EXHIBIT 10.2

  Golden Phoenix Brand Frozen Concentrated Orange Juice Distribution Agreement


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


Party B:          Hongrun Trade Co., Ltd.
                  No. 11, Zhi Gu Jie
                  He Dong Qu, Tianjin, China
                  Tel: 86-22-24125708
                  Fax: 86-22-24213798


         On September  29, 1999,  Party A and Party B reached  mutual  agreement
regarding the  development of the Chinese  northern  district  market for Golden
Phoenix  Brand  Frozen  Concentrated  Orange Juice (the  "Products")  and hereby
confirm the contents of their Agreement as follows:

1.       Distribution and Sales Rights

1) Party A hereby confirms that Party B, on an independent  contractor basis, is
the sole  Exclusive  Distributor  for Golden  Phoenix Brand Frozen  Concentrated
Orange Juice in the  northern  district of China [areas north of the Chang Jiang
(Yangtze) River] (the"Sales District").

2) Party B may, at its own costs,  develop customers,  build branch offices, and
establish  sales  locations to sell Golden  Phoenix  Brand  Frozen  Concentrated
Orange Juice within the Sales District.


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

4) Without  Party's A written  authorization,  Party B shall not sell and Golden
Phoenix Brand Frozen  Concentrated  Orange Juice outside of the designated Sales
District.


2.   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 as may be mutually agreed upon by the Purchase Order Method.

2) Unless Party A agree, the size of each Purchase Order placed by Party B shall
be at least one standard shipping  container size of Golden Phoenix Brand Frozen
Concentrated Orange Juice.


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3.   Payment Method and Time Limit

1) 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.

2) Party A agrees to dispatch the ordered  Products  within  fourteen  (14) days
upon receipt of the Letter of Credit.  All Product  shipments  from Party A must
meet the product specifications provided to Party B in September 1999.

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.


4.   Relating to Quality Control

1) Party A shall  provide  information  on  quality  standards,  product  agency
arrangements,  hygiene  inspection  reports and commodity  inspection reports in
compliance with U.S. governmental regulations, and shall guarantee that they are
in compliance with Chinese governmental regulations.

2) Party A shall  guarantee  that the Products  meet the  requirements  for food
hygiene and technical supervision regulations of the untied States and China.

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

4) Party A  shall  be  responsible for providing technical quality assurance and
training to Party B.


5.   Sales and Market Management

1) Party B shall  use its best  efforts  to expand  the sales of Golden  Phoenix
Brand Frozen Concentrated Orange Juice within the Sales District.

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

3) Party B shall  develop a complete  record of any Golden  Phoenix brand Frozen
Concentrated Orange Juice retailers and secondary distributor customers.

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



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5) Party A shall be  responsible  for providing to Party B training  relating to
the business of selling Golden Phoenix Brand Frozen Concentrated Orange Juice.

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 within
the Sales District.


6.   Products, Specifications and Packaging

1) Can Packaging: 24,000 cans per 20-foot Container (about 20,000 lb. in weight)

2) Per Drum: 55 Gallon Drums (about 6000 lb. in weight)


7.   Pricing and Promotion Expenses:


1) CIF Tianjin Xingang

     Method of  Transportation:  30 day cold storage shipping  container (by sea
     freight)

     Can Packaging: 1000 cases, 1 X 24 cans,

     Total Price: US$ 180 per drum

2) First Shipment: Party A will provide Twenty-Thousand U.S. Dollars (US$20,000)
to Party B as promotion expenses.

     a)  Within  three  (3)  days of  issuance  of  Letter  of  Credit,  pay 50%
     (US$10,000) to an US$ account designated by Party B.

     b) Within three (3) days of the arrival of the shipment in Tianjin, pay 50%
     (US$10,000)  to an US$  account  designated  by  Party.

     c) The promotion  expenses for the Second  Purchase Order will be US$15,000
     (US$23/case subject to volume discount)

     The  promotion  expenses  for the Third  Purchase  order will be  US$10,000
     (US$23/case subject to volume discount)

     A volume  discount  of Five  Percent  (5%) off the  invoiced  price will be
     applied from the second  container to the tenth container  ordered by Party
     B.

3) Part A Shall provide  appropriate advertising and promotion items and related
information currently used in the U.S. market.


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8.   Duration of Agreement

This  Agreement  shall be  effective  for a period  of one year from the date of
execution.


9.   Others

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

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

3) 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.

4) Any dispute  arising out of this Agreement  shall be resolved by both Parties
through final and binding arbitration in Hong Kong under the applicable rules of
the Hong Kong International Arbitration Centre according to the substantive laws
of the State of New York, U.S.A., without regard to any choice of law principles
therein.


Party A:                                     Party B:

Signature and Seal:                          Signature and Seal:       [Seal]

/s/ Henry T. Clements, Jr.                   /s/ (illegible - Chinese Script)

Representative: Henry T. Clements, Jr.       Representative:
                                                  (illegible - Chinese Script)

Date: 18 October 1999                        Date 11-18-1999
Witnessed by:                                Witnessed by:
/s/ (illegible - Chinese Script)             /s/ (illegible - Chinese Script)