EXHIBIT 4.2


                               SECURED BRIDGE NOTE

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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)  SPECIFY  VOLUNTARY  AND
MANDATORY  REPAYMENT,  PREPAYMENT AND REDEMPTION  RIGHTS AND OBLIGATIONS AND (B)
SPECIFY EVENTS OF DEFAULT  FOLLOWING  WHICH THE REMAINING  BALANCE DUE AND OWING
HEREUNDER MAY BE ACCELERATED.


No. 2                                                              $1,850,000.00

                  American International Petroleum Corporation

                               SECURED BRIDGE NOTE


     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 One Million Eight
Hundred Fifty Thousand Dollars ($1,850,000.00) plus accrued Default Interest (as
hereinafter  defined),  or,  if less,  the  principal  amount  of this Note 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 any Default  Interest on (i) the Maturity  Date,  as
hereafter defined,  and (ii) the date the principal amount of the Secured Bridge
Notes (the "Bridge Notes") 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 date of this  Bridge
Note until payment in full of the principal sum hereof has been made.

     The Bridge  Note will bear no  interest,  with the except on of an Event of
Default,  as  hereafter  defined,  at which  time  interest  will  accrue 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").  Default
Interest on this Bridge Note will be  calculated  on the basis of a 360-day year

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of  twelve 30 day  months.  All  payments  of  principal  and  Default  Interest
hereunder  shall be made for the benefit of the Holder  pursuant to the terms of
the Agreement (hereafter defined).

     This Bridge Note (this  "Bridge  Note") is secured by a Security  Agreement
(the  "Security  Agreement")  dated as of  December  1, 1999,  as amended  and a
Mortgage  Agreement  made  by  the  Company  (or  one of  its  subsidiaries,  as
applicable)  and  Holder  creating  a  security  interest  in favor of Holder in
certain of the assets  described  in the  Security  Agreement  and the  Mortgage
Agreement (the "Collateral").

     This Bridge Note is a duly authorized  issuance of $1,850,000.00  aggregate
principal  amount of Bridge  Notes of the  Company  dated as of the date  hereof
between  the Company and the  Purchaser  named  herein.  the  "Agreement").  The
Agreement,  the Security  Agreement and the Mortgage contain certain  additional
agreements  among the parties  with  respect to the terms of this  Bridge  Note,
including,  without  limitation,  provisions  which (A)  specify  voluntary  and
mandatory  repayment,  prepayment and redemption  rights and obligations and (B)
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
Bridge  Note and are  incorporated  herein by  reference.  This  Bridge  Note is
transferable  and  assignable  to one or more Persons,  in  accordance  with the
limitations set forth in the Agreement.

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

     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.

     2. Covenants. Unless the Majority Holders otherwise consent in writing, 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.

     3.  Payment of  Principal.  Subject to Section 4 of this Note,  the Company
shall repay the  remaining  unpaid  balance of this Bridge  Note,  plus  accrued
Default Interest,  if any, on August 28, 2000 (the "Maturity Date"). The Company
may, and shall be obligated  to,  prepay all or a portion of this Bridge Note on
the terms specified in the Agreement.

     4.  Pre-Payment of Principal.  The Company may, at its option,  pre-pay the
full principal  amount of this Bridge Note at any time on or before May 28, 2000
(the "Pre-Payment  Deadline Date") at a repayment price of $1,794,500;  provided
that no Event of  Default  has  occurred.  On any date after May 28,  2000,  the
Company shall be required to pay the full principal amount  outstanding plus any
accrued Default Interest.

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     5.  Ranking.  This Bridge Note shall be junior in right of payment (but not
with respect to the rights in the  Collateral)  to the  Company's (i) 5% Secured
Convertible  Debentures due February 18, 2004,  and (ii) 6% Secured  Convertible
Debentures due August 19, 2004. This Bridge Note shall rank senior in respect to
any other  indebtedness  of the Company  outstanding as of the date hereof other
than indebtedness to Holder.

     6.  Miscellaneous.  This Bridge Note 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  Bridge  Note,  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 Courts of New York and
of any New York  state  court  sitting  in New York for  purposes  of all  legal
proceedings  arising  out of or  relating  to  this  Bridge  Note.  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 Bridge Note.

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


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


     Dated: February __, 2000


                                        AMERICAN INTERNATIONAL
                                        PETROLEUM  CORPORATION


                                        By:
                                             ----------------------------------
                                        Name:  Denis J. Fitzpatrick
                                        Title: Chief Financial Officer

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                                     ANNEX A

                                REPAYMENT LEDGER


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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: ___________________________________________