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                                EXHIBIT 10.9.2


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                    JOINT UNANIMOUS WRITTEN CONSENT
                                OF THE
                      SHAREHOLDERS AND DIRECTORS
                                  OF
                    STRATEGIC HOLDINGS CORPORATION
                         A FLORIDA CORPORATION


PURSUANT TO SECTIONS 607.0704 AND 607.0821, FLORIDA STATUTES, the
undersigned being all of the Shareholders and the Directors of STRATEGIC
HOLDING CORPORATION., a Florida corporation (the "Corporation"), hereby
take the following actions in lieu of a meeting;

              BORROWING FROM UNITED PETROLEUM CORPORATION

    RESOLVED, that the form, terms and provisions of that certain
$10,776,660.90 promissory note to be executed by the Corporation in
favor of United Petroleum Corporation having been submitted to the
Shareholders and the Directors of the Corporation, and each of them, be
and they hereby are, in all respects, ratified, approved, confirmed and
adopted by the Corporation in favor of United Petroleum Corporation
having been submitted to the Shareholders and the Directors of the
Corporation, and each of them, be and they hereby are, in all respects,
ratified, approved, confirmed and adopted by the Corporation;

    RESOLVED FURTHER, that the appropriate officers of the Corporation
(including the President, the Secretary and any designated officer of
the Corporation), and each of them, with full power to act without any
other, be and they hereby are, authorized and directed to execute and
deliver in the name and on behalf of the Corporation, the promissory
note, with such changes therein and modifications thereof and additions
thereto as the officers signing the same shall deem advisable, such
determination to be conclusively evidenced by their execution thereof;

    RESOLVED FURTHER, That upon such execution of the promissory note by
such duly authorized officers of the Corporation, such promissory note
shall conclusively be deemed to be the valid, binding and enforceable of
the Corporation.

                           GENERAL AUTHORITY

    RESOLVED, that the President and the Secretary of the Corporation
and any other designated officer of the Corporation, and each of them,
be and they hereby are, authorized and directed to take or cause to be
taken all such further actions and to execute all such further
instruments and documents in the name and on behalf of the Corporation

and under its corporate seal or otherwise, and to pay all such expenses
as in their judgment shall be necessary, proper or advisable in order to
fully carry out the intent and accomplish the purposes of the foregoing
resolutions, and each of them.

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    RESOLVED FURTHER, that any and all actions heretofore taken or
caused to be taken by the officers of the Corporation, consistent with
the tenor and import of the foregoing resolutions, are hereby ratified,
approved, confirmed and adopted in all respects.

    THE ACTIONS taken pursuant to this Joint Unanimous Written Consent
shall have the same effect as actions taken at duly called, properly
noticed and validly constituted meeting of the Corporation's
Shareholders and Sole Director, respectively.

    THE JOINT UNANIMOUS WRITTEN CONSENT may be executed and delivered in
one or more counterparts, each of which shall be deemed to be an
original, and all of which taken together shall be considered on
instrument. Written consents delivered hereunder may be delivered by
telecopy or other facsimile transmission.

    IN WITNESS WHEREOF, the undersigned, being all of the Shareholders
and the Directors of the Corporation, have executed this Joint Unanimous
Written Consent as of the _____ day of October 1996.

SHAREHOLDERS                            DIRECTORS
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