consultant,  advisor,  agent,
     independent contractor,  officer or director) on behalf of any such company
     or entity  with  respect  to such oil and gas  exploration  or  development
     activities, unless approved by the Board."

     9. Section 8(d) of the Agreement is amended and restated in its entirety as
at the date set forth above by adding a new subparagraph (d) to read as follows:

          "(d) If Employee's employment is not renewed at the end of the Initial
     Term  or  the  Employee  does  not  elect  to  serve  as  a  consultant  as
     contemplated  by  Paragraph  2 of this New  Amendment,  or if the  Employee
     voluntarily  terminates his  employment or consulting  services at any time
     during the  Initial  Term or the  Consulting  Term,  the  Company  shall be
     obligated  to pay the  Employee,  and the  Employee  shall be  entitled  to
     receive  from the  Company,  a severance  payment in an amount equal to one
     month's salary for each full year of employment  beginning January 1, 1995.
     The  Employee's  monthly  base salary at December 31, 1999 shall be used in
     calculating  the amount of the severance  payment  payable  hereunder.  The
     severance  payment  shall be due and payable  within 30 days after  written
     notice from the Employee.

          Anything to the contrary in the foregoing  notwithstanding,  except as
     provided in  Paragraph  10 of this New  Amendment,  if at any time prior to
     December 31, 2004, the Board of Directors fails to nominate the Employee as
     a Director,  the Company  shall be obligated to pay the  Employee,  and the
     Employee shall be entitled to receive from the Company,  in addition to any
     severance  payment  to which he may be  entitled  under this  section,  all
     compensation  to which he is entitled  under the terms of the Agreement and
     this New Amendment  through and including  December 31, 2004 whether or not
     the  Employee  serves as a  consultant  to the Company as  contemplated  by
     Paragraph 2 of this New Amendment.  Fifty percent of these amounts shall be
     due and  payable to the  Employee  within 30 days after the date upon which
     the Board  nominates  directors for election with the balance due within 90
     days of such date.

     10. Section 9 of the Agreement shall be amended and  reinstated,  as at the
date set forth above to read as follows:



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<PAGE>

          "9.  Change in Control.  If,  within  three (3) months  following  the
     occurrence  of a Change  in  Control,  Employee  elects  to  terminate  his
     employment  with the Company  and/or is no longer  Chairman of the Board of
     the  Company or its  successor,  then,  in lieu of any  severance  payments
     hereunder,  the Company  shall (1) pay the  Employee,  within 10 days after
     Employee's  election,  a lump sum cash  payment  in an amount  equal to the
     Change in Control  Payment and (2) provide  Employee with Change in Control
     Benefits.  If Employee's  employment  is  terminated  prior to the date the
     Employee  elects 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  Employee's
     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) at any time during a period of two  consecutive
          years, individuals who at the beginning of such period constituted the
          Board of Directors of the Company shall cease to constitute at least a
          majority  thereof as a result of the election of individuals  who were
          not the  nominees  of the Board of  Directors  or (v) 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 by Employee or a
          majority of the Board (for this  purpose,  consisting  only of (1) the
          individuals   serving  on  the  date  of  this  Amendment,   excluding
          individuals  who  resign  or do not stand  for  re-election  after the
          Effective  Date, or (2)  individuals as to whom Employee has signified
          his acceptance in writing, or (y) any bona fide financing  transaction
          approved by the Board.

          "Change in Control  Benefits" shall mean continued  coverage under the


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<PAGE>

          Company's medical, dental, and group life insurance plans for Employee
          and those of Employee's  dependents  (including Employee's spouse) who
          were  covered  under  such  plans  on  the  day  prior  to  Employee's
          termination of employment  with the Company for one year from the date
          of such  termination at no cost to Employee and Employee's  dependents
          (provided,  however, that in the event that continued participation in
          any such Company plan is for whatever reason impossible, Company shall
          arrange 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
          the greater of (i) $350,000 or (ii)  Employee's  annual base salary as
          in effect on the date of termination.

     All other terms of the Agreement remain in full force and effect.

     IN WITNESS  WHEREOF,  the  Company  has  caused  this New  Amendment  to be
executed  by a duly  authorized  officer  and the  Employee  has signed this New
Amendment as of the day and year written below his signature hereto.


                                               AMERICAN INTERNATIONAL
                                               PETROLEUM CORPORATION

                                               By: _____________________________
                                                   Daniel Kim
                                                   Chairman of the Compensation
                                                   Committee and on behalf of
                                                   The Board of Directors


                                               EMPLOYEE:

                                               _________________________________
                                                        George N. Faris

                                               Date: ___________________________





Last printed 11/18/99 12:55 PM

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