EXHIBIT 10.3

                     Clements Brands Distribution Agreement


Party A:          Clements Citrus Sales of Florida
                  P.O. Box 2594
                  Stuart, Florida, USA
                  Tel: 561-219-0132
                  Fax: 561-219-3712


Party B:          Qinhuangdao Ruthersoft
                  116 Haiyang Road, Haiyang District, Qinhuangdao
                  Qinhuangdao, Hebei Province, 066001, P.R. China
                  Tel: 86-10-67151102
                  Fax: 86-10-67151099


         On May 16, 2000, Party A and Party B reached mutual agreement regarding
the terms and  conditions  for developing the Chinese citrus market for Clements
Brands Fresh Citrus Fruits (the  "Products")  and hereby confirm the contents of
their Agreement as follows:


I.       Distribution and Sales Rights

1)   Party A hereby confirms that Party B, on an independent  contractor  basis,
     is the sole Exclusive  Distributor for the Products in the designated sales
     district  of  the  People's   Republic  of  China  (the  "Designated  Sales
     District").  This Designated  Sales District is limited to the provinces of
     Shanxi, Henan,  Heilongjiang,  Lianoning,  Shaanxi,  Hubei, Aihui, Sichuan,
     Hunan and Hebei as well as the municipalities of Beijing and Shanghai.

2)   Party B may, at its own costs, develop customers, build branch offices, and
     establish sales locations to sell the Products within the Designated  Sales
     District.

3)   Without Party A's written  authorization,  Party B shall not sell any other
     brands of  frozen  concentrated  orange  juice,  any other  brands of fresh
     cirtus fruits or any other citrus-related concentrated products.

4)   Without  Party's  A  written  authorization,  Party B shall  not  sell  the
     Products outside of the Designated Sales District.




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II.      Purchase of Golden Phoenix Brand Frozen Concentrated Orange Juice

1)   Party A agrees to sell and Party B agrees to purchase  such  quantities  of
     the  Products at such prices as may be mutually  agreed upon by the Parties
     using the Purchase Order Method.

2)   Unless  Party A agree,  the size of each  Purchase  Order placed by Party B
     shall be at least one 40-foot standard shipping container of the Products.


III.     Payment Method and Time Limit

1)   Except as provided in Section IX.(2)(a) below,  Party A agrees that party B
     shall make payment for the Products  within a time limit of sixty (60) days
     in the form of an  irrevocable  Letter of Credit or by confirmed  bank wire
     transfer.

2)   Party A agrees to dispatch the ordered  Products  within fourteen (14) days
     upon receipt of the Letter of Credit or confirmed bank wire transfer.

3)   During the term of this  Agreement,  any other  methods of payment  must be
     mutually discussed by Parties A and B and confirmed in writing.


IV.      Product Specifications and Quality Control


1)   All Product shipments from Party A must meet the product specifications set
     out in  Attachment  A to this  Agreement.  Attachment  A is  defined as the
     minimum fresh citrus fruit import  requirements of the national  government
     of the  People's  Republic  of China.  Attachment  A may be  amended by the
     Parties in writing from time to time.

2)   Party B agrees that the product specifications set our in Attachment A meet
     or exceed the relevant Chinese Governmental requirements governing imported
     fresh citrus fruits as of the date of the Agreement.  Party B undertakes to
     promptly  notify Party A in writing of any changes in the  relevant  Chines
     Governmental requirements for the Products.

3)   Party A shall  provide  documents,  requirements  and training  relating to
     Product storage,  transportation  and quality assurance so that Party B may
     be in strict compliance and to guarantee Product quality.


V.       Sales and Market Management

1)   Party B shall  use its best  efforts  to expand  the sales of the  Products
     within the Designated Sales District.

2)   On a regular basis, Party B shall provide inventory records, pricing, sales
     and promotions situation reports to Party A.


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3)   Party B shall  develop  a  complete  record  for  Party A, of any  Clements
     Products  retailers and secondary  distributor  customers in the Designated
     Sales District.

4)   On a regular  basis,  Party B shall provide  promotion  plans and marketing
     expense plans to Party A for review.

5)   Without  additional  cost,  Party A shall be  responsible  for providing to
     Party B training relating to the business of selling the Products.

6)   Party B shall coordinate with party A in the area of market management.

7)   Party A has the  responsibility and obligation to provide to Party B, at no
     additional cost,  information  about any customers and potential  customers
     for the Products developed by Party A within the Designated Sales District.


VI.      Products, Packaging and Transportation

Citrus Fruits, Fresh by Thirty (3)) day refrigerated shipping container (via sea
freight).

A.   Grapefruit" 34-50 Lb. in net weight in Export Standard Paper Carton

B.   Oranges: 30-50 Lb. in net weight in Export Standard Paper Carton.


VII.     Pricing terms and Promotion

1)   Pricing will be based on CIF Qinhuangdao, China.


2)   Part A shall provide to Party B for  reference,  at no  additional  cost, a
     reasonable  amount of samples and examples of appropriate  advertising  and
     promotion items and related information currently used in the U.S. market.

3)   Part y A will deduct 5% off the invoiced  price  (excluding  insurance  and
     freight) i.e., 5% off the FOB Florida Value,  of each order of the Products
     placed  by  Party B as a  special  promotional  credit  to  party  B.  This
     deducts/credit  is effective  before  Party B arranges  for an  irrevocable
     Letter of Credit or wire transfer the necessary payment to Party A for each
     order.


VIII.    Customs Clearance

1)   Part B is responsible  for clearance of any goods through  Chinese  Customs
     and the payment of any applicable taxes,  fees or expenses  associated with
     any importation.




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2)   In the event that nay products  have been  rejected for entry into China by
     Chinese Customs,  Party B shall promptly notify Party A of the rejection as
     the reasons for the rejection.  This includes providing Party A with copies
     of the relevant inspection  certificates and/or government notices relating
     to the rejection. Both Parties shall promptly develop a mutually acceptable
     approach to handle the situation and to mitigate damages.  However,  if the
     circumstances  surrounding  the rejection are caused by Party A for reasons
     of  shipping  the  Products  in a manner  that  does  not meet the  Product
     specification  as set out in Attachment A, Party A shall be responsible for
     it's own damages. Addition ally, bot Parties agree that Party A's liability
     for any  damages  experienced  by Party B shall be  limited  to the  actual
     purchase price paid by Party B (after discounts) for the rejected products.

IX.      Sales Goal

1)   Minimum  Purchase  Quantities:  During the one year period from the date of
     the Agreement to May 16, 2001,  Party B agrees to order a minimum of Twelve
     (12) 40-foot standard shipping containers of the Products supplied by Party
     A in accordance with the Pricing and Promotion terms set out in Section VII
     above and the Order Schedule set out in this Section IX (2) below;

2)   Order Schedule:

     (a)  Notwithstanding the provisions of Section III.(1), Party B shall order
          and pay by L//c at 60 days  for the  first  Two (2)  40-foot  standard
          shipping  containers  of the Products  within  Thirty (30) days of the
          execution of this Agreement; and

     (b)  Within  ten (10)  days  after  the  first  Two (2)  containers  of the
          products  have been  cleared  for entry to China by  Chinese  Customs,
          Party  B  shall  order  another  Two  (2)  40-foot  standard  shipping
          containers of the products.  Part B shall have Sixty (60) days to make
          payment for these two conatiners as set out in Section III. (1) above.

     Items (1) and (2) of this Section  together  constituted  the "Sales Goal".
     Party B  agrees  that if it  breaches  any of its  obligations  under  this
     Section or any other  section/subsection of this Agreement,  Party A may at
     it owns  discretion,  terminate  Party  B's  status  as the sole  Exclusive
     Distributor of the Products in the Designated  Sales District under Section
     I.(1) of the Agreement even though Party A may still do business with Party
     B according to the other applicable terms of this Agreement.


X.       Terms of Agreement

1)   This  Agreement  is valid from the date of this  Agreement  to May 16, 2001
     (the "Initial Period").

2)   During  the  initial  Period,  Party  A has the  right  to  terminate  this
     Agreement,  including  but not limited to Party B's  Exclusive  Distributor
     status in the Designated  Sales District,  after giving Party B thirty (30)
     days notice in writing unless the Sales Goal has already been met.


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3)   If the Sales Goal has been met prior to any  termination  of the  Agreement
     Nandu both Parties have  reached  mutual  agreement on a new sales goal for
     the following year, this Agreement shall remain in full force until May 16,
     2004. (the "Extension").

4)   Both Parties agree that during the Extension period,  either Party may, for
     whatever, reason,  unilaterally terminate this Agreement and the rights and
     obligations of the Parties towards each other by paying the other Party the
     amount of Fifty Thousand U.S.  Dollars  (US$50,000) as liquidates  damages.
     The terminating  Party's  obligation to pay the liquidated  damages will be
     triggered by its written  notice of  termination  to the other Party.  Both
     Parties agree that it may  difficult to calcualte the exact damages  caused
     by an early  termination and the pre- determined  amount of US$50,000 is an
     adequate and reasonable compensation.


XI.      Force Majeure

Both  Parties  agree that in the event that a force  Majeure  (any  circumstance
reasonably  beyond the  control  of the  affected  Party)  prevents a Party from
performing  all or part of its  obligation  as set out in this  Agreement,  that
Party shall be relived of all or part of its liability under this Agreement upon
written consent by the other Party.

XII.     Dispute Resolution

1)   Both  Parties  agree to resolve  any  dispute  relating  to this  Agreement
     through  friendly  discussions.  In the event that a mutually  satisfactory
     resolution  cannot be reached  within  thirty (30) days after a dispute has
     arisen, both Parties agree that the dispute shall be resolved through final
     and  binding  arbitration  by the China  International  Economic  and Trade
     Arbitration  Commission  ("CIETAC").  The arbitration shall be conducted in
     accordance with CIETAC to form the  three-persons  arbitration  panel.  The
     arbitration  shall be conducted in  accordance  with  CIETAC's  arbitration
     rules in effect at the time of applying for arbitration.

2)   Both Parties agree to choose a mutually agreed upon Hong Kong arbitrator as
     the presiding  arbitrator  and each Party shall choose an  arbitrator  from
     among  the  panel  of  Arbitrators  of  CIETAC  to from  the  three-persons
     arbitration panel. The arbitration shall be conducted in English.

XIII.    Others

1)   Any provision of this Agreement  shall not be  interpreted as  partnership,
     joint venture or agency relationship.

2)   This  Agreement,   together  with  Attachment  A,  constitutes  the  entire
     agreement  between the Parties  relating to the subject  matter  hereof and
     supercedes  all prior,  written or oral  negotiations,  representations  or
     agreements.



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3)   Any changes to this  Agreement  shall be approved by mutual consent of both
     Parties and confirmed in writing.

4)   This  Agreement  shall  inure to the  benefit  of and be  binding  upon the
     successors and assigns of the Parties hereof. Furthermore, each Party shall
     not transfer or assign this Agreement  without prior written consent of the
     other Party.

5)   Both  Parties  reaffirm  that  they  will  act in  full  compliance  of all
     applicable  laws and  regulations,  including but not limited to the United
     States Foreign Corrupt Practices Act.

6)   Both Parties agree that the subject  matter and the rights and  obligations
     set out in this Agreement  relate to private  commercial  activities.  Each
     Party hereby  irrevocably  waives to the fullest extent  possible and shall
     not claim in any  jurisdiction  any immunity  (including but not limited to
     "Sovereign  Immunity")  from any action relating to this Agreement taken by
     one Party against the Other Party.

7)   This Agreement is written both in Chinese and English Languages and the two
     versions shall have the equal effect.


Party A:                                   Party B:
CLEMENTS CITRUS SALES OF FLORIDA           QINHUANGDAO RUTHERSOFT


Signature and Seal:                        Signature and Seal:

/s/ Joseph Rizutti for                     /s/ (illegible - Chinese Script)

Representative: Henry T. Clements, Jr.     Representative: Ling, Xiao

Date: 16 May 2000                          Date: 16 May 2000

Witnessed by:                              Witnessed by: