Import Agency Contract

     This  Import  Agency   Contract  (this   "Contract")  is  entered  into  on
________________, ________ between the following parties:

Party A:          Clements Citrus Sales of Florida, Inc.
                  PO Box 2594
                  Stuart, Florida, USA
                  Tel:  1-561-219-0132
                  Fax:  1-561-219-3712

Party B:          Golden Wing Mau Enterprise Development Co. Ltd.
                  Room 1707, Block A
                  Carrianna Friendship Square
                  Renmin Road South
                  Shenzhen, Guangdong Province,
                  People Republic of China
                  Tel:  86-755-518-2807
                  Fax:  86-755-518-2258

     Following  friendly  discussions,  Party A agreed to engage  Party B as the
Import  Agent for Party A frozen  concentrated  fruit  juices  and fresh  citrus
fruits  (hereinafter  abbreviated as the "Product" or "Products") in the Peoples
Republic  of  China  (hereinafter   abbreviated  as  "China")  and  the  Special
Administrative Region of Hong Kong of the Peoples Republic of China (hereinafter
abbreviated  as "Hong Kong") and Party B agreed to accept Party A engagement  as
Import  Agent.  Both  Parties have  voluntarily  agreed to set out the terms and
conditions of their import agency relationship in writing as follows:

1.   Scope  of the  Import  Agency.  Party A  agrees  to  engage  Party B, on an
     independent  contractor basis, as the Designated Import Agent to handle the
     importation  and customs  clearance of the Products in China and Hong Kong.
     Party A reserves the right to accept any  customer  orders and Party B does
     not have authority to accept orders on behalf of Party A.

2.   Representations of Party B. Party B represents and warrants to Party A that
     it is duly  authorized by the relevant  Chinese and Hong Kong  governmental
     entities to engage in the foreign and domestic trade of frozen concentrated
     fruit juice products and fresh citrus fruits,  including but not limited to
     acting as import  agent for the  importation  and customs  clearance of the
     Products,  invoicing  and  collecting  payments  from  certain  China-based
     customers of Party A and making US Dollar denominated electronic remittance
     to Party A as provided for under this Contract.  Party B further represents
     and  warrants  to Party A that it is  staffed  and  equipped  to handle the
     importation and customs clearance of the Products throughout China and Hong
     Kong, including but not limited to the ports of Tianjin,  Qingdao,  Yantai,
     Xiamen, Shenzhen through Wenjindu/Yantian and Hong Kong.

3.   Responsibilities  of Party B as Import Agent.  In  consideration of Party A
     agreement to pay the Import  Agent Fee as set out in Paragraph  4(d) of thi
     Contract, Party B agrees to use its best

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     efforts to ensure the prompt  importation  of the  Products  into China and
     Hong Kong. Party  B responsibilities as Import Agent shall include, but are
     not limited to the following:

     (a)  Party B shall act as the  Importer  of Record on import  documentation
          that must be  submitted  for  customs  declaration  for the  Products'
          import  sales  into  China and Hong Kong  unless  any Party A customer
          requests  and has the  ability to arrange for  importation  of its own
          orders;

     (b)  As directed by Party A, Party B shall:

          (i)  review  and  process  any  paperwork   necessary  to  effect  the
               importation of Product shipments into China and Hong Kong;

          (ii) arrange  for  the  necessary   customs  clearance  and  commodity
               inspection;

          (iii)arrange for the payment of any necessary  taxes,  customs tariffs
               and/or  inspection  charges,  subject to Party B being reimbursed
               any actual payments of taxes,  commodity  inspection expenses and
               other reasonable  out-of-pocket expenses  by Party A, and Party A
               payment by telegraphic  transfer ("T") of estimated  import costs
               as set out in Paragraph 4(f) of this Contract; and

          (iv) "trouble-shoot"  any related import problems  including,  but not
               limited to, the  situations  described in Paragraph  4(a) of this
               Contract.

          Party B does not have any  responsibility  or  obligation  to  advance
          payments for purchases or any other expenses to Party A. Party B shall
          reconcile  accounts  with  Party A and both  sides  shall  settle  any
          outstanding amounts owed to the other Party every Thirty (30) days;

     (c)  As  directed by Party A, Party B shall  notify  Party A  customers  in
          China and Hong Kong of the arrival of their  orders at the  respective
          destination  ports and promptly  notify the customers to pick up their
          orders  after the  shipments  have  cleared the  relevant  customs and
          inspection  authorities  (any  local  transportation  and/or  delivery
          charges,  any storage costs not caused by Party B delay  and any other
          reasonable expenses shall be paid by the customers  separately and are
          not covered by this  Contract  unless Party A  undertakes  to bear any
          such costs in writing);

     (d)  As  directed  by  Party  A,  Party  B  shall  arrange  for  the  local
          distribution  of the  Products  on an "as needed"  basis  and shall be
          reimbursed any reasonable out-of-pocket expenses by Party A;


     (e)  As  directed  by Party A, Party B shall  invoice  certain  China-based
          customers  of Party A, collect any Party A customer  product  payments
          that are denominated in RMB,  deduct the appropriate  reimbursement(s)
          and Import Agency Fee [as defined in Paragraph  4(d) of this Contract]
          owed to Party B for the imports in question,  convert the balance into
          US Dollars for electronic  remittance to Party A in a timely  fashion.
          Party B shall provide  progress and accounts  reports to and reconcile
          accounts  with Party A and both  sides  shall  settle any  outstanding
          amounts owed to the other Party every Thirty (30) days;

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     (f)  At the  request  of Party A,  Party B shall  arrang  for the  suitable
          storage  of any  Products  in any  necessary  bonded  area(s) in China
          and/or Hong Kong and their  subsequent  entry into China and Hong Kong
          (Party A or the relevant  customer shall be responsible for payment of
          any such storage costs);

     (g)  Party B shall provide liaison with the relevant  Chinese and Hong Kong
          governmental  entities  regulating  the  importation of foreign frozen
          concentrated  fruit juices and fresh citrus  fruits and advise Party A
          of any updates  and/or  revisions  which  may affect  Party A  Product
          sales to China and Hong Kong;

     (h)  As a one time  service,  Party B agrees to assist Party A in obtaining
          official  approval for the necessary  imported  food  product/labeling
          registrations for Party A frozen  concentrated  fruit juices  in China
          and Hong Kong.  Party B further  irrevocably  agrees to permit Party A
          (at Party A's  discretion) to use Party B  Shenzhen/Hong  Kong company
          name and  address as the  Importer  on the food labels for any Product
          containers  and/or  packaging  intended  for the Chinese and Hong Kong
          markets for a period of Three (3) years from the date of this Contract
          or from the date of any subsequent extension;

     (i)  Party  B  shall  assist  Party  A  to  safeguard  against  any  unfair
          competition that may arise relating to Product sales in China and Hong
          Kong as a  result  of the  actions  of a  third  party  to the  extent
          permissible by the relevant laws and regulations;

     (j)  Party B  understands  that Party A  Products  are  marketed  under the
          CLEMENTS  and  CLEMENTS  trademarks.  Party B  acknowledges  that  the
          CLEMENTS and CLEMENTS trademarks and the corresponding trade dress and
          advertising and product promotion  material are the exclusive property
          of Party A. Party B shall not  imitate,  infringe or register or cause
          others to  imitate,  infringe  or  register  the  CLEMENTS or CLEMENTS
          trademark  /trade  dress in China or  anywhere  else in the  world and
          shall assist Party A in any actions against unauthorized  infringement
          of the CLEMENTS or CLEMENTS trademark/trade dress; and

     (k)  Party B  understands  that Party A agrees to appoint it as  Designated
          Import   Agent  for   China   and  Hong   Kong   based  on  Party  B's
          representations  and warranties of its ability to fulfill all of Party
          B's responsibilities  and obligations under this Paragraph and/or this
          Contract.  If because of Party B's convenience or any other reason(s),
          Party B delegates or subcontracts out any of its  responsibilities and
          obligations  under this  Paragraph  and/or  this  Contract  to a third
          party,  Party B still has to bear full  responsibility  for all of its
          responsibilities  and  obligations  under this  Paragraph  and/or this
          Contract.

4.   Responsibilities of Party A.

     (a)  Party  A  is  responsible   for  compliance   with  imported   product
          specifications,    quality,   quantity,   packaging   and   inspection
          requirements  as provided for in its Product sales  contracts with its
          customers.  If Party B as Import  Agent  discovers  during  the import
          process  any damage,  discrepancy  or other  problems  relating to the
          imported  Products,  Party B agrees to notify  Party A of the relevant
          facts  by  facsimile  as  soon  as  possible  and  assist  Party  A in
          requesting   compensation   from  the  insurance  company  and/or  the
          responsible party. Party A is also

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          obligated to make  corrections and undertake  remedial actions as soon
          as possible.  If Party B discovers any problems or receive any Product
          complaints after the Products have entered China or Hong Kong, Party A
          agrees to provide Party B with  appropriate  support  depending on the
          circumstances.

     (b)  Party A agrees to promptly notify Party B if an Product shipments made
          to China and Hong Kong require  importation  documentation and customs
          clearance by Party B and provide  Party B with any  necessary  product
          and transportation documentation. In addition, Party A shall reimburse
          Party B for the  payment  of any  necessary  taxes,  customs  tariffs,
          inspection  charges and  reasonable  out-of-pocket  expenses  actually
          incurred  for  such  shipments  (as  documented  by  Party B in a form
          satisfactory  to  Party A)  either  through  deductions  by Party B as
          provided for under Paragraph 3(e ) above or by direct payment to Party
          B;

     (c)  Party A will request its Chinese and Hong Kong  customers to use Party
          B as their  respective  import agent for their Product  purchases from
          Party A.  However if any Party A customer  has the  ability to arrange
          for its own importation, such a customer is not obligated to use Party
          B as import agent;

     (d)  In consideration of Party  B performance of its obligations under this
          Contract,  Party A shall pay Party B an Import Agent Fee in the amount
          of Two Percent (2 %) of the gross  value of Party A's goods handled by
          Party B as Import  Agent.  The gross value does not take into  account
          any discounts or preferences given by Party A to its customers.  Party
          A will pay Party B the Import Agent Fee within  Thirty (30) Days after
          the date of the Bill of Lading of each shipment,  unless payments have
          been  collected and  deductions  have been made by Party B pursuant to
          Paragraph  3(e ) above.  Notwithstanding  the  above  agreement,  both
          Parties  agree that Party B is not entitled to receive an Import Agent
          Fee  from  Party A for the  Product  shipments  which it  imports  for
          itself, its parent company(ies) and/or its subsidiaries.

     (e)  Any expenses which may arise during the import process of the Products
          shall be borne by Party A and its customers (as may be agreed  between
          them).  Examples  of  such  expenses  include  cargo  pickup  fees  at
          ports/airports,  transportation  fees, customs declaration fees, taxes
          (value  added  taxes),   customs  tariffs,   product  inspection  fees
          (including commodity inspection, plant material inspection and hygiene
          inspection),  storage fees,  the costs of bank wire transfers of funds
          to Party and any other reasonable  out-of-pocket expenses. The payment
          of these  expenses  shall be made at the same time as the  payment for
          the Import Agent Fee for the  shipments  in question.  Notwithstanding
          the above  agreement,  both Parties agree that Party B is not entitled
          to receive any reimbursements for import-related expenses from Party A
          for the Product  shipments  which it imports  for  itself,  its parent
          company(ies) and/or its subsidiaries;

     (f)  To avoid Party B advancing funds for  expenses to Party A, the Parties
          agree that prior to any importation of the Product shipment(s),  Party
          B shall  submit an estimate of all import costs to Party A. Within Ten
          (10)  days  after  the  date of the  Bill of  Lading  for the  Product
          shipment,  Party A shall  remit by TT to Party B a mutually  agreed to
          amount to cover such import costs.  In addition,  Party A will provide
          Party B a Letter of Credit of Thirty  Thousand US Dollars  (US$30,000)
          which shall be drawn by Party B if and only if:

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          (i)  Party A ships to Party B without  sending the import  costs by TT
               to  Party  B  within  the  designated   time;  or

          (ii) material  non-compliance  by Party A of the Chinese  governmental
               import  requirements  as set out in  Attachment A to the CLEMENTS
               Brand  Frozen  Concentrated  Fruit  Juices  Sales  and  Marketing
               Contract executed by the Parties on _______________  led to Party
               B's payment of a penalty  and/or  other  unexpected  expenditures
               levied by the Chinese  Government.  Party B shall provide Party A
               with reports on expenses and accounts every Thirty (30) days.

     (g)  Party A guarantees that its Product  shipments t be handled by Party B
          shall  conform  with  the  quality,   quantity,   packaging  and  size
          requirements  as specified in the  contracts  between  Party A and its
          customers  regarding  such  shipments  and as stated in the  documents
          prepared by Party A for use in the importation process;

     (h)  Party A guarantees that it is the owner of the CLEMENTS  trademark and
          reaffirms  its  compliance  with all  relevant  laws  and  regulations
          regarding the protection of intellectual  property rights in China and
          the USA; and

     (i)  Party  A  agrees  to  indemnify  and  hold  harmless  Party  B for any
          responsibilities  and  expenses  for which  Party B is held  liable in
          performance  of its  obligations  under  this  Contract  caused by the
          negligence,  mistakes or breach of the  Contract by Party A or a third
          party,   provided   that   Party  A  shall  not  be  liable   for  any
          responsibilities  or expenses  caused by the  negligence,  mistakes or
          breach of the  Contract by Party B or any third party to which Party B
          delegates  or  subcontracts  out  any of its  obligations  under  this
          Contract.

5.   Term of Contract.

     (a)  This  Contract  is  effective  for One (1)  year  fro the  date of the
          signing of the Contract (the "Initial Contract Period").

     (b)  At the end of the Initial  Contract  Period,  the Parties shall review
          their  experience  with the  importation  of the  Products,  including
          information on the quantity of Products successfully imported by Party
          B, the speed of the products  clearing through customs,  the amount of
          damaged goods, the speed of collections and remittances and the amount
          of expenses  involved,  and determine in writing whether this Contract
          would be  renewed.  If the  Parties  agree in  writing  to renew  this
          Contract  after the  expiration of the Initial  contract  Period,  the
          Contract  shall be  automatically  renewed upon the expiration of each
          extension unless it is terminated by either Party for cause.

     (c)  In addition, this Contract may be terminated either during the Initial
          Contract Period or any subsequent extension under any of the following
          circumstances:

          (i)  If one Party has not performed its  obligations  under a material
               provision of the Contract even though it is capable of performing
               such  obligations  and that Party  continues  to not  perform its
               obligations  within  Twenty One (21) days after it has received a
               written

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               request  from the other  Party  demanding  performance,  then the
               other Party may terminate  this Contract by giving written notice
               of termination to that Party; or

          (ii) If one Party  voluntarily or involuntarily  goes into liquidation
               or  bankruptcy  or is unable to repay its debts owed to the other
               Party  as such  debts  become  due,  then  the  other  Party  may
               terminate  this Contract by giving  written notice of termination
               to that Party.

     (d)  Notwithstanding the above provisions,  the permission given by Party B
          in Paragraph  3(h) above  regarding the use of its name and address on
          the  product  label is valid for a period of Three (3) years  from the
          date  of  this  Contract  or  any   extension   and  is   irrevocable.
          Furthermore, any termination of this Contract for whatever reason does
          not affect the  enforcement of any  Party  rights under this Contract,
          including,  but not limited  to, the right to receive  payment for any
          amounts due.

6.  Other Provisions.

     (a)  Any  provision  of  this  Contract  shall  not  be  interpreted  as  a
          partnership or joint venture relationship.

     (b)  Any changes to this  Contract  shall be approved by mutual  consent of
          both Parties and confirmed in writing.

     (c)  This  Contract  shall inure to the benefit of and be binding  upon the
          successors and assigns of the Parties hereof.

     (d)  Any Party may be excused from its  obligations t the other Party under
          this  Contract when and to the extent that  performance  is delayed or
          prevented by any Force Majeure Event (for example,  a war or a natural
          disaster  but does not include  financial  difficulties).  However the
          Party  affected  by the Force  Majeure  must notify the other Party in
          writing by facsimile  that a Force  Majeure Event has occurred as soon
          as  possible.  After the Force  Majeure  Event has  passed,  the Party
          originally   affected  by  the  Force   Majeure   Event  shall  resume
          performance  of  its   responsibilities  and  obligations  under  this
          Contract as soon as possible.

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

     (f)  Both  Parties  agree  that  the  subject  matter  and the  rights  and
          obligations  set out in this  Contract  relate to  private  commercial
          activities.  Each Party shall  irrevocably waive 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 Contract taken by one Party against the other Party.

     (g)  This Contract sets forth the entire agreement and understanding of the
          Parties with respect to the subject  matter hereof and  supersedes all
          prior  agreements  and  understandings  relating to the subject matter
          hereof.


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     (h)  This Contract has been written in both English and Chinese. In case of
          conflict, the English version shall govern.

     (i)  Both Parties agree to resolve any dispute relating to or arising under
          this  Contract  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 any Party may
          on its own  refer  any  dispute  to  arbitration.  Each  Party  hereby
          irrevocably  waives any rights to establish  the  liability of or seek
          compensation  from the other Party to this Contract  through any legal
          channel  other than  arbitration  (but this waiver does not restrict a
          Party  use of legal channels to enforce an arbitration  award rendered
          in accordance with this Paragraph). Any arbitration shall be final and
          binding on both  Parties  and shall be  conducted  by a panel of three
          arbitrators in Hong Kong under the  applicable  rules of the Hong Kong
          International Arbitration Centre according to the plain meaning of the
          language of this Contract (and if necessary  also according to general
          international  commercial law principles  without regard to any choice
          of law principles  therein).  Both Parties  irrevocably agree that the
          scope of any arbitration  shall be limited to determining the Parties'
          liability  relating to any dispute and the  monetary  amount of actual
          damages  (with no provision  for  so-called  punitive  damages).  Both
          Parties  irrevocably  agree  that  within  Thirty  (30) days  after an
          arbitration  award is rendered,  the losing  Party to the  arbitration
          shall pay the winning Party to the  arbitration the monetary amount of
          actual damages set out in the arbitration award plus an additional Ten
          Percent (10%) as  compensation.  If the arbitration  award  determines
          that both Parties are liable to each other,  both Parties shall settle
          what they owe each other within Thirty (30) days after the date of the
          arbitration  award  according  to the  actual  damages  set out in the
          arbitration award.

Party A:                                    Party B:
CLEMENTS CITRUS SALES                       GOLDEN WING MAU
OF FLORIDA, INC.                            ENTERPRISE DEVELOPMENT
                                            Co. LTD.

/s/ Joseph Rizzuti                          /s/ illegible
Signature/Company Seal:                     Signature/Company Seal:

Representative:                             Representative:


Date: 02/09/2001                            Date: 02/24/2001

Witnessed By:                               Witnessed By:


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