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                                                                   EXHIBIT 10.9



                             SECURED PROMISSORY NOTE

$2,500,000.00                                                   August 11, 2000
                                                                 Miami, Florida


         FOR VALUE RECEIVED, UNITED PETROLEUM GROUP, INC., a Delaware
corporation ("Maker") promises to pay to the order of JOSE P. BARED,
individually, and INFINITY INVESTORS LIMITED, a Nevis, West Indies corporation
(collectively, "Holder") the principal sum of Two Million Five Hundred Thousand
Dollars ($2,500,000.00), together with interest on the principal balance hereof
from time to time outstanding at the rate per annum equal to (i) the sum of
Prime Rate plus one percent (1.0%) or (ii) the sum of three and seven-eighths
percent (3.875%) plus LIBOR; the selection of the foregoing interest rates to be
at the option of Maker, provided, however, that so long as that certain
Revolving Promissory Note dated November 3, 1999 made by Maker in favor of
Hamilton Bank, N.A. (the "Hamilton Revolving Note") remains outstanding, the
rate of interest hereunder shall be the same as that selected by Maker under the
Hamilton Revolving Note.

         For purposes of this Note, the following terms shall have the following
meanings:

         1)       "Prime Rate" shall mean the U.S. dollar prime commercial rate
                  as publicly announced from time to time by Citibank, N.A. as
                  its "prime rate".

         2)       "LIBOR" shall mean the rate per annum (rounded upwards, if
                  necessary, to the nearest 1/16th of 1%) quoted on Reuters
                  International System's "LIBO" page at approximately 11:00 a.m.
                  London time on the day which is two (2) banking days before
                  the beginning of the LIBOR Interest Period for the offering by
                  leading banks in the London interbank market of U.S. dollar
                  deposits for the term of such LIBOR Interest Period and in
                  amounts comparable to the principal amount of this Note
                  scheduled to be outstanding for the LIBOR Interest Period.

         3)       "LIBOR Interest Period" shall mean each successive period of
                  one month used to determine the LIBOR rate of interest
                  applicable to the principal of the Note. The first LIBOR
                  Interest Period of the Note shall commence on the date
                  specified by Maker for the commencement of the LIBOR rate of
                  interest and end on the last banking day of such LIBOR
                  Interest Period (the "LIBOR Determination Date"), and each
                  subsequent LIBOR Interest Period shall commence on the LIBOR
                  Determination Date for the preceding LIBOR Interest Period and
                  end on the next succeeding LIBOR Determination Date. If any
                  LIBOR Determination Date falls on a day which is not a banking
                  day, it shall be adjusted and determined in accordance with
                  the practices of the offshore U.S. dollar interbank markets as
                  from time to time in effect, provided, however, that the last
                  LIBOR Interest Period shall end no later than the date
                  specified by Maker for conversion of the Note into an
                  obligation bearing interest at the Prime Rate or the date all
                  amounts outstanding hereunder become due and payable.
                  Notwithstanding anything to the contrary herein, so long as
                  the Hamilton Revolving Note remains outstanding, each LIBOR
                  Interest Period applicable to this Note shall coincide with
                  the LIBOR Interest Period applicable to the Hamilton Revolving
                  Note.

         The principal amount outstanding under this Note, together with all
accrued interest on the unpaid principal balance, shall be due and payable in
full on November 30, 2000 (the "Maturity Date"). Interest on this Note shall be
computed on the actual number of days elapsed over a 360 day year. Maker may
prepay this Note at any time or from time to time prior to maturity, either in
whole or in part, without premium or penalty of any kind. All partial
prepayments under this Note shall be applied first in payment of interest
accrued upon the principal balance hereof at the time outstanding, and then in
reduction of the principal balance hereof.

         This Note is secured by that certain Security Agreement of even date
herewith made by Maker in favor of Holder (the "Security Agreement"). Any
default by Maker hereunder shall constitute a default under the Security
Agreement, and shall entitle Holder to exercise all the rights and remedies
which may be stated in the Security Agreement (as well as those set forth in
this Note and available at law or in equity), including specifically, but
without



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limitation, the right to foreclose all property which is collateral for payment
of the obligations owed by Maker to Holder.

         Maker hereby waives presentment for payment, demand, notice of
dishonor, protest, extension of time without notice and/or any and all
requirements necessary to hold Maker liable as maker, and agrees that (i) any
collateral, lien, and or right of setoff securing any indebtedness evidenced by
this Note may, from time to time, in whole or in part, be exchanged or released,
and any person liable on or with respect to this Note may be released all
without notice to or further reservations of rights against Maker, and all
without in any way affecting or releasing the liability of Maker, any endorser,
surety or guarantor, and (ii) none of the terms or provisions hereof may be
waived, altered, modified or amended orally, by course of conduct, dealing or
performance, or otherwise, except as Holder may specifically agree in writing.

         Maker hereby agrees to pay all out-of-pocket costs and expenses,
including attorneys' fees, incurred by Holder in connection with the collection
of the indebtedness evidenced by this Note, any modification hereof, or in
enforcing or protecting any of the rights, powers, remedies and privileges of
Holder hereunder. As used in this Note, the term "attorneys' fees" shall include
those incurred at any time whether prior to the commencement of judicial
proceeding and/or thereafter at the trial and/or appellate proceedings and/or in
pre- and post judgment or insolvency, bankruptcy, administrative, regulatory or
investigative proceedings.

         All amounts payable hereunder shall be payable in lawful currency of
the United States of America to Holder in equal shares as follows: to Jose P.
Bared at 9025 Arvida Drive, Coral Gables, Florida 33156, and to Infinity
Investors Limited at 1601 Elm Street, Suite 4000, Dallas, Texas 75201, or at
such other place designated by Holder in writing, in immediately available funds
without deduction for or on account of any present or future taxes, duties or
other charges levied or imposed on this Note. Maker shall pay all such taxes
(other than taxes on or measured by income of the holder hereof), duties, and
other charges in addition to the principal evidenced by this Note.

         The occurrence of any one of more of the following shall constitute a
default hereunder: (a) failure of Maker to pay to the Holder, when the same
shall become due (whether at scheduled maturity, upon acceleration or
otherwise), the indebtedness evidenced by this Note; or (b) failure of Maker to
timely pay or perform any other agreement of Maker under this Note; or (c) the
occurrence of any default under the Security Agreement. At any time after the
occurrence of a default hereunder, the indebtedness evidenced by this Note
shall, at the option of Holder, immediately become due and payable, and Holder
shall be entitled to exercise the other remedies set forth in this Note or as
provided by law.

         Any amount of principal evidenced by this Note which is not paid when
the same shall become due (whether at scheduled maturity, upon acceleration
after a default, or otherwise) shall bear interest from the date it was due
until paid in full at the rate of interest then in effect pursuant to the first
paragraph of this Note plus five percent (5%), or the maximum rate permitted by
applicable law, whichever is less. All such amounts shall be part of the
obligations secured by the Security Agreement.

         Holder does not intend to violate any applicable usury laws.
Accordingly, all agreements between Maker and Holder are expressly limited so
that in no contingency or event whatsoever, whether by reason of acceleration of
maturity of the unpaid principal balance hereof or otherwise, shall the amount
paid or agreed to be paid to Holder for the use, forbearance or detention of the
money to be advanced hereunder (including all interest on this Note, and the
aggregate of all other amounts taken, reserved or charged pursuant to this Note
which, under applicable laws, is or may be deemed to be interest) exceed the
maximum rate allowed by applicable law. If, from any circumstances whatsoever,
fulfillment of any obligation hereof at the time performance of such obligation
shall be due shall cause the effective rate of interest upon the sums evidenced
by this Note to exceed the maximum rate of interest allowed by applicable law,
then the obligation to be fulfilled shall be reduced automatically to the extent
necessary to prevent that effective rate of interest from exceeding the maximum
rate allowable under applicable law and to the extent that Holder shall receive
any sum which would constitute excessive interest, such sum shall be applied to
the reduction of the unpaid principal balance due hereunder and not to the
payment of interest or, if such excessive interest exceeds the unpaid balance of
principal, the excess shall be refunded to Maker.



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         Maker agrees that this Note shall be governed by and construed under
the laws of the State of Florida. If any provision of this Note shall be deemed
unenforceable under applicable law, such provision shall be ineffective, but
only to the extent of such unenforceability, without invalidating the remainder
of such provision or the remaining provisions of this Note. Maker consents that
jurisdiction and venue of any dispute arising from this Note shall be in
Miami-Dade County, Florida and waives all objections thereto. The rights of the
Holder hereunder shall inure to the benefit of their respective heirs,
beneficiaries, successors and assigns.

         IN WITNESS WHEREOF, Maker has executed and delivered this Note as of
the date first above written.


                                        UNITED PETROLEUM GROUP, INC.



                                        By: /s/ JOSE P.  BARED
                                            -----------------------------------
                                        Name:  Jose P. Bared
                                        Title: President







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