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                                EXHIBIT 10.10


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                             CONSULTING AGREEMENT

        THIS AGREEMENT (the "Agreement") is made and entered into as of the 18th
day of December, 1996, by and between MONGOOSE INVESTMENTS, L.L.C., a Georgia
Limited Liability company (the "Consultant"), and UNITED PETROLEUM, INC., a
Tennessee corporation having its principal place of business at 4867 N.
Broadway, Knoxville, Tennessee 37918 (the "Corporation").

                            W I T N E S S E T H :

        WHEREAS, the Consultant has experience managing both private and public
corporations, and is willing to assist the Corporation in its business, upon the
terms and conditions set forth herein; and

        WHEREAS, the Corporation is a publicly traded company which trades on
NASDAQ under the symbol UPET, and desires to engage Consultant.

        NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth herein, and other good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto do hereby agree as follows:

        1. Establishment of Relationship. The Corporation hereby engages
Consultant to provide management consulting services as hereinafter set forth.

        2. Services. Consultant agrees to provide to Corporation the following
services on an as-needed basis during the term hereof:

                (a) Management consulting;

                (b) Financial consultation and advice regarding the
                    Corporation's operations;

                (c) Corporate governance consulting;

                (d) Shareholder issues consulting;

                (e) Corporate marketing consulting;

                (f) Strategic planning.


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        The Corporation understands that Consultant is not being engaged on a
full-time basis, and that Consultant may not be available at all times
requested due to other business interests and commitments.


        3. Independent Contractor. It is hereby agreed by the parties hereto
that Consultant is an independent contractor and shall not, in any manner
whatsoever, be deemed an employee of the Corporation. It is also understood that
no employee of Consultant shall be considered, directly or indirectly, an
employee of the Corporation. The Consultant shall be responsible for the payment
of any and all taxes in connection with any compensation paid to Consultant
hereunder, and Corporation shall make no deductions or withholdings from said
compensation. Consultant shall indemnify and hold harmless Corporation for any
liability imposed upon Corporation for such taxes.

        4. Reimbursement for Expenses. The Corporation agrees to reimburse
Consultant for reasonable out-of-pocket expenses incurred by Consultant in
connection herewith. Any expenses in excess of six Thousand Dollars ($6,000.00)
per month must be pre-approved by the Corporation.

        5. Compensation. The Corporation shall pay to Consultant the total sum
of One Hundred Twenty Five Dollars ($125.00) per hour as compensation for the
services to be provided hereunder, with any time less than an hour being rounded
up to an hour. In addition, the minimum payment for each month during the term
hereof shall be Ten Thousand Dollars ($10,000.00), regardless of whether the
actual hours worked multiplied by the hourly rate set forth above would be less
than Ten Thousand Dollars ($10,000.00). Said compensation shall be paid One-Half
(1/2) in cash and One-Half (1/2) in shares of the Corporation's registered (S-8)
common stock, at an agreed valuation of One Dollar ($1.00) per share. All
compensation hereunder shall be due upon the Corporation's receipt of an invoice
from the Consultant, and the Corporation shall have a period of Five (5) days
from the receipt of the invoice to issue a stock certificate to the Consultant
or his designee. The Consultant shall have the right to have the stock issued in
any name it desires, or in a trust, and the Consultant shall notify the
Corporation each month if it desires the shares to be issued that month in any
name other than the Consultant's name. The Consultant shall also have the right
to transfer his options to a third party. The first and last months minimum
payments in the amount of Twenty Thousand Dollars ($20,000.00), payable in the
form of Ten Thousand Dollars ($10,000.00) cash and Ten Thousand (10,000) shares
of stock in the Corporation, shall be due upon the execution hereof. Payments
shall be made each month subsequent to the execution date hereof, commencing one
(1) month hereafter.

        6. Stock Options. In addition to the compensation provided in Section 5
hereof, consultant shall have options to acquire Five Hundred Thousand (500,000)
shares of registered (S-8) common stock of the Corporation. Said options shall
be exercisable at an option price of One Dollar ($1.00) per share, and shall be
exercisable as follows: One Hundred Thousand (100,000) shares may be purchased
at any time

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subsequent to the date hereof; One Hundred Thousand (100,000) shares may
be purchased at any time subsequent to the time the stock trading price reaches
Two Dollars ($2.00) per share; One Hundred Thousand (100,000) may be purchased
at any time subsequent to the time the stock trading price reaches Three

Dollars ($3.00) per share; One Hundred Thousand (100,000) may be purchased at
any time subsequent to the time the stock trading price reaches Four Dollars
($4.00) per share; One Hundred Thousand (100,000) may be purchased at any time
subsequent to the time the stock trading price reaches Five Dollars ($5.00) per
share. Said options shall expire if not exercised prior to December 31, 1999.

        7. Term. The term of this Agreement shall be for a period of One (1)
year, commencing on the date hereof. This Agreement may be terminated upon
Ninety (90) days advance written notice, and any compensation owed shall be paid
within Ten (10) days of the termination date. In the event of early termination
or the expiration of the term hereof, the stock options granted in Section 6
hereof will remain in full force and may be exercised by the Consultant at any
time up to the December 31, 1999 expiration date thereof.

        8. Indemnification. The Corporation shall indemnify, defend and hold
harmless the Consultant from any claims, judgments or actions arising out of the
services to be provided by the Consultant hereunder.

        9. Remedies Cumulative: No waiver. The several rights and remedies
provided for in this Agreement shall be construed as being cumulative, and no
one of them shall be deemed to be exclusive of the others or of any right or
remedy allowed by law. No waiver by Corporation or Consultant of any failure by
Consultant or Corporation respectively, to keep or perform any provision of this
Agreement shall be deemed to be a waiver of any preceding or succeeding breach
of the same or other provision.

        10. Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal or unenforceable by reason of
any rule of law or public policy, all other provisions of this Agreement shall
nevertheless remain in effect. No provision of this Agreement shall be deemed
dependent upon any other provision so expressed herein.

        11. Headings for Convenience Only. The paragraph headings used in this
Agreement are for reference and convenience only and shall not in any way limit
or amplify the terms and provisions hereof, nor enter into the interpretation
of this Agreement.

        12. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto, and no promise or agreement, oral or written, which
is not incorporated herein shall be of any force and effect.

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        13. Confidentiality. The parties agree that the existence and terms of
this agreement shall be kept confidential and shall not be disclosed to any
third party without the written consent of the other party, unless such
disclosure is required by valid court order.

        IN WITNESS WHEREOF, the Corporation and Consultant have caused this
Agreement to be signed as of the day and year first above written.


                                        "CORPORATION"

                                        UNITED PETROLEUM, INC.

                                        By: /s/ Michael F. Thomas
                                            ---------------------------
                                               MIKE THOMAS, President

                                        [Corporate Seal]

                                        "CONSULTANT"

                                        MONGOOSE INVESTMENTS, LLC

                                        BY: /s/ Richard P. Smyth
                                            ______________________________
                                               RICHARD P. SMYTH, Manager

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