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                                                                   EXHIBIT 10.11

                            INTER-CREDITOR AGREEMENT

     Agreement dated August 11, 2000 between HAMILTON BANK, N.A., a national
banking association ("Hamilton"), and JOSE P. BARED, an individual, and
INFINITY INVESTORS LIMITED, a Nevis, West Indies corporation (Mr. Bared and
Infinity Investors Limited, collectively, the "Shareholder Creditors").

     WHEREAS, UNITED PETROLEUM GROUP, INC., a Delaware Corporation (UPET)
obtained a credit facility from Hamilton (the "Hamilton Credit");

     WHEREAS, as security for the Hamilton Credit, UPET granted to Hamilton a
security interest in all assets of UPET (the "Hamilton Collateral") pursuant to
a security agreement (the "Hamilton Documentation");

     WHEREAS, UPET is, and may in the future be, obligated to the Shareholder
Creditors (the "Shareholder Credit");

     WHEREAS, as security for the Shareholder Credit, UPET has granted to the
Shareholder Creditors a security interest in certain assets of UPET (the
"Shareholder Collateral") pursuant to a security agreement (the "Shareholder
Documentation"); and

     WHEREAS, the Shareholder Creditors and Hamilton desire to agree between
themselves upon their respective rights with respect to the assets of UPET
securing the Shareholder Credit and Hamilton Credit (the "Credits").

     ACCORDINGLY, the parties agreed as follows:

1.   The Shareholder Creditors and Hamilton hereby agree that the security
     interest of Hamilton in the Hamilton Collateral shall have a priority to
     the extent of the Hamilton Credit over any security interest which the
     Shareholder Creditors may now have or hereafter acquire therein, and the
     Shareholder Documentation, insofar as it encumbers the Hamilton
     Collateral, is hereby subordinated to the security interest of Hamilton to
     the extent of the Hamilton Credit.

2.   So long as any of the Hamilton Credit remains outstanding, the Shareholder
     Creditors agree that they will take no steps to enforce or exercise any of
     their rights or remedies with respect to any of the Hamilton Collateral;
     provided that the Shareholder Creditors shall have the right to enforce or
     exercise their rights and remedies under the Shareholder Documentation at
     such time as Hamilton is enforcing or exercising its rights and remedies
     under the Hamilton Documentation.

3.   Neither Hamilton nor the Shareholder Creditors makes to the other any
     representation or warranty, or assumes any responsibility as to the other,
     with respect to the execution, construction or enforcement of Hamilton
     Documentation or the Shareholder Documentation.

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4.   All notices, requests, demands or other communications between the parties
     hereto shall be in writing (including teletransmissions), shall be given
     or made by overnight courier or by telecommunication at the addresses next
     to the signatures hereto, or at such other address or telex or telecopier
     number as any party hereto may hereafter specify to the others in writing,
     and (unless otherwise specified herein) shall be deemed delivered on
     receipt.

5.   In case one or more provisions contained in this Intercreditor Agreement
     shall be invalid, illegal or unenforceable, the remaining provisions
     contained herein shall not be affected or impaired thereby.

6.   The Intercreditor Agreement may be executed by one or more of the parties
     on any number of separate counterparts, and all of said counterparts taken
     together shall be deemed to constitute one and the same instrument.

7.   This Intercreditor Agreement may not be modified except by written
     agreement between Bank and the Shareholder Creditors and shall be governed
     by and construed in accordance with the laws of the State of Florida.

8.   THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
     ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,
     PROCEEDING OR COUNTERCLAIM BASED ON THIS INTERCREDITOR AGREEMENT, OR
     ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INTERCREDITOR AGREEMENT.

     IN WITNESS WHEREOF, the parties hereto have caused this Inter-Creditor
Agreement to be executed and delivered by their duly authorized officers as of
the date first written above.

Addresses:                              HAMILTON BANK, N.A.


                                        By:   /s/ [ILLEGIBLE]
                                           ------------------------------------
3750 N.W. 87 Avenue                     Name: [ILLEGIBLE]
Miami, Florida 33178                    Title:  Senior Vice President
Tele.: (305) 717-5500
Fax:   (305) 594-9816
                                        By:    /s/ J. REID BINGHAM
                                           ------------------------------------
                                        Name:  J. REID BINGHAM
                                        Title: General Counsel