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Consulting Agreement

This is an actual contract by American International Petroleum.

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Sectors: Utilities
Governing Law: New York, View New York State Laws
Effective Date: December 01, 1998
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AGREEMENT made as of the 1st day of December, 1998 by and between American International Petroleum Corp. (the "Company") with an address at 444Madison Avenue, New York, N.Y. and Yahaly Kahanoff, P.O. Box 71, Roadtown, Tortola, BVI.


WHEREAS, the Company desires to retain the Consultant to provide ongoing consulting services; and

WHEREAS, the Consultant desires to be retained to render such services.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

(2) The Company hereby retains the Consultant and the Consultant hereby accepts such retention to perform consulting services. In regard to the foregoing, subject to the terms set forth below, the Consultant shall from time to time, upon reasonable request upon no less than five business day's notice (unless the Consultant agrees to a lesser amount of notice for specific requested services hereunder): (i) introduce the Company to certain entities and /or individuals for potential energy projects, (ii) advise the Company as to customs and procedures relating to certain foreign operations, (iii) advise and liaison with certain foreign government procedures and compliance therewith, and (iv) provide advice and recommendations with respect to the business and affairs of the Company.

(3) In addition, the Consultant shall hold itself ready to assist the Company in evaluating and negotiating particular contracts or transactions, if requested to do so by the Company, upon reasonable notice. Nothing herein shall require the Company to utilize the Consultant's services in any particular transactions nor shall it limit the Company's obligations arising under any other agreement or understanding.

(4) For the services described in Paragraphs 1 and 2 of the Agreement, the Company shall pay to the Consultant the sum of $6,000, receipt of which is acknowledged.

4. As additional compensation for the foregoing services the Company shall deliver 100,000 shares of the Company's Common Stock and file a registration statement with the Securities and Exchange Commission to cover the public sale of such shares by the Consultant. Receipt of the foregoing shares is acknowledged.

5. All obligations of the Consultant contained herein shall be subject to the Consultant's reasonable availability for such performance, in view of the nature of the requested service and the amount of notice received. The Consultant shall devote such time and effort to the performance of its duties hereunder as the Consultant shall determine is reasonably necessary for such performance. The Consultant may look to such others for such factual
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