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                                 EXHIBIT 10.9


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                               PROMISSORY NOTE


$10,776,660.90                                            October 18, 1996
                                                          Knoxville, Tennessee

          1.   Principal.

               FOR VALUE RECEIVED, the undersigned STRATEGIC HOLDINGS
CORPORATION, a Florida corporation ("Borrower"), hereby promises to pay to the
order of UNITED PETROLEUM CORPORATION, a Delaware corporation ("Holder"), the
principal sum of Ten Million Seven Hundred Seventy Six Thousand Six Hundred
Sixty United States Dollars and ninety cents with interest from the date of this
Note on the unpaid principal at the rate of seven percent (8.00%) per annum
until paid.

          2.   Payments, Maturity Date.

               Unless accelerated pursuant to the terms of this Note, the unpaid
principal balance of this Note, together with all unpaid interest accrued
thereon, and all other amounts payable by Borrower under the terms of this Note
shall be due and payable on December 15, 1996 (the "Maturity Date").

               If any payments of principal or interest to be made by Borrower
shall become due on a day other than a Business Day and such extension of time
shall be included in computing any interest with respect to such payment.
"Business Day" shall mean any Monday, Tuesday, Wednesday, Thursday or Friday on
which banks are open for business in Knoxville, Tennessee.

               All interest due hereunder shall be computed on the basis of a
year of 365 days for the actual number of days elapsed.

               All payments received by Holder under this Note shall be credited
first to any charges or other expenses for which Holder is entitled to payment
hereunder, next to accrued but unpaid interest, and third to unpaid principal.

          3.   Manner of Payment.
               
               Principal and interest hereunder, and all other amounts payable
hereunder, is payable in lawful currency of the United States of America in
immediately available funds at Holder's address at United Petroleum Corporation,
4867 North Broadway, Knoxville, Tennessee 37918.

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          4.   Events of Default/Remedies.


               a.  Events of Default. Any of the following events shall
constitute an event of Default:

               (1) Breach by Borrower of any of Borrower's obligations or
covenants under this Note; provided that Borrower shall have ten (10) days from
the date of any failure to perform any of its obligations or covenants under
this Note not involving the payment of money to Holder, within which to cure
said failure; or

               (2) Borrower (A) becomes insolvent or admits in writing
Borrower's inability to pay Borrower's debts as they mature, (B) makes any
assignment for the benefit of creditors, or (C) applies for or consents to the
appointment of a receiver or trustee for Borrower or for a substantial part of
Borrower's property or business, or a receiver or trustee otherwise is appointed
and is not discharged within thirty (30) days after such appointment; or

               (3) Any of Borrower's representations or warranties made herein
or in any statement or certificate at any time given by Borrower pursuant hereto
or in connection herewith is false or misleading in any material respect; or

               (4) Any bankruptcy, insolvency, reorganization or liquidation
proceeding or other proceeding for relief under any bankruptcy law or any law
for the relief of debtors is instituted by or against Borrower; or

               (5) Any money judgment, writ or warrant of attachment, or similar
process (singly or, if more than one, cumulatively in excess of $25,000) is
entered or filed against Borrower or any of the assets of Borrower and (A)
remains unvacated, unbonded, unstayed, undismissed or undischarged for a period
of ten (10) days, or (B) Borrower has not appealed the same in good faith to
Holder's satisfaction; or

               (6) The condition, financial or otherwise, of the Borrower
suffers any material adverse change, in the reasonable opinion of the Holder.

               b.  Remedies. Upon the occurrence and during the continuance of
an Event of Default, all indebtedness under this Note shall automatically be
immediately due and payable. In addition, Holder, at its option, and without
notice to Borrower, may take one or more of the actions described below. Upon
the occurrence and during the continuance of any other Event of Default, Holder
at its option and, unless otherwise specified below, without notice to Borrower,
may do any one or more of the following:

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               (1) declare all indebtedness under this Note immediately due and
payable and cerdit any sums received thereafter in such manner as it elects upon
such indebtedness; provided, however, that such application of sums so received
shall not serve to waive or cure any default or any act done pursuant to such
notice and shall not prejudice any rights of Holder; and

               (2) exercise any or all rights provided or permitted by law or
granted pursuant to this Note in such order and in such manner as Holder may,

in its sole judgment, determine.

               c.  No Waiver of Remedies. No waiver of any breach of or default
under any provision of this Note shall constitute or be construed as a waiver by
Holder of any subsequent breach of or default under that or any other provision
of this Note.

               d.  Remedies Not Exclusive. No remedy herein conferred upon
Holder is intended to be exclusive of any other remedy herein or in any other
agreement between the parties hereto or by law provided or permitted, but each
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing in law, in equity or by statute.

          5.   Covenants and Agreements.

               Borrower hereby makes the following covenants, which shall be
deemed to be continuing covenants until payment in full of all indebtedness of
Borrower to Holder arising under this Note:

               a.  Borrower agrees to furnish to Holder, upon request, such
information relating to the affairs, the operations and/or the financial
condition of Borrower as Holder may from time to time request.

               b.  Borrower shall promptly notify Holder in writing of the
occurrence of any act or event including, without limitation, the commencement
or threat of any action, suit, claim or proceeding against or investigation of
Borrower which could materially and adversely affect Borrower or which could
impair the  validity, effectiveness or enforceability of, or impair Borrower's
ability to  perform its obligations under, this Note, and of the occurrence of
any Event  of Default or any event which with the giving of notice, the lapse of
time, or  both, would become an Event of Default and the action Borrower
proposes to  take with respect thereto.

               c.  Borrower shall, at any time and from time to time, upon the
written request of Holder, execute and deliver to Holder such further documents
and instruments and do such other acts and things as Holder may reasonably
request in order to effectuate fully the purpose and intent of this Note.

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          6.   Representations and Warranties of Borrower.

               Borrower hereby makes the following representations and
warranties, which shall be deemed to be continuing representations and 
warranties until payment in full of all indebtedness of Borrower to Holder 
arising pursuant to this Note.

               a.  No Conflict. The execution, delivery and performance of this
Note are not in contravention of or in conflict with any agreement, indenture or
undertaking to which Borrower is a party or by which Borrower or any security
interest, lien or other encumbrance to be created or imposed upon any such
property by reason thereof.


               b.  No Default. There has occurred and is continuing no Event of
Default or any event which with the giving of notice or the lapse of time, or
both, would constitute an Event of Default.

               c.  Litigation. There is no action, suit or proceeding pending
or, to the best of Borrower's knowledge and belief, threatened against or
affecting Borrower which could impair the validity, effectiveness or
enforceability of, or impair Borrower's ability to perform its obligations under
this Note, whether said actions, suits or proceedings are at law or in equity or
before or by any governmental authority.

          7.   Default Rate.

               Any amounts not paid when due shall thereafter bear interest at
a rate per annum equal to the interest rate set forth in Section 2 above, plus
two percent (2%).

          8.   Waiver.

               Borrower hereby waives any right of offset Borrower may now or
hereafter have against Holder, and Borrower hereby also waives diligence,
presentment, protest and demand, notice of protest, dishonor and nonpayment of
this Note and expressly agrees that, without in any way affecting the liabilty
of Borrower hereunder, Holder may extend any maturity date or the time for
payment of any installment due hereunder, accept additional security, release
any party liable hereunder and release any security now or hereafter securing
this Note. Borrower further waives, to the full extent permitted by law, the
right to plead any and all statues of limitations as a defense to any demand on
this Note, or on any deed of trust, security agreement, lease assignment,
guaranty or other agreement now or hereafter securing this Note.

          9.   Right of Setoff.

               Upon and after the occurrence of any Event of Default, Holder is
hereby authorized by Borrower, at any time and from time to time, without notice
to Borrower, to set off against, and to appropriate and apply to the payment of,
the obligations and liabilities of

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Borrower hereunder (whether matured or unmatured), any accounts maintained with
it by Borrower and/or any and all amounts owing by Holder to Borrower (whether
matured or unmatured, and however evidenced).

          10.  Jurisdiction.

               For any action related to the judicial enforcement or
interpretation of this Note, Borrower expressly submits to the non-exclusive
jurisdiction of the state or federal courts located in the County of Knox the
State of Tennessee at the election of Holder, which election may be made from
time to time. Borrower further irrevocably consents to the service of process

out of any of the aforementioned courts in any such action or proceeding by
mailing of copies thereof by registered or certified mail, postage prepaid, to
Borrower at Borrower's address for notice furnished to Holder, such service to
become effective five (5) days after such mailing. Nothing herein shall affect
the right to serve process in any other manner permitted by law or the right of
Holder to bring legal action or proceedings in any other jurisdiction.

          11. Waiver of Jury Trial.

              BORROWER HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY 
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE, OR ANY DEALINGS
RELATING TO THE SUBJECT MATTER OF THIS NOTE AND THE DEBTOR/CREDITOR RELATIONSHIP
THAT IS BEING ESTABLISHED. The scope of this waiver is intended to be
all-encompassing of any and all disputes that may be filed in any court and that
relate to the subject matter of this transaction, including without limitation
contract claims, tort claims, breach of duty claims, and all other common law
and statutory claims. Borrower acknowledges that this waiver is a material
inducement to Holder to extend credit in the form of the principal amount of
this Note and that Holder has already relied on this waiver in entering into
this transaction, and the Holder will continue to rely on this waiver in its
related future dealings. Borrower further warrants and represents that it has
reviewed this waiver with its legal counsel, and that it knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, AND THE WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING THERETO. IN THE EVENT OF
LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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          12.  Legal Fees.

               Borrower agrees to pay all costs and expenses, including without
limitation attorney's fees actually incurred by Holder in connection with the
enforcement of any obligation of Borrower under this Note.
 
          13.  Severability.

               In case any term or any provision of this Note shall be invalid,
illegal or unenforceable, such provision shall be severable from the rest of
this Note and the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

          14.  Headings.

               Headings used in this Note are inserted for convenience only and
shall not be deemed to constitute.

          15.  Governing Law.

               This Note shall be governed by and construed in accordance with 
the laws of the State of Tennessee.


                                        Borrower:

                                        STRATEGIC HOLDINGS CORPORATION

                                        By: /s/ Russell Adler, President
                                            --------------------------

                                                Russell Adler
                                        Name:_________________________

                                                President
                                        Title:________________________


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