Exhibit 4.35


                                    EXHIBIT B

                      FORM OF COMMON STOCK PURCHASE WARRANT


<PAGE>

THIS COMMON STOCK PURCHASE  WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
THIS COMMON STOCK PURCHASE  WARRANT,  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  ("PURCHASE
AGREEMENT"),  DATED 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
LIMIT THE  EXERCISE  RIGHTS  OF THE  HOLDER  AND  SPECIFY  MANDATORY  REDEMPTION
OBLIGATIONS OF THE COMPANY.

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

                          COMMON STOCK PURCHASE WARRANT


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Number of shares:                                             Holder:

Strike Price: US$
Expiration: December 1, 2004


                            For identification only.
            The governing terms of this Warrant are set forth below.

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


American  International   Petroleum  Corporation,   a  Nevada  corporation  (the
"Company"), hereby certifies that, for value received,  ________________________
or assigns, is entitled,  subject to the terms set forth below, to purchase from
the  Company at any time or from time to time after the date hereof and prior to
the fifth  anniversary  hereof (the  "Exercise  Period"),  at the Purchase Price
hereinafter set forth,  _______________ (_________) shares of the fully paid and
nonassessable shares of Common Stock of the Company. The number and character of
such shares of Common Stock and the Purchase  Price are subject to adjustment as
provided herein.

     The purchase price per share of Common Stock issuable upon exercise of this
Warrant (the  "Purchase  Price")  shall  initially  be equal to  USD$0.________;
provided,  however,  that the Purchase Price shall be adjusted from time to time
as provided herein.



<PAGE>

     Capitalized terms used herein not otherwise defined shall have the meanings
ascribed thereto in the Purchase Agreement.  As used herein the following terms,
unless the context otherwise requires, have the following respective meanings:

          (a) The term "Company" shall include American International  Petroleum
     Corporation  and  any   corporation   that  shall  succeed  or  assume  the
     obligations of such corporation hereunder.

          (b) The term "Common Stock"  includes (a) the Company's  common stock,
     par value  $0.08 per  share,  (b) any other  capital  stock of any class or
     classes  (however  designated) of the Company,  authorized on or after such
     date, the Holders of which shall have the right,  without  limitation as to
     amount, either to all or to a share of the balance of current dividends and
     liquidating  dividends after the payment of dividends and  distributions on
     any  shares  entitled  to  preference,  and  the  Holders  of  which  shall
     ordinarily,  in the absence of  contingencies,  be entitled to vote for the
     election of a majority of directors  of the Company  (even though the right
     so to vote has been suspended by the happening of such a  contingency)  and
     (c) any other  securities  into  which or for  which any of the  securities
     described in (a) or (b) may be converted or exchanged pursuant to a plan of
     recapitalization, reorganization, merger, sale of assets or otherwise.

          (c) The term "Other Securities" refers to any stock (other than Common
     Stock) and other  securities of the Company or any other person  (corporate
     or otherwise) that the Holder of this warrant at any time shall be entitled
     to receive,  or shall have  received,  on the exercise of this Warrant,  in
     lieu of or in  addition  to  Common  Stock,  or that at any  time  shall be
     issuable  or shall have been issued in exchange  for or in  replacement  of
     Common Stock or Other Securities pursuant to Section 4 or otherwise.

     1. Exercise of Warrant.

          1.1 Method of Exercise.

          (a) This warrant may be exercised in whole or in part (but not as to a
     fractional share of Common Stock), at any time and from time to time during
     the  Exercise  Period  by the  Holder  hereof  by  delivery  of a notice of
     exercise (a "Notice of Exercise") substantially in the form attached hereto
     as Exhibit A via facsimile to the Company.  Promptly  thereafter the Holder
     shall  surrender  this  Warrant  to the  Company at its  principal  office,
     accompanied  by payment of the Purchase  Price  multiplied by the number of
     shares of Common  Stock for which  this  Warrant  is being  exercised  (the
     "Exercise  Price").  Payment of the  Exercise  Price shall be made,  at the
     option of the  Holder,  (i) by check or bank draft  payable to the order of
     the Company, (ii) by wire transfer to the account of the Company,  (iii) in
     shares of  Common  Stock  having a Market  Value on the  Exercise  Date (as
     hereinafter  defined)  equal  to the  aggregate  Exercise  Price or (iv) by
     presentation and surrender of this Warrant to the Company for cashless



<PAGE>

     exercise (a  "Cashless  Exercise"),  which such  surrender  being  deemed a
     waiver of the Holder's obligation to pay all or any portion of the Exercise
     Price.  In the event the Holder  elects a  Cashless  Exercise  (which  such
     election shall be  irrevocable)  the Holder shall exchange this Warrant for
     that number of shares of Common Stock  determined by multiplying the number
     of shares of Common Stock being  exercised by a fraction,  the numerator of
     which shall be the difference  between the then current Market Value of the
     Common Stock and the Purchase Price,  and the denominator of which shall be
     the then  current  Market Value of the Common  Stock.  If the amount of the
     payment received by the Company is less than the Exercise Price, the Holder
     will be notified of the  deficiency  and shall make  payment in that amount
     within  five (5)  business  days.  In the event  the  payment  exceeds  the
     Exercise Price,  the Company will promptly refund the excess to the Holder.
     Upon exercise, the Holder shall be entitled to receive, promptly refund the
     excess to the  Holder.  Upon  exercise,  the Holder  shall be  entitled  to
     receive,  promptly after payment in full, one or more certificates,  issued
     in the  Holder's  name or in such name or names as the Holder  may  direct,
     subject to the limitations on transfer  contained herein, for the number of
     shares  of  Common  Stock so  purchased.  The  shares  of  Common  Stock so
     purchased  shall be deemed to be issued as of the close of  business on the
     date on which the Company shall have  received  from the Holder  payment in
     full of the Exercise Price (the "Exercise Date").

          (b)  Notwithstanding  anything to the contrary set forth herein,  upon
     exercise of all or a portion of this Warrant in  accordance  with the terms
     hereof,  the Holder  shall not be required  to  physically  surrender  this
     Warrant to the Company. Rather, records showing the amount so exercised and
     the date of exercise shall be maintained on a ledger  substantially  in the
     form of Annex B attached  hereto (a copy of which shall be delivered to the
     Company or transfer agent with each Notice of Exercise). It is specifically
     contemplated  that the Holder hereof shall act as the calculation agent for
     all   exercises  of  this   Warrant.   In  the  event  of  any  dispute  or
     discrepancies,  such records maintained by the Holders shall be controlling
     and  determinative  in the  absence of manifest  error.  The Holder and any
     assignee,  by acceptance of this  Warrant,  acknowledge  and agree that, by
     reason of the  provisions  of this  paragraph,  following  an exercise of a
     portion of this Warrant,  the number of shares of Common Stock  represented
     by this  Warrant will be the amount  indicated  on Annex B attached  hereto
     (which may be less than the amount stated on the face hereof).

     1.2 Regulation D Restrictions. The Holder hereof represents and warrants to
the Company that it has  acquired  this Warrant and  anticipates  acquiring  the
shares of Common Stock  issuable upon exercise of the Warrant solely for its own
account  for  investment  purposes  and not with a view to or for resale of such
securities  unless such resale has been  registered  with the  Commission  or an
applicable  exemption  is  available  therefor.  At the  time  this  Warrant  is
exercised, the Company may require the Holder to state in the Notice of Exercise
such  representations  concerning  the Holder as are necessary or appropriate to
assure compliance by the Holder with the Securities Act.



<PAGE>

     1.3 Company  Acknowledgment.  The Company will, at the time of the exercise
of this Warrant,  upon request of the Holder hereof,  acknowledge in writing its
continuing  obligation to afford to such Holder the registration rights to which
such Holder shall continue to be entitled after such exercise in accordance with
the provisions of a  Registration  Rights  Agreement  dated the date hereof (the
"Registration  Rights  Agreement").  If the  Holder  shall fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to afford such Holder any such rights.

     1.4  Limitation  on Exercise.  Notwithstanding  the rights of the Holder to
exercise  all or a portion of this Warrant as described  herein,  such  exercise
rights  shall be  limited,  solely  to the  extent  set  forth  in the  Purchase
Agreement as if such provisions were specifically set forth herein. In addition,
the number of shares of Common Stock  issuable  upon exercise of this Warrant is
subject to reduction as specified in Section 10.3 of the Purchase Agreement.

     2.  Delivery  of  Stock  Certificates,   etc.,  on  Exercise.  As  soon  as
practicable after the exercise of this Warrant, and in any event within five (5)
business days thereafter,  the Company at its expense  (including the payment by
it of any applicable issue,  stamp or transfer taxes) will cause to be issued in
the name of and delivered to the Holder thereof,  or, to the extent  permissible
hereunder,  to such other  person as such Holder may direct,  a  certificate  or
certificates  for the  number of fully paid and  nonassessable  shares of Common
Stock (or Other  Securities)  to which such  Holder  shall be  entitled  on such
exercise,  plus,  in lieu of any  fractional  share to which such  Holder  would
otherwise  be  entitled,  cash  equal to such  fraction  multiplied  by the then
applicable Purchase Price, together with any other stock or other securities and
property  (including  cash,  where  applicable) to which such Holder is entitled
upon such exercise pursuant to Section 1 or otherwise.

     3. Adjustment for  Extraordinary  Events.  The Purchase Price to be paid by
the Holder upon exercise of this Warrant,  and the  consideration to be received
upon  exercise  of this  Warrant,  shall be adjusted in case at any time or from
time to  time  pursuant  to  Article  XI of the  Purchase  Agreement  as if such
provisions were specifically set forth herein.

     4. No Impairment.  The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant,  but will at all times in good faith  assist in the carrying out of all
such  terms  and in the  taking  of  all  such  action  as may be  necessary  or
appropriate in order to protect the rights of the Holder of this warrant against
impairment.  Without  limiting the generality of the foregoing,  the Company (a)
will not  increase  the par  value of any  shares  of  stock  receivable  on the
exercise of this Warrant above the amount payable therefor on such exercise, (b)
will take all such action as may be necessary or  appropriate  in order that the
Company  may validly and  legally  issue fully paid and  unassessable  shares of
stock  on the  exercise  of this  Warrant,  and (c)  will  not  transfer  all or
substantially all of its properties and assets to any other person (corporate or
otherwise),  or  consolidate  with or merge into any other  person or permit any
such person to consolidate with or merge into the

<PAGE>

Company (if the Company is not the surviving  person),  unless such other person
shall  expressly  assume in  writing  and will be bound by all the terms of this
Warrant.

     5.  Accountant's  Certificate  as to  Adjustments.  In  each  case  of  any
adjustment or readjustment  in the shares of Common Stock (or Other  Securities)
issuable on the  exercise  of this  Warrant,  the  Company at its  expense  will
promptly cause  independent  certified public  accountants of national  standing
selected by the Company to compute such adjustment or readjustment in accordance
with the terms of this  Warrant and  prepare a  certificate  setting  forth such
adjustment  or  readjustment  and  showing  in detail  the facts upon which such
adjustment  or  readjustment  is  based,   including  a  statement  of  (a)  the
consideration received or receivable by the Company for any additional shares of
Common Stock (or Other Securities)  issued or sold or deemed to have been issued
or sold,  (b) the  number  of shares  of  Common  Stock  (or  Other  Securities)
outstanding  or deemed to be  outstanding,  and (c) the  Purchase  Price and the
number of shares of Common Stock to be received  upon  exercise of this Warrant,
in effect immediately prior to such issue or sale and as adjusted and readjusted
as provided in this Warrant. The Company will forthwith mail a copy of each such
certificate to the Holder of this Warrant,  and will, on the written  request at
any  time  of the  Holder  of  this  Warrant,  furnish  to  such  Holder  a like
certificate  setting forth the Purchase  Price at the time in effect and showing
how it was calculated.

     6. Notices of Record Date, etc. In the event of

          (a) any taking by the  Company of a record of the Holders of any class
     or securities  for the purpose of determining  the Holders  thereof who are
     entitled to receive any  dividend  or other  distribution,  or any right to
     subscribe  for,  purchase or  otherwise  acquire any shares of stock of any
     class or any other  securities or property,  or to receive any other right,
     or

          (b) any capital reorganization of the Company, any reclassification or
     recapitalization of the capital stock of the Company or any transfer of all
     or  substantially  all the  assets of the  Company to or  consolidation  or
     merger of the Company with or into any other person, or

          (c) any voluntary or involuntary dissolution,  liquidation or winding-
     up of the Company,

then and in each such event the  Company  will mail or cause to be mailed to the
Holder of this Warrant a notice specifying (i) the date on which any such record
is to be taken for the  purpose of such  dividend,  distribution  or right,  and
stating the amount and character of such dividend,  distribution  or right,  and
(ii)   the   date  on   which   any   such   reorganization,   reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up  is to take place,  and the time,  if any, as of which the Holders of
record of Common Stock (or Other Securities) shall be entitled to exchange their
shares of Common Stock (or Other Securities) for then and in each such event the
Company  will mail or cause to be mailed to the Holder of this  Warrant a notice
specifying  (i) the date on which any such record is to be taken for the purpose



<PAGE>

of such dividend,  distribution or right, and stating the amount of character of
such  dividend,  distribution  or  right,  and (ii)  the date on which  any such
reorganization,  reclassification,  recapitalization,  transfer,  consolidation,
merger,  dissolution,  liquidation or winding-up is to take place, and the time,
if any, as of which the Holders of record of Common Stock (or Other  Securities)
shall be entitled to exchange their shares of Common Stock (or Other Securities)
for   securities  or  other  property   deliverable   on  such   reorganization,
reclassification,    recapitalization,    transfer,    consolidation,    merger,
dissolution,  liquidation or winding-up. Such notice shall be mailed at least 20
days  prior to the date  specified  in such  notice on which any action is to be
taken.

     7. Reservation of Stock, etc. Issuable on Exercise of Warrant.  The Company
will at all times reserve and keep  available,  solely for issuance and delivery
on the  exercise  of  this  Warrant,  all  shares  of  Common  Stock  (or  Other
Securities) from time to time issuable on the exercise of this Warrant.

     8. Exchange of Warrant.

          (a) On surrender for exchange of this Warrant,  properly  endorsed and
     in compliance with the  restrictions on transfer set forth in the legend on
     the face of this Warrant,  to the Company,  the Company at its expense will
     issue and deliver to or on the order of the Holder thereof a new Warrant of
     like  tenor,  in the name of such  Holder or as such  Holder (on payment by
     such Holder of any applicable  transfer  taxes) may direct,  calling in the
     aggregate  on the face or faces  thereof for the number of shares of Common
     Stock called for on the face of the Warrant so surrendered.

          (b) Upon  written  notice  from the  Purchasers  pursuant  to  Section
     2.5(b)(iii) of the Purchase  Agreement that the Purchasers  have elected to
     transfer amongst each other a portion of this Warrant, and on surrender for
     amendment and restatement of this Warrant,  the Company at its expense will
     issue and deliver to or on the order of the Holder thereof a new Warrant of
     like  tenor,  in the name of such Holder as the  Purchasers  (on payment by
     such Holder of any applicable  transfer  taxes) may direct,  calling in the
     aggregate  on the face or faces  thereof for the number of shares of Common
     Stock as set forth in such notice reflecting such transfer.

     9. Replacement of Warrant. On receipt of evidence  reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     10. Remedies. The Company stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened default by the Company
in the  performance  of or compliance  with any of the terms of this Warrant are
not and will not be adequate,  and that such terms may be specifically  enforced
by a decree for the specific performance of any agreement contained herein or by
an injunction against a violation of any of the terms hereof or otherwise.


<PAGE>

     11.  Negotiability,  etc.. This Warrant is issued upon the following terms,
to all of which each Holder or owner  hereof by the taking  hereof  consents and
agrees:

          (a)  title to this  Warrant  may be  transferred  by  endorsement  and
     delivery  in the  same  manner  as in the case of a  negotiable  instrument
     transferable by endorsement and delivery.

          (b) any person in  possession  of this  Warrant  properly  endorsed is
     authorized to represent  himself as absolute  owner hereof and is empowered
     to transfer  absolute title hereto by endorsement  and delivery hereof to a
     bona fide purchaser hereof for value;  each prior taker or owner waives and
     renounces  all of his  equities or rights in this  Warrant in favor of such
     bona  fide  purchaser,  and each such bona  fide  purchaser  shall  acquire
     absolute title hereto and to all rights represented hereby;

          (c) until this Warrant is transferred on the books of the Company, the
     Company may treat the registered Holder hereof as the absolute owner hereof
     for all purposes, notwithstanding any notice to the contrary; and

          (d)  notwithstanding   the  foregoing,   this  Warrant  may  be  sold,
     transferred  or  assigned  except  pursuant  to an  effective  registration
     statement  under the Securities Act or pursuant to an applicable  exemption
     therefrom.

     12. Registration Rights. The Company is obligated to register the shares of
Common Stock issuable upon exercise of this Warrant in accordance with the terms
of the Registration Rights Agreement.

     13. Notices, etc.. All notices and other communications from the Company to
the  Holder  of this  Warrant  shall be  mailed  by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company  any  address,  then to, and at the  address of, the last Holder of this
Warrant who has so furnished an address to the Company.

     14. Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This Warrant  shall be construed  and enforced in  accordance  with and
governed by the  internal  laws of the State of New York.  The  headings in this
Warrant are for the purposes of reference only, and shall not limit or otherwise
affect  any of the terms  hereof.  The  invalidity  or  unenforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision.

                            [Signature Page Follows]

<PAGE>



     DATED as of December 1, 1999.


                                       AMERICAN INTERNATIONAL
                                       PETROLEUM CORPORATION


                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________


[Corporate Seal]


Attest:

By: ______________________________
         Secretary



<PAGE>

                                    EXHIBIT A

                        FORM OF NOTICE EXERCISE - WARRANT
                       (To be executed only upon exercise
                       of the Warrant in whole or in part)

To ____________________________________________

     The  undersigned  registered  Holder of the  accompanying  Warrant,  hereby
exercises  such  Warrant or  portion  thereof  for,  and  purchases  thereunder,
__________(1)  shares of Common Stock (as defined in such  Warrant) and herewith
makes payment  therefor in the amount and manner set forth below, as of the date
written below. The undersigned requests that the certificates for such shares of
Common Stock be issued in the name of, and delivered to, whose address is .

     The Exercise Price is paid as follows:

     |_|  Bank draft payable to the Company in the amount of $_____________.

     |_|  Wire  transfer  to  the  account  of the  Company  in  the  amount  of
          $___________.

     |_|  Delivery of __________________  previously held shares of Common Stock
          having an aggregate Market Price of $_____________.

     |_|  Cashless  exercise.  Surrender of ___________ shares purchasable under
          this  Warrant  for such  shares of Common  Stock  issuable in exchange
          therefor pursuant to the Cashless Exercise  provisions of the Warrant,
          as provided in Section 1.1(iv) thereto.

     Upon  exercise  pursuant to this Notice of Exercise,  the Holder will be in
compliance  with the  Limitation  on  Exercise  (as  defined  in the  Securities
Purchase Agreement pursuant to which this Warrant was issued).

Date: ___________________           ____________________________________________
                                    (Name must conform to name of Holder as
                                    specified on the face of the Warrant)

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

                                    Address of Holder: _________________________
                                                       _________________________

Date of exercise: ________________________



----------
     (1)Insert the number of shares of Common Stock as to which the accompanying
Warrant is being exercised.  In the case of a partial exercise, a new Warrant or
Warrants will be issued and delivered,  representing the unexercised  portion of
the accompanying Warrant, to the Holder surrendering the same.



<PAGE>

<TABLE>
<CAPTION>
                                                           ANNEX B

                                                   WARRANT EXERCISE LEDGER

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                  Original Number of       Warrants        Exercise Price        New Balance       Issuer          Holder
   Date                Warrants            Exercised            Paid             of Warrants      Initials        Initials
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<S>               <C>                      <C>             <C>                   <C>              <C>             <C>

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</TABLE>