EXHIBIT

                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.


                          private placement memorandum

                  5,500,000 Shares of series A preferred Stock


                                  June 18, 2001




Do not use or distribute this memorandum  without the express written consent of
Clements Golden Phoenix Enterprises, Inc.


This  memorandum and the  accompanying  operations  plan of the Company  contain
confidential  business information  belonging to the Company. You may not use or
disclose any of the business  information  contained in this  memorandum  or the
operations plan except in connection with this Offering.  You may not dispose of
this memorandum,  the operations plan or any other Offering  materials except by
returning them to the Company.















RECIPIENT _________________________                               COPY NO.___




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                    Clements Golden Phoenix Enterprises, Inc.
                                Business Summary

                                                                       June 2001

                                Executive Summary

High-quality  orange  juice from  concentrate  is generally  unavailable  in the
People's  Republic of China (China or PRC). Until recently,  exporters of orange
juice into China typically entered into joint ventures with Chinese companies to
get access to the market. As a result,  exporters lost control of the quality of
the  product  distributed  in China  and the  product  that  eventually  reached
customers  was  poor.  Our  market  research,  consisting  of taste  testing  at
tradeshows and points of sale in China,  indicates a potentially strong interest
in high-quality orange juice among Chinese consumers. China has recently entered
into  Permanent  Normal  Trade  Relations  (PNTR)  status with the U.S.,  and is
seeking entry into the World Trade Organization (WTO). These are both signs that
the  Chinese  market  is  beginning  to  open  up  to  imports  and  place  less
restrictions and requirements on importers.

The timing of these events is favorable for Clements Golden Phoenix Enterprises,
Inc. (referred to herein,  with its subsidiary Clements Citrus Sales of Florida,
Inc., as  Clements).  Clements is a marketer and broker of  high-quality  frozen
concentrated  citrus fruit juice and fresh citrus products  located in the heart
of the famed  Indian River citrus  growing  region.  Clements has spent the last
couple of years  laying the  groundwork  for the  distribution  of  high-quality
frozen  concentrated  orange  juice in China.  As food  storage  technology  has
increased the shelf life of cartoned  orange  juice,  Americans  have  generally
turned  away  from  frozen   concentrate,   leaving  many  frozen  orange  juice
processing/packaging  plants operating at under capacity. This under-utilization
of orange juice  processing  plants and the abundant  Florida orange crop enable
Clements to be a low cost producer of frozen concentrated orange juice.

Clements  developing a distribution  network in China: the Company currently has
one signed contract and is negotiating a few more.  Clements has also received a
Purchase Order from a juice company in Hong Kong. Clements' intention is to sell
high quality frozen orange juice to the burgeoning Chinese urban middle-class on
a large scale. We believe the Chinese consumer market is so large (approximately
1.24 billion people) that even relatively  shallow  penetration  would result in
significant  sales.  We  believe  that  no one  else  is  currently  bringing  a
high-quality,  frozen  concentrated  orange juice  product to this market within
China.  Clements  has the  opportunity  to be first to market and secure what is
potentially  the  largest  market for frozen  concentrated  orange  juice in the
world.

Background

Clements  Golden  Phoenix  Enterprises,  Inc.  trades  on the Over  The  Counter
Bulletin  Board and is quoted under the symbol CGPE (prior to February  2001 the
Company's symbol was CPHX). Clements is headquartered in Stuart, Florida, in the
heart of the famed  Indian  River  citrus  growing  region,  which is  generally
considered to produce some of the best tasting oranges, and orange juice, in the
world.  Clements  has  spent  the past  three  years  favorably  organizing  and
developing a pathway into opening the Chinese citrus market. Clements has played
an integral part in actively  promoting  citrus  products to the Chinese market,
which had traditionally  been closed to the U.S. Clements has achieved this step
forward  by  developing  personal   relationships  to  establish  mutual  trust,
including  with  senior  Chinese  embassy   officials  in  Washington  D.C.  and
government  officials  in China.  Clements is now actively  developing  this new
export market.

In 2000, the United States  Congress  passed  legislation  for Permanent  Normal
Trade Relations (PNTR) with the Peoples Republic of China; and President Clinton
signed the PNTR bill into law.  The  advantages  to the  normalization  of trade
between our two countries are numerous.  Standing out among these  advantages is
the  expected  dramatic  reduction  in import  tariffs  placed  on  agricultural
products  including  citrus fruit and juice products from the U.S. over the next
few years.




<PAGE>



                              Product and Packaging

Clements' product line will consist mainly of the following products:

         Frozen Concentrated Orange Juice (FCOJ)
         Frozen Concentrated Cranberry Juice
         Frozen Concentrated Apple Juice
         Frozen Concentrated Grapefruit Juice
         Valencia Oranges
         Ruby Red Grapefruit
         Dried Cranberries, strawberries, blueberries, apples, and cherries

Clements  FCOJ is offered in both  convenient  12-ounce and 32-ounce  cans.  The
12-ounce cans are for individual  consumption,  which allows the consumer to mix
the product to their taste preference.  They are primarily sold in supermarkets,
grocery  stores and other shops.  The 32-ounce cans are available  primarily for
institutions such as schools, hospitals, hotels and restaurants. 55 gallon drums
are also used to ship in bulk.

Frozen concentrate has a longer shelf life than Frozen "Prior To Use" (typically
called fresh) or Not From  Concentrate  Orange Juice.  Kept frozen,  concentrate
will keep almost indefinitely. Once the concentrate is mixed with water and kept
properly refrigerated, the juice's shelf life may run to as much as 3 weeks.

Properly  packed  fresh  citrus  has a shelf  life of 60 days.  Clements  uses a
heavier  than  standard  carton  liner  weighing  90 pounds  (as  opposed to the
standard 40 pound  liner) to insure that the fresh  fruit  arrives in  excellent
condition with minimal amounts of transit damage. The 90-pound liner is 1/2 inch
deeper than the standard,  which while adding an additional  cost to the process
actually  saves  money in the long term by  preventing  the fruit from  bruising
while in transit. Corner boards are also used to add additional stability to the
"stack" during shipping.


                             Competitive Advantages

*    Oranges  from  Florida  are widely  considered  to be sweeter and to have a
     higher juice content than oranges from elsewhere.

*    We believe  that  Clements  frozen  concentrated  orange  juice will be the
     "First to Market" in providing broad  distribution of a high quality,  100%
     pure,  frozen  concentrated  orange  juice to  China.  Clements  Management
     believe they have an  opportunity  to 'brand' their  products  using frozen
     juice   concentrate  as  the  benchmark  for  taste  in  the  frozen  juice
     concentrate market.

*    Clements'  business  strategy also includes taking advantage of the growing
     health  consciousness  of the Chinese  consumer.  Clements juices are being
     promoted as nutritious  health  beverages,  with all the health benefits of
     Vitamin C and Folic Acid.  To our  knowledge,  there are no juice  products
     being marketed this way in China at this time.

*    Clements  will  take  advantage  of the  Chinese  consumers'  affinity  for
     American products.  Distributors are looking for quality American products.
     The current fruit juice market is fragmented and underdeveloped. There is a
     strong opportunity for an American company with a high quality,  reasonably
     priced product to satisfy the Chinese desire for American goods.

*    Clements has an  excellent  opportunity  to purchase  oranges at a very low
     cost for export to the PRC.  The U.S.  is the  second-largest  producer  of
     oranges and total citrus fruit in the world,  as well as the second largest
     producer and exporter of orange juice. U.S. domestic  production of Florida
     orange  juice  is  at  an  all  time  high,   due  to   over-planting   and
     over-production by the Florida citrus growers.  Florida produces 75% of the
     nation's   total  orange   production  and  almost  20%  of  the  worldwide
     production1. Although Florida grows more oranges than all the other states,
     only about


--------

1 1998 Florida Agricultural Facts Book


<PAGE>



     5% of those  oranges  actually  get to the  market as fresh  fruit  because
     Florida  oranges  contain more juice than those grown in other parts of the
     world,  and more than 95% of  Florida's  oranges are used to make more than
     1.5 billion  gallons of juice every year2.  With the importation of cheaper
     Brazilian  FCOJ,  it has  become a common  practice  to export  much of the
     Florida product and use a combination of Florida and Brazilian  product for
     domestic  use.  The 2000  citrus  season for Florida was one of the best on
     record,  with a huge  overabundance  of oranges grown. Add to this the fact
     that there was a delayed growing season for the Southern Hemisphere,  which
     means there is a glut of oranges in the Florida market today.

*    Another advantage in marketing  Clements frozen concentrate orange juice is
     packaging.  Juice concentrate packaged in a 12-ounce can is lightweight and
     small in size and thereby provides  considerable benefit to average Chinese
     consumers who typically carry their groceries.

*    The market for cranberry products in the PRC is also undeveloped. Clements'
     initial market research has found that most Chinese consumers had not heard
     of  cranberries,  never mind tasted  them.  However,  through  sampling and
     tasting we have determined that there could be significant demand potential
     for cranberries in China.  In March 2001,  Ocean Spray  Cranberries,  Inc.,
     ("Ocean  Spray")  announced  that it  plans to  launch a line of  cranberry
     products  in the PRC  within  the  following  six  months,  and that it has
     entered into a partnership  agreement with a Chinese  company in connection
     with its launch.  Notwithstanding  this  announcement,  we believe that the
     Chinese  market  still  remains  open for new entrants and that we have the
     opportunity to become the pre-eminent cranberry provider to the PRC.

*    Indian River Ruby Red  Grapefruit  are widely  considered to be superior in
     taste and  quality  to other  grapefruit.  Although  there are fruit in the
     market that are similar to grapefruit in  appearance,  they are not similar
     in taste.  The grapefruit  market is in its infantile  stage in the PRC and
     Clements  also  has the  opportunity  to  become  the  pre-eminent  Florida
     grapefruit provider to the PRC.


                                                Market Summary

*    Oranges:
     Orange  production in China is somewhat  fragmented and primarily  services
     local  populations.  However,  oranges  have been very popular with Chinese
     consumers, as is witnessed by the fact that in 1996 there was approximately
     U.S. $159.7 MM in orange sales in Hong Kong alone3.  In fact, U.S.  oranges
     accounted for 64% of Hong Kong's  orange market in 1996,  and 84% in 19974.
     U.S. oranges accounted for approximately 96% of the Taiwan import market in
     19975.  The  majority of  Valencia  Oranges  that have  entered the Chinese
     market  are from  California  and have  been  shipped  into  Hong  Kong and
     re-exported  through Guangzhou.  As the PRC continues to take steps to open
     its markets to fall in line with world trade  practices,  it  continues  to
     close the avenues for improper imports.

     Oranges  are native to China and some  records  indicate  they date back to
     B.C.  In the  1997-986  season,  China  produced  only 17% of what the U.S.
     produces  annually,  while having five times the population size.  Domestic
     production of oranges in China is inadequate to supply a mass market.

*    Orange Juice:
     The target  market for the fresh  orange  juice has been the very  high-end
     market,  mostly foreigners and tourists or the very wealthy Chinese.  Fresh
     squeezed  orange  juice is provided in the  high-end  hotels and some small
     shopping  stalls in many of the major cities in China.  The cost of a glass
     of fresh orange juice is typically  prohibitive to the vast majority of the
     populace.  Presently, the average Chinese consumer has access to affordable
     tea products, sodas, beer and alcohol, whereas fruit juice is not available
     in most small stores and is not a common  beverage.  Currently,  we believe
     there is no one widely marketing Frozen Concentrated Orange Juice in China.
     Several products of orange flavored drinks or

--------
     2   Ibid.
     3   www.agmarkets.com
     4   Ibid.
     5   ibid.
     6   These figures taken from information provided by the Florida Department
         of Citrus.


<PAGE>



     orange juice with additives that can be considered  competitors are sold in
     China.  These products are typically shipped in bulk to allow the receivers
     to mix and  reconstitute  themselves  in China,  where the bulk  product is
     thinned out with additional water and  beta-carotene is added for color and
     sugar for taste.  Our FCOJ  products  are 100% juice and we believe  have a
     taste and nutritional advantage over competitive products.

*    Grapefruit and Cranberries:
     Florida crops account for  approximately  77% of the total U.S.  grapefruit
     production,  and nearly  47% of the world  supply7.  Approximately  139,000
     acres are utilized for growing grapefruit. Today the grapefruit industry is
     heavily dependent upon exports to Japan.  Indian River grapefruit is widely
     regarded as the best  grapefruit in the world. We believe the potential for
     international  competition  in grapefruit  and  grapefruit  products is not
     significant.

     Recently  we have been test  marketing a variety of  cranberry  products in
     China  over  the  past  year and  have  found a  strong  interest  in dried
     cranberries.  This is despite the fact that the vast  majority of those who
     sampled our dried cranberry product had previously never seen nor heard of,
     much less tasted cranberries of any kind. There has been a strong interest,
     especially  on the part of  institutional  bakers and retailers to purchase
     cranberry products.

     Presently,  the level of  international  competition  in the grapefruit and
     cranberry markets appears to be somewhat  limited.  Ocean Spray has made an
     initial presence in the PRC with a dried cranberry product (or "Craisins"),
     and this  presence  may  increase as Ocean Spray  launches  its products in
     China  pursuant  to its  recently  announced  plans,  as  discussed  above.
     However,  although  Ocean  Spray's  launch would  increase  competition  to
     Clements in China, both for cranberry and grapefruit  products,  we believe
     that these markets are sufficiently  large to enable Clements to be able to
     establish itself as one of the market leaders and to succeed in the Chinese
     marketplace for these products.

Targeted Consumer Market

The top 20% of the  population  of China  accounted  for 46.6% of the  country's
total income or  compensation  in 1998; the top 10% of the population  accounted
for  30.4%  of  total  income  or   compensation  in  the  same  year.8  Through
distribution  and  marketing  Clements  will be  targeting  these  upper  income
brackets of the Chinese population. As the economic and political climate in the
China improves due to developments  such as China's  potential  accession to the
World Trade Organization  (WTO), we believe income levels will continue to rise,
creating a continually  larger potential  customer base for a product with broad
middle-class  appeal such as  high-quality  frozen  concentrated  orange  juice.
Market  growth,  and volume related  production  cost  decreases,  will make our
product  even more  competitively  priced,  and thereby  more  appealing  to the
average Chinese consumer.

There are more than 1.24 billion  consumers in China and that number is growing.
Many Chinese consumers have not been exposed to 100% orange juice in concentrate
form. Refrigerators are becoming common household appliances along major eastern
coastal  cities,  and many households now have distilled  water  dispensers.  We
believe this is an indication that the Chinese people are becoming  increasingly
health  conscious  and thus are  likely  to be  highly  receptive  to  healthful
consumer products such as 100% juice FCOJ.  Chilled,  drinkable,  filtered water
has also become  widely  available  to the average  Chinese  consumer  living in
coastal cities. These two trends provide Clements the opportunity to provide and
supply orange juice in frozen concentrate form. The Chinese consumer now has the
capability  to mix  the  frozen  concentrate  to  their  liking.  Clements  test
marketing has proven the strong demand for a quality juice product. By marketing
Clements Orange Juice not only as a 100% juice product, but also as a nutritious
product,  we are  hitting  multiple  areas of  increasing  demand by the Chinese
consumer.

The Chinese culture  continues to change, as trade between China and the rest of
the world  continues to thrive.  Chinese  consumer  tastes are evolving,  due to
increased  exposure  to Western  media and  products.  With a higher  disposable
income,  the average  Chinese  consumer has shown a willingness to spend more on
costly,  or luxury  goods,  especially  those that add to their quality of life.
Following the early success of juice  flavored  drinks like Tang [TM],  juice is
now becoming  increasingly  popular, as it becomes more available to the Chinese
consumer. The health benefits of orange

--------
     7   1998 Florida Agricultural Facts Book

     8   2000 World Development Indicators, World Bank


<PAGE>



juice alone,  as well as its great  taste,  make it desirable to two segments of
Chinese society.  The first is the Chinese burgeoning middle class, which stress
an  importance  on the  "yuppie"  healthy  lifestyle.  The second is the average
Chinese family consumer, which is due in large part to the policy of "one child"
for families in metropolitan cities. One child typically has 6 people caring for
their health (2 parents,  4  grandparents),  and the health of the one child, as
well as everyone  else in the family,  is  extremely  important.  Our  marketing
efforts are focused on 1) families  living in major cities,  particularly  along
the coast,  because a large percentage of these consumers have refrigerators and
are relatively easy to reach; and 2) the  institutional  market in China,  i.e.,
schools,  businesses,   hospitals,  airlines  and  train  lines,  commuters  and
tourists.

The size of the market for fresh  fruit is  considerably  larger  than for juice
products, because there is no need for refrigeration.  In a press release issued
in March 2000,  Sunkist estimated that it would ship  approximately $500 million
in fresh citrus to China over the next five years.


                              Product Distribution

Clements  does due  diligence on each  potential  distribution  company prior to
entering  into  a  contract.  . In  addition  to  financial  strength,  Clements
Management  selected  companies  with  cold  storage  capabilities,  a solid and
extensive   distribution   network,  as  well  as  experience  in  the  beverage
distribution market.

Clements is working chiefly with  distributors  that are able to utilize Letters
of Credit in U.S.  Dollars as payment.  In any case in which the  Company  works
with a  distributor  that does not possess the  necessary  permit for trading in
U.S.  currency,  a  licensed  Import  Agent  will be  engaged as a broker in the
transaction to ensure Clements' receipt of payment in U.S. currency.

Clements'  business  strategy is to have one  national  import  agent handle the
import and custom  regulations  for small to mid-size  distributors  in the PRC.
This  will  significantly  reduce  the  amount  of  red  tape  and  bureaucratic
challenges   that  typically   accompany  the   development  of  a  new  market.
Additionally,  China has been divided into several regions. Initially,  Clements
will attempt to contract with more than one distributor in each region,  thereby
providing a level of competition  among  distributors to see which ones are able
to provide the best service at the least cost,  and enabling  Clements to select
the "fittest" to become the sole distributor for that region.

*    In September 1999 and renewed in 2000, Clements entered into a distribution
     contract  with Tianjin  Hongrun  Trading Co., Ltd, a large  distributor  in
     Northern  China.  Hongrun  has  distribution  throughout  Tianjin  and  the
     surrounding areas. Hongrun was appointed Clements' exclusive distributor in
     the  northern  district  of China,  which  includes  all areas north of the
     Yangtze  River.  Hongrun has agreed to distribute  "exclusively"  Clements'
     concentrated  products.  The term of the  agreement  is for a period of one
     year.

*    In February 2001, Clements signed a contract with Wing Mau Trading Company,
     Ltd.  Wing Mau will be  Clements'  Import  Agent for  Chinese  distribution
     companies that do not have import permits.  Additionally,  negotiations are
     currently under way with Wing Mau to be a distributor for Clements products
     in the  Guangdong  province.  Wing Mau is also a very large and  well-known
     distributor.

*    In May 2001,  Clements  received a Purchase Order for Valencia  oranges and
     Ruby Red grapefruit from Maxrife Ltd. of Hong Kong.

Additional  negotiations  are  under way with  several  other  distributors  for
contracts and purchase orders.


Other Asian Opportunities

In addition to Mainland  China,  we believe that Clements  also has  significant
opportunities to provide its products to other Asian  countries.  When the Asian
financial crisis hit in 1997, many Western companies pulled out or reduced their
presence  in  many  of the  Southeast  Asian  "Tiger"  economies.  Clements  has
developed opportunities and has plans to follow up on those opportunities.


<PAGE>



Domestic Distribution

Clements has spent years laying the  groundwork to distribute  product in China,
but not at the neglect of opportunities within the U.S. Clements is currently in
negotiations  with Pankow & Associates for sales of frozen  concentrated  juices
under private label to a national retail chain of 4,400 stores with the addition
of 2,000 stores over the next five years in the United States.  Clements is also
in negotiations  with Resource One, a nationwide  distributor for multiple small
chain stores.


Challenges to Distribution

There are several  barriers to  distribution  in the  Chinese  Marketplace  that
include but are not limited to the following:

     Cold Storage
     The  unpredictable  availability  of reliable  and  adequate  cold  storage
     handling and facilities in the PRC can be a significant  challenge to doing
     business.

     Our focus is to work with  distributors  that are well established in their
     regions and already distribute items that need refrigeration  (e.g., dairy,
     seafood). Such distributors may not be available in all areas or may choose
     to work with our future competitors.

     Name Brand Recognition
     Clements needs to develop brand name recognition and work with distributors
     to educate  the  consumer  and  increase  consumer  knowledge  of  Clements
     products.

     Clements  needs to  invest  monies  up front to  acquire  market  share and
     develop brand  recognition.  Clements has developed an aggressive  strategy
     for developing the market and branding its product through a combination of
     competitive pricing, creative marketing, in-store sampling and taste tests,
     merchandise giveaways, and sweepstakes.

     Product Education
     Consumer education is necessary for both grapefruit and frozen concentrated
     orange juice.  Clements' in-store promotions and taste tests are helping to
     educate the consumers. Clements, in conjunction with its local distributors
     will  continue  to carry out  consumer  education  via  sampling  and taste
     testing.

     Product Appearance
     Due to stormy  weather,  fresh  fruit from  Florida  typically  have a more
     blemished appearance when compared to the fresh fruit being exported to the
     PRC by companies in California and other countries.

Challenges to Entry

There are several  barriers to entry into the Chinese  Marketplace  that include
but are not limited to the following:

     High Tariffs
     High  tariffs  are placed on fresh  fruit and juices  imported  into China.
     These  tariffs  increase our costs,  thereby also  increasing  the ultimate
     price paid by the Chinese  consumer.  We expect that Permanent Normal Trade
     Relations between the U.S. and China,  signed into law in October 2000, and
     China's expected  accession to the WTO will lead to significant  reductions
     in these tariffs over the next five years.

     Bureaucracy
     The  bureaucracy  of the  PRC's  State  Administration  of  Inspection  and
     Quarantine   (SAIQ)  that  inspects   products  for  compliance   with  the
     established "protocol" can be difficult to navigate.

     Clements cultivates  relationships with appropriate  government  officials.
     Additionally,  Clements  makes all  efforts to ship to ports which are more
     import-friendly.


<PAGE>



     International Disputes
     Fallout from international developments,  particularly political events can
     cause strain in the US-PRC bilateral relationship.

     The passage of PNTR and the US support for the PRC's  admittance to the WTO
     are signs of an improving political relationship between our two countries.
     Clements will continue to participate in activities  which promote  better,
     more  stable  US-PRC  relations;  and  at  the  same  time,  maintain  good
     relationships  and carry out more intensive  relationship  management  with
     representatives  of the PRC  Embassy in  Washington,  DC, the US Embassy in
     Beijing, the US Department of Agriculture (USDA), the Florida Department of
     Agriculture, and SAIQ and customs inspection officers in Beijing.

Directors and Officers

Joseph R. Rizzuti, Chief Operating Officer and Chairman of Board of Directors

As Chairman of the Board and Chief  Operating  Officer of Clements,  Mr. Rizzuti
has been  responsible  for the  development of the company and  overseeing  this
private placement.  Mr. Rizzuti's  responsibilities also include the development
and negotiation of strategic alliances for Clements Golden Phoenix  Enterprises.
Mr.  Rizzuti has spent the past 15 years working as an accountant  and financial
consultant  specializing  in  individual  and  corporate  taxation and strategic
business  planning.  Mr.  Rizzuti is currently a Principal of Beacon  Accounting
Services,  Inc.  in Palm  City,  Florida.  As the former  owner of Mid  Atlantic
Shippers based in Raleigh North,  Carolina, Mr. Rizzuti has extensive experience
navigating  through  the  challenges   associated  with  international   freight
delivery.

Mr.  Rizzuti  received  a  Degree  in  Business  Administration  with a major in
Accounting from The State University of New York, College at Brockport in 1983.

Samuel P. Sirkis, President and Director

Mr. Sirkis has served as President of Clements since 2000.  Prior to that he was
President  of Global  Enterprises  of Daytona  Beach,  FL, a company  focused on
syndicating substantial business projects for corporations within the U.S. While
with Global  Enterprises,  Sam coordinated sales and shipping of automobiles and
auto parts to Finland and Russia  working with ETNA-V,  one of Russia's  largest
auto maintenance companies. Mr. Sirkis was formerly First Vice President of E.F.
Hutton &  Shearson  Lehman  Hutton,  which he  joined to  develop  and build the
Personal  Financial  Management  Department.  Under his  leadership  as National
Product Manager, the division managed over $3 billion dollars in assets.

Prior to joining E.F. Hutton,  Mr. Sirkis served as Senior Vice President of the
Boston Company,  where he developed and headed the Personal Resources  Division.
Under his  guidance,  this  division is credited  with  developing  the industry
representing professional athletes and entertainment figures. He was responsible
for not only the corporate  development and marketing of the clients'  personas,
but also all contractual negotiations and financial planning. Most recently, Mr.
Sirkis  was  responsible  for the  successful  merger of Cape Air and  Nantucket
Airlines and its successive  development into the largest small commuter airline
in the United States.

Bonnie Ludlum, Secretary and Director

Mrs.  Ludlum is a former Vice  President  in the  Comptroller's  Division of the
First  National Bank and Trust Company of Stuart,  located in Stuart,  FL, where
she was  responsible  for all  Accounting  and Budgeting  functions,  Management
Information  Systems,   Corporate  Leasing,   Branch  Placement,   and  Building
Activities.  She was also an active  member of the Bank's  Budgeting and Pricing
Committees.  From  1994  to 1997  she  served  as  Controller  of her  Husband's
construction company, Ludlum Construction Co., Inc.

Anne-Marie Ludlum, Chief Financial Officer

Mrs.  Anne-Marie  Ludlum has been with the company for three years, and has been
responsible  for  administrating  all financial  operations of the company.  Her
duties and responsibilities have included proper documentation, labeling and


<PAGE>



logistics  associated  with the  transportation  of Clements  citrus products to
China and Southeast Asia. Additionally, she has visited the People's Republic of
China on two separate  occasions and has completed the protocol required for the
sales and shipment of citrus products to Mainland China.

Mrs. Ludlum is originally  from  Marshfield,  Massachusetts  where she worked in
banking  for six  years  after  attending  Marquette  University  in  Milwaukee,
Wisconsin.  In 1990,  she moved to Florida  and worked in the  Commercial  Loans
Department at First National Bank and Trust Company in Stuart,  Florida. In 1991
Mrs. Ludlum was hired by the Martin County Credit Union where she worked for two
years before  becoming  the  Administrative  Manager for her family's  business,
Ludlum Construction.

Ronald V. Pugliese, Jr., Investor Relations

Mr. Pugliese is well experienced in Public Relations and dealing with investors.
In 1991 he  graduated  from  Flagler  College in St.  Augustine,  Florida with a
degree in Accounting  and Finance.  During  college Mr.  Pugliese  worked at The
Meadow  Club of  Southampton  in Long  Island,  New York,  which is the  world's
largest grass court tennis facility.  Following his undergraduate studies he was
appointed as Director of Operations where he managed a staff of 30 people.

In 1996,  Mr.  Pugliese  was hired at Broken  Sound Club in Boca Raton,  Florida
where he was later  named  Director of  Operations.  At Broken  Sound Club,  Mr.
Pugliese headed up daily  operations  where he managed more than 40 staff people
and handled club services for 1,500 members.

In 1998, Mr.  Pugliese began working with Clements  Citrus Sales of Florida Inc.
His  responsibilities  include  communicating  with  Shareholders,  updating and
announcing  contractual  commitments  and providing  company  information to the
investing public.

Henry T. Clements, Director

Mr.  Clements  is the former CEO of the  Company,  and a current  Director.  Mr.
Clements has spent the past 26 years working in the citrus industry.  Throughout
his career, Mr. Clements has been successful as a U.S. citrus  exporter/importer
and has proven  effective at developing new and expanding  overseas  markets for
U.S. citrus  products.  In April 2001, as a result of a disagreement  with other
senior  management and Directors,  Mr. Clements ceased to serve as an officer of
the Company.

John Samartine, Director

Mr.  Samartine  has been a  stockholder  and  Director  of  Clements  since  the
Company's inception.  He is a founding  stockholder and Director.  Mr. Samartine
has over 25 years  experience in the shipping  industry,  having worked with the
United Parcel Service since 1972, first as a driver, then as a supervisor before
working his way up to Division  Manager.  After  retiring from UPS in 1996,  Mr.
Samartine became involved with Clements Citrus Sales of Florida.

Mr. Samartine has provided advice to Clements in connection with the negotiation
of shipments of the initial  samples of Clements'  citrus products into Mainland
China,  as well as logistics for  international  distribution  between  Clements
Citrus Sales of Florida and Pacific Shipping, Inc. Mr. Samartine's knowledge and
experience  with shipping and the United Parcel  Service is an invaluable  asset
for handling logistics.





<PAGE>



                              Capital Requirements

Clements Citrus is seeking to raise capital in the amount of $4,000,000.

The Use of Funds is as Follows:

1.   Working Capital, including the development
     of overseas and domestic markets                                 $2,800,000

2.   Debt repayment                                                   $1,200,000

     Total Funds                                                      $4,000,000

Working Capital - General and administrative expenses, cost of product including
production,   packaging,   shipping   and   handling,   payroll,   domestic  and
international legal services,  trade marking,  domestic and international travel
as well as ongoing development of additional products.

Market Development - Overseas - Promotional campaigns (As discussed in detail in
Business Plan). Sweepstakes:  The idea of a Sweepstakes is relatively new to the
Chinese  market and has had  tremendous  success with several  hundred  thousand
contestants purchasing the product in a matter of days and showing up on the day
of the drawing.  Additionally,  the  following  Point of Sale pieces and product
support also will be provided to help  develop the market:  freezer  units,  Jet
Sprayers, fresh juice squeezers, water filters, and plastic juice containers.

Shareholder  Loans - The  Company is  currently  indebted  to  shareholders  for
approximately  $2,000,000.  $1,200,000 of this debt will be  reimbursed  through
proceeds from this offering.


                              Financial Assumptions

Sales

Projections  for Clements Citrus sales have been developed  through  discussions
with Chinese  distributors and extensive sample and test marketing over the past
three years.  1999 sales figures for exported Sunkist fresh oranges to Hong Kong
were also taken into consideration.

Clements Citrus initially has 4 primary product lines: Frozen Concentrate Orange
Juice  (FCOJ),   fresh  Valencia  Oranges,   Ruby  Red  Grapefruit,   and  Dried
Cranberries.  Due to low  internal  overhead,  and the  low  cost  structure  of
supplier  contracts,   Clements  is  able  to  sell  the  product  at  extremely
competitive prices and still enjoy significant gross profit margins.

Florida  orange crop  production  typically  slows to a crawl during the July to
October  span.  After its inaugural  year  Clements will seek to supplement  its
Fresh Fruit supply  chain during these months with product from Brazil,  Mexico,
Spain and California.

Cost of Goods Sold

Clements  is  currently  considered  one of the  lowest  cost  providers  in the
industry.  Clements is operating  under the  assumption  that the Import Tariffs
will remain static even though they are likely to decrease due to China's having
entered into Permanent Normal Trade Relations (PNTR) with the United States.

Note: the pro-forma  income  statements for the first three years  following the
Series A financing provide considerable  transparency regarding cost and pricing
assumptions.  Please refer to the pro-formas for further details regarding these
assumptions.



<PAGE>



Debt Repayment

The current  pro-formas  assume that Clements will pay off 60% of its short-term
debt  (approximately  $1.2  million)  within  the first  quarter  of  operations
following the funding by this private  placement.  The actual repayment schedule
may differ  depending  on various  factors,  including  the timing of cash flows
generated by funds raised through the Series A financing.

The first $1 million raised will be reserved  exclusively for operational costs,
including  general  capital  requirements  and  market  development.  Next up to
$600,000  will be applied to the payment of short-term  bridge notes,  and up to
the following  $400,000 will be applied to the payment of shareholder loans. The
balance of the  proceeds is to be applied to working  capital  purposes  and the
remaining balance of shareholder loans.

Further Pro-forma Assumptions

*    Accounts  receivable:  the pro-formas assume that Accounts receivable for a
     given  quarter  will  total  approximately  33% of Cost of  Goods  Sold and
     Operational  Expenses for the quarter.
*    Other  current   assets:   includes  a  $100,000   retainer  for  marketing
     consultants,  inventory,  and  approximately  $105,000  debt to the company
     (assumed to be paid off over four quarters).  Inventory tracks revenues and
     is assumed to equal  approximately 30% of revenues for the given quarter.
*    Accounts Payable are assumed to be approximately  33% of Cost of Goods Sold
     and 33% of Operational expenses for the given quarter.

Accrued expenses are assumed to be paid down at the rate of 10% per quarter.



<PAGE>



                                                                       EXHIBIT A
                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.


     Clements Golden Phoenix Enterprises, Inc. (the "Corporation"),  pursuant to
the provisions of Section 607.0602 of the Florida Statutes, adopts the following
Articles of Amendment to its Articles of Incorporation:

FIRST:  Amendment(s) adopted (indicate article number(s) being amended, added or
deleted):

ARTICLE  III,  CAPITAL  STOCK,  is hereby  amended  in its  entirety  to read as
follows:

                           ARTICLE III. CAPITAL STOCK

     The total  number of shares of all classes of stock  which the  Corporation
shall  have  authority  to issue is  60,000,000  shares,  consisting  solely  of
50,000,000  shares of common stock, par value $0.001 per share ("Common Stock"),
and 10,000,000 shares of preferred stock, par value $0.001 per share ("Preferred
Stock").

     5,500,000  shares of the Preferred  Stock have been  designated as Series A
Convertible Preferred Stock (the "Series A Preferred").

     The  following  is a statement  of the powers,  designations,  preferences,
privileges  and  relative  rights in respect of each class and series of capital
stock of the Corporation:

     Section 1. Dividends.

     (a) Dividends on Common Stock.  No dividend  shall be paid on shares of the
Common Stock in any year until all declared  and/or  accumulated  dividends have
been paid on outstanding  shares of the  Corporation's  Preferred  Stock. If the
Board of  Directors  shall elect to declare any  dividend  out of funds  legally
available  therefor on the Common Stock,  such  dividends  shall be declared and
paid at the same time on each share of Series A Preferred, in an amount equal to
the dividends  which would be payable to the holders of such shares of Preferred
Stock had such shares been  converted  into Common  Stock on the record date for
such dividend payment.

     (b) Dividends on Series A Preferred. The Corporation is under no obligation
to declare  dividends  on the Series A Preferred.  The holders of the  Preferred
Stock  shall be  entitled  to  receive,  when and as  declared  by the  Board of
Directors, and in any event upon the liquidation,  dissolution, or winding-up of
the  Corporation,  out of funds  legally  available  therefor,  dividends at the
annual rate of $0.08 per share of Series A Preferred  (as adjusted for any stock
dividend,  stock split,  recapitalization or other similar event occurring after
the  date  of  filing  of  any  amendment  to  the  Corporation's   Articles  of
Incorporation to effect the terms hereof), payable in preference and priority to
any payment of any dividend on the Common Stock.

     Section 2. Liquidation, Dissolution, or Winding-Up.

     (a)  Distributions  to Holders of Series A  Preferred.  In the event of any
liquidation,  dissolution  or  winding-up  of the  Corporation,  the  holders of
outstanding shares of Series A Preferred shall be entitled to be paid out of the
assets of the Corporation available for distribution to shareholders, before any
payment shall be made to or set aside for holders of the Common Stock, an amount
(the  "Series  A  Liquidation  Value")  equal to  $0.75  per  share of  Series A
Preferred  plus all  accrued  but  unpaid  dividends.  If upon any  liquidation,
dissolution or winding-up of the Corporation,  the assets lawfully  available to
be  distributed  to the  holders  of  Series A  Preferred  under  the  foregoing
provisions  of this  Section  2(a) are  insufficient  to permit  payment to such
stockholders  of their full  respective  preferential  amounts,  then all of the
assets of the Corporation  lawfully available for distribution  pursuant to this
Section 2(a) shall be distributed  ratably among the holders of shares of Series
A Preferred  in  proportion  to the full  respective  preferential  amounts such
holders are otherwise entitled to receive.



<PAGE>


                                        2

     (b) Deemed Liquidations.  A consolidation or merger of the Corporation with
or into or with any other person(s) or entity(ies)  which result in the exchange
of outstanding  shares of the Corporation for securities or other  consideration
issued or paid by any such entity or its  affiliate  and results in the transfer
of more than 49.9% of the voting power of the  Corporation or a sale or transfer
by the Corporation of all or  substantially  all of its assets other than in the
ordinary  course  of  business  or other  similar  transaction  (other  than any
consolidation or merger involving only a change of the state of incorporation or
merger  of the  Corporation  with  or  into  a  wholly-owned  subsidiary  of the
Corporation  and in  which  there is no  change  in the  terms  of the  Series A
Preferred) shall be regarded as a liquidation, dissolution, or winding-up of the
affairs of the  Corporation  within the  meaning of this  Section 2,  unless the
holders of a majority in interest of the Series A Preferred elect otherwise. For
purposes of this Section 2 and of Section 5 hereof, a sale of substantially  all
of the  assets  of the  Corporation  shall  mean the  sale or other  disposition
(whether in a single transaction or a series of related transactions) other than
in the ordinary course of business of all or substantially all of its assets, as
determined  by  reference  to either the book value or the fair market  value of
such assets.

     (c) Non-Cash Distributions. In the event of a liquidation,  dissolution, or
winding-up of the Corporation resulting in the availability of assets other than
cash for  distribution to the holders of shares of Preferred  Stock, the holders
of  Preferred  Stock shall be entitled to a  distribution  of cash and/or  other
assets  equal in value to the  liquidation  preference  and  other  distribution
rights  stated in  Sections  2(a).  In the event that such  distribution  to the
holders of shares of Preferred  Stock shall  include any assets other than cash,
the Board of Directors shall first determine in good faith and with due care the
value of such assets for such purpose, and shall notify all holders of shares of
Preferred Stock of such determination.  The value of such assets for purposes of
the distribution  under this Section 2(c) shall be the value as so determined by
the Board of Directors.

     (d) Dispute  Resolution  Procedures.  In the event of such  objection,  the
valuation of such assets for purposes of such  distribution  shall be determined
by an  arbitrator  selected  by the  objecting  stockholders  and the  Board  of
Directors,  or in the event a single  arbitrator cannot be agreed upon within 10
days  after  the  written  objection  sent  by  the  objecting  stockholders  in
accordance  with the previous  sentence,  the  valuation of such assets shall be
determined by arbitration in which (i) the objecting  stockholders shall name in
their notice of objection one arbitrator, (ii) the Board of Directors shall name
a second  arbitrator  within 15 days from the receipt of such notice,  (iii) the
two  arbitrators  thus selected shall select a third  arbitrator  within 15 days
thereafter,  and (iv) the three  arbitrators  thus selected shall  determine the
valuation  of  such  assets  within  15 days  thereafter  for  purposes  of such
distribution by majority vote. In the event the third arbitrator is not selected
as provided  herein,  then such arbitrator shall be selected by the President of
the American  Arbitration  Association  ("AAA").  The costs of such  arbitration
shall be borne by the  Corporation or by the holders of Series A Preferred (on a
pro rata basis out of the assets  otherwise  distributable  to them) as follows:
(i) If the valuation as determined by the arbitrators is greater than 90% of the
valuation  as  determined  by the Board of  Directors,  the  holders of Series A
Preferred  shall  pay the  costs of the  arbitration,  and (ii)  otherwise,  the
Corporation  shall bear the costs of the arbitration.  The arbitration  shall be
held in or within 30 miles of Stuart,  Florida,  in accordance with the rules of
the AAA.  The award made by the  arbitrators  shall be binding  upon the parties
hereto,  no appeal may be taken from such  award,  and  judgment  thereon may be
entered in any court of competent jurisdiction.

     Section 3. Voting Rights.

     (a) General.  Except as otherwise  expressly provided herein or as required
by  applicable  law,  the  holder of each share of Series A  Preferred  shall be
entitled to vote on all matters.  Each share of Series A Preferred shall entitle
the holder  thereof to such  number of votes per share as shall equal the number
of  shares  of  Common  Stock  into  which  such  share  of  Preferred  Stock is
convertible  pursuant  to  Section  4(a)  hereof as of the  record  date for the
determination of stockholders  entitled to vote on such matter,  or if no record
date is  established,  at the date such vote is taken or any written  consent of
stockholders is solicited.

     (b) Action by  Written  Consent.  Whenever  holders of a class or series of
capital stock are required or permitted to take any action by vote,  such action
may be taken without a meeting by written  consent,  setting forth the action so
taken  and  signed  by the  holders  of at least  such  number of shares of such
class(es)  and/or  series of capital  stock as would be  sufficient to take such
action at a meeting of  stockholders,  except as  otherwise  expressly  provided
herein.



<PAGE>


                                        3

     Section 4.  Conversion.  Shares of Series A  Preferred  shall be subject to
conversion  into  shares of Common  Stock or other  securities,  properties,  or
rights, as set forth in this Section 4.

     (a) Holders' Option to Convert.

          (i)  Conversion  Rights.   Subject  to  and  in  compliance  with  the
     provisions of this Section 4, any shares of Series A Preferred  may, at any
     time or from time to time at the option of the holder,  be  converted  into
     fully paid and non-assessable  shares of Common Stock. Each share of Series
     A Preferred  shall be entitled upon such conversion upon either optional or
     automatic   conversion   into  one  share  of  Common  Stock,  as  adjusted
     appropriately  for stock splits,  stock dividends,  recombinations  and the
     like and as adjusted  pursuant  to the  antidilution  provisions  described
     below.

          (ii) Conversion  Exercise.  To exercise  conversion  rights under this
     Section  4(a),  a holder of shares of  Preferred  Stock to be so  converted
     shall  surrender the certificate or  certificates  representing  the shares
     being converted to the Corporation at its principal office,  and shall give
     written notice to the Corporation at that office that such holder elects to
     convert such  shares.  Such notice shall also state the name or names (with
     address or addresses) in which the certificate or  certificates  for shares
     of  Common  Stock  issuable  upon  such  conversion  shall be  issued.  The
     certificate or certificates  for shares of Preferred Stock  surrendered for
     conversion shall be accompanied by evidence of proper assignment thereof to
     the Corporation.  As promptly as practicable,  the Corporation  shall issue
     and shall  deliver  to the holder of the shares of  Preferred  Stock  being
     converted,  a certificate or  certificates  in such  denominations  as such
     holder may request in writing for the number of full shares of Common Stock
     issuable  upon  the  conversion  of  such  shares  of  Preferred  Stock  in
     accordance  with the provisions of this Section 4, plus cash as provided in
     Section  4(h) below in respect of any  fraction of a share of Common  Stock
     issuable upon such conversion. Such conversion shall be deemed to have been
     effected immediately prior to the close of business on the Conversion Date,
     and at such time the rights of the holder as holder of the converted shares
     of  Preferred  Stock shall cease and the person or persons in whose name or
     names any certificate or  certificates  for shares of Common Stock shall be
     issuable upon such conversion  shall be deemed to have become the holder or
     holders of record of shares of Common Stock represented thereby.

     (b) Automatic Conversion.

          (i)  Qualified  Public  Offering.  Each  share of  Series A  Preferred
     outstanding   shall  be  converted  into  the  number  of  fully  paid  and
     non-assessable  shares  of  Common  Stock  into  which  such  share is then
     convertible  pursuant to Section  4(a)  hereof,  automatically  and without
     further  action,  immediately  upon  the  closing  of  a  firm-  commitment
     underwritten  public  offering  of shares of Common  Stock  pursuant  to an
     effective  registration  statement  under the  Securities  Act of 1933,  as
     amended (the  "Securities  Act"), in which (i) the aggregate price paid for
     such shares by the public shall be at least $20,000,000 and (ii) a price to
     the  public  not less than  $5.00 per share (as  adjusted  to  reflect  the
     occurrence of any subdivision or combination of Common Stock after the date
     of filing of any amendment to the  Corporation's  Articles of Incorporation
     to effect the terms  hereof),  such  conversion  to be  effective  upon the
     closing  of the sale of such  shares  by the  Corporation  pursuant  to the
     public offering (hereinafter referred to as a "Qualified Public Offering").

          (ii)  Conversion of  Two-thirds  of Series A Preferred.  Each share of
     Series A Preferred  outstanding shall be converted into the number of fully
     paid and  non-assessable  shares of Common  Stock  into which such share is
     then convertible pursuant to Section 4(a) hereof, automatically and without
     further action, immediately upon conversion by the holders of two-thirds of
     the Series A Preferred.

          (iii) Mechanics of Automatic Conversion. Upon any automatic conversion
     of shares of Preferred  Stock into shares of Common Stock  pursuant to this
     Section  4(b),  the holders of such  converted  shares shall  surrender the
     certificates  formerly  representing  such  shares  at  the  office  of the
     Corporation  or of any transfer  agent for Common Stock.  Thereupon,  there
     shall be issued and delivered to each such holder,  promptly at such office
     and in his name as shown on such surrendered certificate or certificates, a
     certificate or  certificates  for the number of shares of Common Stock into
     which such shares of Preferred Stock were so converted and cash as provided
     in Section 4(h) below in respect of any fraction of a share of Common Stock
     issuable upon such  conversion.  The Corporation  shall not be obligated to
     issue certificates evidencing the shares of Common Stock issuable upon such
     conversion unless and until


<PAGE>


                                        4

     certificates  formerly  evidencing the converted  shares of Preferred Stock
     are  either  delivered  to  the  Corporation  or  its  transfer  agent,  as
     hereinafter  provided,  or the holder thereof  notifies the  Corporation or
     such  transfer  agent that such  certificates  have been lost,  stolen,  or
     destroyed   and  executes  and  delivers  an  agreement  to  indemnify  the
     Corporation from any loss incurred by it in connection therewith.

     (c)  Adjustments  for  Extraordinary  Common Stock Events.  As used herein,
"Extraordinary  Common  Stock  Event"  means,  with  respect  to any  series  of
Preferred  Stock,  any  occurrence  after  its  original  Issue  Date of (i) the
issuance  of  additional   shares  of  Common  Stock  as  a  dividend  or  other
distribution  on outstanding  Common Stock,  (ii) the subdivision of outstanding
shares of Common Stock into a greater number of shares of Common Stock, or (iii)
the  combination of outstanding  shares of Common Stock into a smaller number of
shares of Common Stock.  In connection  with the happening of any  Extraordinary
Common  Stock Event  after the  Original  Issue Date of any series of  Preferred
Stock,  automatically and without further action, and with effect simultaneously
with the  happening of such  Extraordinary  Common Stock Event,  the  applicable
Conversion  Value of such  series  shall be  adjusted  by  multiplying  the then
effective  applicable  Conversion  Value by a fraction,  the  numerator of which
shall be the number of shares of Common Stock  outstanding  (excluding  treasury
stock)  immediately  before  such  Extraordinary  Common  Stock  Event  and  the
denominator  of which shall be the number of shares of Common Stock  outstanding
(excluding  treasury stock)  immediately after such  Extraordinary  Common Stock
Event, and the product so obtained shall thereafter be the applicable Conversion
Value of such series. The applicable Conversion Value, as so adjusted,  shall be
readjusted in the same manner upon the happening of any successive Extraordinary
Common Stock Event or Events.

     (d)  Adjustments for  Reclassifications.  If the Common Stock issuable upon
the conversion of Preferred  Stock shall be changed into the same or a different
number  of   shares  of  any   class(es)   or  series  of  stock,   whether   by
reclassification or otherwise (other than an Extraordinary Common Stock Event or
a  reorganization,  merger,  consolidation,  or  sale  of  assets  provided  for
elsewhere  in this  Section  4),  then and in each such event the holder of each
share of Preferred  Stock shall have the right  thereafter to convert such share
into the kind and amount of shares of stock and other  securities  and  property
receivable  upon  such  reorganization,  reclassification,  or other  change  by
holders  of the  number of shares of Common  Stock  into  which  such  shares of
Preferred   Stock  might  have  been   converted   immediately   prior  to  such
reorganization,  reclassification,  or change, all subject to further adjustment
as provided herein.

     (e) Adjustments for  Reorganization,  Merger,  Consolidation or Sale. If at
any time or from time to time (A) there  shall be a  capital  reorganization  of
Common Stock (other than a subdivision, combination of shares, reclassification,
or exchange of shares  provided for elsewhere in this Section 4), or a merger or
consolidation of the Corporation with or into another  Corporation,  or the sale
of all or substantially all of the Corporation's  assets to any other person and
(B) the holders of 75% or more of the  outstanding  shares of Series A Preferred
have  elected  pursuant to Section 2(b) hereof to forego the benefits of Section
2(b) in favor of the application to such transaction of this Section 4(e), then,
as a part of and as a condition  to the  effectiveness  of such  reorganization,
merger,  consolidation,  or sale, lawful and adequate provision shall be made so
that if the  Corporation  is not in economic  effect the surviving  Corporation,
each share of Preferred  Stock shall be converted  into a share of capital stock
of  the  surviving  Corporation  having  equivalent  preferences,   rights,  and
privileges,  except that in lieu of being able to convert  into shares of Common
Stock of the Corporation or the successor Corporation,  the holders of shares of
Preferred  Stock  (including  any such capital  stock issued upon  conversion of
Preferred Stock) shall thereafter be entitled to receive upon conversion of such
Preferred  Stock  (including  any such capital  stock issued upon  conversion of
Preferred  Stock) the number of shares of stock or other  securities or property
of the Corporation or of the successor Corporation resulting from such merger or
consolidation or sale, to which a holder of the number of shares of Common Stock
deliverable upon conversion of such share of Preferred Stock  immediately  prior
to the capital reorganization,  merger,  consolidation,  or sale would have been
entitled on such capital reorganization,  merger, consolidation, or sale. In any
such case,  appropriate  provisions  shall be made with respect to the rights of
the holders of Preferred  Stock  (including  any such capital  stock issued upon
conversion of Preferred Stock) after the reorganization,  merger, consolidation,
or sale to the end that the  provisions  of this  Section 4  (including  without
limitation  provisions for adjustment of the applicable Conversion Value and the
number of shares  issuable upon  conversion  of Preferred  Stock or such capital
stock) shall thereafter be applicable,  as nearly as may be, with respect to any
shares of stock,  securities,  or assets to be deliverable  thereafter  upon the
conversion of such Preferred Stock or such capital stock.




<PAGE>


                                        5

     (f) Adjustments for Diluting Issues.

          (i) Except as otherwise  provided below in this Section  4(f)(i),  and
     except with respect to an Extraordinary Common Stock Event,  adjustments in
     respect of which are  provided  for in Section  4(c),  if at any time while
     there are any shares of Series A  Preferred  outstanding,  the  Corporation
     shall issue any additional shares of Common Stock at a price per share less
     than the applicable  Conversion Value of such issues in effect  immediately
     prior to such  issuance  or sale,  then in each  such  case the  applicable
     Conversion  Value of such  series  shall be adjusted to equal the result of
     the following formula:

          New applicable Conversion Value =  (P1 x Q1) + (P2 x Q2)
                                             ---------------------
                                                   (Q1 + Q2)

          where:

               P1 = the applicable  Conversion Value in effect immediately prior
               to such issuance of additional shares of Common Stock;

               Q1 = the aggregate  number of shares of Common Stock  outstanding
               (including  shares  of Common  Stock  issuable  upon  conversion,
               exchange  or  exercise  of  outstanding   Derivative  Securities)
               immediately prior to such issuance of additional shares of Common
               Stock;

               P2 = the average price per share received by the  Corporation for
               the  shares   deemed  issued  in  respect  of  such  issuance  of
               additional shares of Common Stock; and

               Q2 = the  number  of  shares of  Common  Stock  deemed  issued in
               respect of such issuance of additional shares of Common Stock.

          The following  (hereinafter  "Excluded Issuances") shall not be deemed
     issuances  of  additional  shares of Common  Stock for the purposes of this
     Section  4(f),  or of  Derivative  Securities  for the  purposes of Section
     4(f)(ii):  the  Corporation's  (A)  issuance of shares of Common Stock upon
     conversion  of shares  of Series A  Preferred,  (B)  issuance  of shares of
     Common Stock or Preferred  Stock as a dividend or other  distribution on or
     subdivision  of then  outstanding  Common  Stock or  Preferred  Stock,  (C)
     issuance of shares of Common Stock or Derivative Securities to officers and
     employees of, or bona fide consultants or advisors (as defined for purposes
     of Rule 701 promulgated pursuant to the Securities Act) to, the Corporation
     under any incentive  equity plan approved by the Board of Directors and the
     stockholders of the Corporation and issuance of shares of Common Stock upon
     exercise  of any such  Derivative  Securities,  (D)  issuance  of shares of
     Common Stock or Derivative  Securities as  consideration in connection with
     the Corporation's acquisition of all or a substantial portion of the assets
     or all or any portion of the capital  stock of any Person or in  connection
     with the  Corporation's  entering into any business  relationship  with any
     Person with the prior  approval of the Board of  Directors,  including  the
     director  elected by the  separate  class  vote of the  holders of Series A
     Preferred pursuant to Section 3(b), (E) issuance of Derivative  Securities,
     or Common  Stock upon  exercise  of  Derivative  Securities,  to  financial
     institutions or lessors in connection with commercial credit  arrangements,
     debt  financings,  equipment  lease  financings  or  similar  transactions,
     provided such  financings  are for other than  primarily  equity  financing
     purposes  and  approved  by a majority  of the Board of  Directors,  or (F)
     issuance of shares of Common Stock in  connection  with a Qualified  Public
     Offering.

          For  purposes  of  this  Section  4(f),  if  a  part  or  all  of  the
     consideration  received by the  Corporation in connection with the issuance
     of  shares  of  Common  Stock  or the  issuance  of  any of the  securities
     described below in Section  4(f)(ii)  consists of property other than cash,
     such consideration shall be deemed to have the same value as is recorded on
     the books of the  Corporation  with respect to receipt of such  property so
     long as such recorded value was determined reasonably and in good faith and
     with due care by the  Board of  Directors  of the  Corporation,  and  shall
     otherwise be deemed to have a value equal to its fair market value.

          (ii) As used herein,  "Derivative  Securities" means (A) all shares of
     stock and other  securities that are convertible  into or exchangeable  for
     shares of Common Stock and (B) all options, warrants, and other rights


<PAGE>


                                        6

     to  acquire  shares  of  Common  Stock or  securities  convertible  into or
     exchangeable for shares of Common Stock. For purposes of this Section 4(f),
     the issuance of any  Derivative  Securities  shall be deemed an issuance of
     shares  of Common  Stock if the Net  Consideration  Per  Share (as  defined
     below)  that may be received by the  Corporation  for such Common  Stock is
     less than the applicable Conversion Value at the time of such issuance, and
     except as hereinafter  provided, an adjustment in the applicable Conversion
     Value  shall be made upon each such  issuance  in the  manner  provided  in
     Section  4(f)(i)  as  if  such  Common  Stock  were  issued  for  such  Net
     Consideration  Per Share. No adjustment of the applicable  Conversion Value
     shall be made under this Section  4(f) upon the issuance of any  additional
     shares of Common Stock that are issued upon the  exercise,  conversion,  or
     exchange of any Derivative Securities if any such adjustment was previously
     made upon the issuance of such Derivative Securities. Any adjustment of the
     applicable  Conversion Value with respect to this Section 4(f)(ii) shall be
     disregarded  if, as, and to the extent that the Derivative  Securities that
     gave rise to such  adjustment  expire or are canceled  without  having been
     exercised,  so that the applicable  Conversion Value effective  immediately
     upon  such  cancellation  or  expiration  shall be equal to the  applicable
     Conversion Value that otherwise would have been in effect immediately prior
     to the  time  of  the  issuance  of  the  expired  or  canceled  Derivative
     Securities,  with such additional  adjustments as  subsequently  would have
     been made to that applicable  Conversion  Value had the expired or canceled
     Derivative  Securities not been issued.  In the event that the terms of any
     Derivative  Securities  previously  issued by the  Corporation  are changed
     (whether  by their  terms or for any other  reason)  so as to lower the Net
     Consideration  Per Share payable with respect  thereto  (whether or not the
     issuance  of  such  Derivative   Securities  originally  gave  rise  to  an
     adjustment of the applicable  Conversion Value), the applicable  Conversion
     Value  shall  be  recomputed  as of the  date of such  change,  so that the
     applicable Conversion Value effective immediately upon such change shall be
     equal  to the  applicable  Conversion  Value in  effect  at the time of the
     issuance of the Derivative Securities subject to such change,  adjusted for
     the issuance  thereof in  accordance  with the terms  thereof  after giving
     effect to such change, and with such additional adjustments as subsequently
     would have been made to that applicable Conversion Value had the Derivative
     Securities been issued on such changed terms.  For purposes of this Section
     4(f)(ii),  the Net  Consideration  Per Share  that may be  received  by the
     Corporation shall be determined as follows:

               (A) "Net  Consideration Per Share" shall mean the amount equal to
          the total amount of consideration, if any, received by the Corporation
          for the  issuance  of such  Derivative  Securities,  plus the  minimum
          amount of additional consideration, if any, payable to the Corporation
          upon  exercise,  conversion,  and/or  exchange  thereof  for shares of
          Common Stock,  divided by the maximum number of shares of Common Stock
          that would be issued if all such Derivative  Securities were exercised
          or converted at such Net Consideration Per Share.

               (B) The Net  Consideration  Per Share that may be received by the
          Corporation  shall be  determined  in each  instance as of the date of
          issuance  of  Derivative  Securities  without  giving  effect  to  any
          possible  future price  adjustments  or rate  adjustments  that may be
          applicable  with respect to such  Derivative  Securities and which are
          contingent  upon  future  events;  provided,  that  in the  case of an
          adjustment  to be  made as a  result  of a  change  in  terms  of such
          Derivative  Securities,  the Net  Consideration  Per  Share  shall  be
          determined as of the date of such change.

     (g)  Certificate  as to  Adjustments.  In  each  case of an  adjustment  or
readjustment of the applicable  Conversion  Rate, the Corporation  will promptly
furnish each holder of Preferred Stock with a certificate, prepared by the chief
financial  officer of the Corporation,  showing such adjustment or readjustment,
and stating in detail the facts upon which such  adjustment or  readjustment  is
based.

     (h)  Fractional  Shares.  No  fractional  shares of  Common  Stock or scrip
representing  fractional  shares  shall be issued upon  conversion  of shares of
Preferred  Stock.  Instead of any  fractional  shares of Common Stock that would
otherwise  be  issuable  upon  conversion  of shares  of  Preferred  Stock,  the
Corporation  shall pay to the holder of the shares of Preferred  Stock that were
converted a cash  adjustment  in respect of such  fraction in an amount equal to
the same  fraction of the market price per share of Common Stock (as  determined
in a manner  reasonably  prescribed  by the Board of  Directors) at the close of
business on the Conversion Date.

     (i)  Partial  Conversion.  In the event  some but not all of the  shares of
Preferred Stock  represented by a certificate or  certificates  surrendered by a
holder are  converted,  the  Corporation  shall execute and deliver to or on the
order of the  holder,  at the  expense  of the  Corporation,  a new  certificate
representing  the number of shares of  Preferred  Stock of the same  series that
were not converted.


<PAGE>


                                        7

     (j) Reservation of Common Stock. The Corporation shall at all times reserve
and keep available out of its  authorized  but unissued  shares of Common Stock,
solely for the purpose of effecting the conversion of shares of Preferred Stock,
such number of shares of Common  Stock as shall from time to time be  sufficient
to effect the conversion of all outstanding shares of Series A Preferred, and if
at any time the number of authorized  but unissued  shares of Common Stock shall
not be sufficient to effect the  conversion  of all then  outstanding  shares of
Series A Preferred,  then subject to the provisions of Section 5(i) hereof,  the
Corporation  shall  take such  corporate  action as may,  in the  opinion of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock to such number of shares as shall be sufficient for such purpose.

     (k) Further  Adjustment  Provisions.  In the event  that,  at any time as a
result of an  adjustment  made  pursuant  to this  Section  4, the holder of any
shares  of  Preferred  Stock  upon  thereafter   surrendering  such  shares  for
conversion  shall become  entitled to receive any shares or other  securities of
the  Corporation  other than shares of Common Stock,  the applicable  Conversion
Rate in respect of such other shares or securities so receivable upon conversion
of shares of Preferred Stock shall thereafter be adjusted,  and shall be subject
to  further  adjustment  from time to time,  in a manner  and on terms as nearly
equivalent as practicable to the provisions  with respect to Preferred  Stock of
the applicable series contained in this Section 4, and the remaining  provisions
hereof  with  respect to such issues of  Preferred  Stock shall apply on like or
similar terms to any such other shares or securities.

     Section 5. Negative Covenants.

     (a) So long as any  shares  of  Series A  Preferred  are  outstanding,  the
Corporation  shall not,  without the  approval of (or the waiver of rights under
this Section 5(a) by) the holders of at least a majority of the then outstanding
shares  of  Series  A  Preferred  voting  separately  as a class,  increase  the
authorized  number  of  shares  of  Series  A  Preferred  or alter  the  powers,
preferences  or rights of the holders of shares of Series A  Preferred  so as to
affect them adversely.

     (b) So long as any  shares  of  Series A  Preferred  are  outstanding,  the
Corporation  shall not do any of the following  things  without the  affirmative
vote or written  consent of the holders of at least 50% of the then  outstanding
shares of Series A Preferred,  voting together as a class, and any attempt to do
so will be wholly void:

          (i) Amend the Corporation's  Articles of Incorporation (as amended and
     then in effect) or the By-Laws of the Corporation to amend or change in any
     way the terms of the Series A Preferred;

          (ii) Authorize,  designate, issue, or sell any shares of capital stock
     or other  securities  convertible  into or  exercisable  for any  shares of
     capital  stock,  with  rights  or  preferences  superior  to the  Series  A
     Preferred; or

          (iii) Take any other  action or enter into any other  agreements  that
     might conflict with the Corporation's obligations hereunder with respect to
     the holders of Series A Preferred.

     Section 6. No Reissuance of Shares of Preferred  Stock.  No share or shares
of Series A  Preferred  acquired  by the  Corporation  by reason of  redemption,
purchase,  conversion, or otherwise shall be reissued, and all such shares shall
be canceled,  retired,  and eliminated  from the shares that the  Corporation is
authorized  to  issue.  The  Corporation  shall  from  time  to time  take  such
appropriate corporate action as may be necessary to reduce the authorized number
of shares of Series A Preferred accordingly.

     Section 7. Notices of Record Dates,  Etc. In the event (i) the  Corporation
establishes  a record date to determine  the holders of any class of  securities
who are  entitled to receive any dividend or other  distribution,  or (ii) there
occurs any capital  reorganization of the Corporation,  any  reclassification or
recapitalization  of  the  capital  stock  of the  Corporation,  any  merger  or
consolidation of the Corporation, or any transfer of all or substantially all of
the assets of the Corporation to any other  Corporation,  or any other entity or
person, or any voluntary or involuntary dissolution,  liquidation, or winding-up
of the  Corporation,  the  Corporation  shall deliver to each holder of Series A
Preferred,  in accordance  with Section 10(a) hereof,  at least 20 days prior to
such record date or the proposed  effective  date of the  transaction  specified
therein,  as the case may be, a notice  specifying  (a) the date of such  record
date for the purpose of such dividend or distribution  and a description of such
dividend  or  distribution,  (b) the  date on  which  any  such  reorganization,
reclassification,  transfer, consolidation, merger, dissolution, liquidation, or
winding-up is expected to


<PAGE>


                                        8

become effective,  and (c) the time, if any, that is to be fixed, as to when the
holders of record of Common  Stock (or other  securities)  shall be  entitled to
exchange  their  shares  of  Common  Stock  (or  other   securities)  for  cash,
securities,   and/or  other  property   deliverable  upon  such  reorganization,
reclassification,  transfer, consolidation, merger, dissolution, liquidation, or
winding-up.

     Section 8. Other Rights.  Except as otherwise provided in the Corporation's
Articles of  Incorporation,  shares of Series A Preferred and Common Stock shall
be identical in all respects  (each share of Preferred  Stock having  equivalent
rights to the number of shares of Common Stock into which it is then convertible
pursuant  to Section 4 hereof),  shall have the same  powers,  preferences,  and
rights,  without preference of any such class or share over any other such class
or share, and shall be treated as a single class of stock for all purposes.

     Section 9.  Ranking.  The Series A  Preferred  shall rank  senior to Common
Stock,  as to  the  distribution  of  assets  on  liquidation,  dissolution,  or
winding-up of the Corporation (as defined in Section 2 hereof).

     Section 10. Miscellaneous.

          (a) Notices. All notices,  requests,  payments,  instructions or other
     documents  to be  given  hereunder  shall  be  in  writing  or  by  written
     telecommunication,  and shall be  deemed  to have  been  duly  given if (i)
     delivered  personally  (effective upon delivery),  (ii) mailed by certified
     mail, return receipt  requested,  postage prepaid  (effective five business
     days  after  dispatch),  (iii)  sent by a  reputable,  established  courier
     service that  guarantees  next  business day delivery  (effective  the next
     business  day),  or (iv)  sent by  telecopier  followed  within 24 hours by
     confirmation by one of the foregoing methods (effective upon receipt of the
     telecopy in  complete,  readable  form),  addressed  as follows (or to such
     other  address as the  recipient  party may have  furnished  to the sending
     party for the purpose pursuant to this Section 10(a)):

     If to the Corporation:

          Clements Golden Phoenix Enterprises, Inc.
          3135 SW Mapp Road
          P.O. Box 268
          Palm City, FL  34991
          Attention: President

     If to any holder of  Preferred  Stock or Common  Stock,  to its  address as
shown on the stock records of the Corporation.

     (b)  Transfer  Taxes,  Etc.  The  Corporation  shall  pay any and all stock
transfer,  documentary  stamp taxes, and the like that may be payable in respect
of any  issuance or delivery  of shares of  Preferred  Stock or shares of Common
Stock or other  securities  issued  in  respect  of shares  of  Preferred  Stock
pursuant  hereto or  certificates  representing  such shares or securities.  The
Corporation  shall not,  however,  be  required  to pay any such tax that may be
payable in respect of any  transfer  involved  in the  issuance  or  delivery of
shares of Preferred  Stock or Common Stock or other  securities  in a name other
than that in which such shares were registered,  or in respect of any payment to
any person  other than the  registered  holder  thereof with respect to any such
shares, and shall not be required to make any such issuance, delivery or payment
unless and until the person otherwise  entitled to such issuance,  delivery,  or
payment  has  paid  to  the  Corporation  the  amount  of  any  such  tax or has
established, to the satisfaction of the Corporation, that such tax has been paid
or is not payable.

     (c) Transfer  Agents.  The Corporation  may appoint,  and from time to time
discharge and change,  a transfer  agent for the  Preferred  Stock and/or Common
Stock.  Upon  any  such  appointment  or  discharge  of a  transfer  agent,  the
Corporation  shall  send  written  notice  thereof  to each  holder of record of
Preferred Stock and/or Common Stock, as applicable.

ARTICLE IX,  SPECIAL  AUTHORITY OF BOARD OF DIRECTORS AND WAIVER OF  DISSENTERS'
RIGHTS, is hereby deleted in its entirety.



<PAGE>


                                        9

SECOND:  If  an  amendment  provides  for  an  exchange,   reclassification   or
cancellation of issued shares,  provisions for implementing the amendment if not
contained in the amendment itself, are as follows: Not Applicable

THIRD: The date of each amendment's adoption: June __, 2001

FOURTH: Adoption of Amendment(s) (check one):


     ________  The  amendment(s)  was/were  approved  by the  shareholders.  The
               number of votes cast for the amendment(s) was/were sufficient for
               approval.

     ________  The amendment(s)  was/were  approved by the shareholders  through
               voting groups.

               The following  statements  must be  separately  provided for each
               voting group entitled to vote separately on the amendment(s)

               "The  number  of  votes  cast  for  the   amendment(s)   was/were
               sufficient for approval by ________________." (Voting Group)

     ____x___  The  amendment(s)  was/were  adopted  by the  board of  directors
               without   shareholder  action  and  shareholder  action  was  not
               required.

     ________  The amendment(s)  was/were adopted by the  incorporators  without
               shareholder action and shareholder action was not required.


     Signed this ____ day of June, 2001


     By:
          _________________________________________
         Joseph Rizzuti, Director  and Chairman of the Board



<PAGE>



                                                                       EXHIBIT B

                                 FORM OF WARRANT

NEITHER THIS  WARRANT NOR THE SHARES  ISSUED OR ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
THE  SECURITIES  LAWS  OF ANY  STATE  AND MAY NOT BE  OFFERED,  SOLD,  ASSIGNED,
TRANSFERRED, ENDORSED, PLEDGED, MORTGAGED, HYPOTHECATED OR OTHERWISE CONVEYED OR
DISPOSED OF,  UNLESS THEY ARE (1) SO  REGISTERED  OR (2) AN EXEMPTION  FROM SUCH
REGISTRATION  IS AVAILABLE  AND IF REQUESTED  BY THE  COMPANY,  A WRITTEN  LEGAL
OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO THE  COMPANY IS PROVIDED BY THE
TRANSFEROR. THIS WARRANT AND THE SHARES ISSUED OR ISSUABLE UPON EXERCISE OF THIS
WARRANT IF NOT  TRANSFERRED  PURSUANT  TO AND IN  CONFORMITY  WITH AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933 OR IN ACCORDANCE  WITH
RULE 144 OF THE SECURITIES ACT OF 1933, ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS
ON  TRANSFER  SET FORTH IN SECTION 9 OF THIS  WARRANT,  AND NO  TRANSFER OF THIS
WARRANT  AND/OR SUCH SHARES SHALL BE VALID OR EFFECTIVE IF IT IS NOT EFFECTED IN
COMPLIANCE WITH SUCH RESTRICTIONS ON TRANSFER.


No. ______                                               Dated: __________, 2001


                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.

                          COMMON STOCK PURCHASE WARRANT


     THIS IS TO CERTIFY  THAT,  for value  received,  ______________________,  a
___________________   (the  "Initial  Warrant   Holder"),   and  its  registered
successors  and  permitted  assigns  are  entitled,  subject  to the  terms  and
conditions   set  forth  below,   to  purchase  from  Clements   Golden  Phoenix
Enterprises,  Inc., a Florida  corporation (the "Company"),  at any time or from
time to time during the Warrant Exercise Period (as defined below) any or all of
__________  shares (the "Initial Warrant Shares"),  of common stock,  $0.001 par
value per share,  of the  Company,  at a purchase  price per share  equal to One
Dollars  and 25/100  ($1.25)  (the  "Initial  Exercise  Price").  The number and
character  of the  Initial  Warrant  Shares and the Initial  Exercise  Price are
subject to adjustment as provided herein.

     This  Common  Stock  Purchase  Warrant  (this  "Warrant")  is being  issued
pursuant  to,  and is  subject  to the terms and  conditions  of,  that  certain
Subscription   Agreement,   dated  as  of  June  __,  2001  (the   "Subscription
Agreement"),  between the Company and the Initial  Warrant Holder  hereof.  This
Warrant shall not be redeemable by the Company.

     1. Definitions. As used in this Warrant, the following terms shall have the
respective  meanings set forth below or elsewhere in this Warrant as referred to
below:

     "Average  Closing  Price"  shall  mean  the  computed  average  of the last
reported  sale price per share of Stock on any national  securities  exchange or
dealer  quotation  system in which the Stock is quoted or  listed,  for each day
within a period of any ten (10) consecutive business days (a "Ten Day Period").

     "Board of Directors" shall mean the Board of Directors of the Company.

     "Common Stock" shall mean common stock,  $0.001 par value per share, of the
Corporation.

     "Corporation"  shall mean the Company  and/or any Person that shall succeed
to, or assume the obligations hereunder of, the Company.

     "Exercise Date" shall have the meaning set forth in Section 2.2 hereof.



<PAGE>


                                        2

     "Exercise  Price" shall mean the Initial  Exercise  Price as adjusted  from
time to time pursuant to the terms of this Warrant.

     "Expiration Date" shall have the meaning set forth in Section 2.8 hereof.

     "Fair Market  Value" shall mean (i) the last  reported sale price per share
of Stock on any national securities exchange or dealer quotation system in which
the  Stock is  quoted or  listed,  as the case may be,  on the date  immediately
preceding  the Exercise Date or, if no such sale price is reported on such date,
such price on the next preceding  business day in which such price was reported,
or (ii) if such  Stock  is not  quoted  or  listed  on any  national  securities
exchange or dealer quotation  system,  the fair market value per share of Stock,
as determined in good faith by the Board of Directors.

     "Holder" shall mean, as applicable,  (i) the Initial Warrant  Holder,  (ii)
any successor of the Initial  Warrant Holder or (iii) any other holder of record
of this Warrant to whom this Warrant shall have been  transferred  in accordance
with the provisions of Section 9 hereof.

     "Initial Exercise Date" shall mean the date hereof.

     "Person"  shall  mean  an  individual,  partnership,  corporation,  limited
liability company,  business trust, joint stock company,  trust,  unincorporated
association,  joint venture,  governmental authority or other entity of whatever
nature.

     "Property" shall have the meaning set forth in Section 4.3 hereof.

     "Qualified   Public   Offering"   shall  mean  the  first   firm-commitment
underwritten  public offering of shares of Common Stock pursuant to an effective
registration statement under the Securities Act in which (i) the aggregate price
paid for such  shares by the  public  shall be at least  $20,000,000  and (ii) a
price to the public not less than $5.00 per share (as may be adjusted to reflect
the occurrence of any stock split, stock dividend, combination, recapitalization
or the like).

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Registrable  Securities"  shall  have the  meaning  ascribed  to it in the
Registration Rights Agreement (as defined below).

     "Registration Rights Agreement" shall mean that certain Registration Rights
Agreement between the Company and various  stockholders of the Company and other
persons party thereto, dated as of June __, 2001.

     "Stock"  shall mean (i)  Common  Stock  and/or  (ii) any class or series of
capital stock of the  Corporation  (other than Common Stock) or any other Person
or any other  securities of the  Corporation or any other Person that the Holder
is entitled to receive, or receives,  in lieu of or in addition to Common Stock,
pursuant to Section 4 hereof upon exercise of this Warrant.

     "Warrant  Exercise  Period" shall mean the period  beginning on the Initial
Exercise Date and ending at 5:00 P.M. (E.S.T.) on the Expiration Date.

     "Warrant  Shares"  shall mean the Initial  Warrant  Shares as adjusted from
time to time pursuant to the terms of this Warrant.  It is understood and agreed
that,  depending  on the context in which the term  "Warrant  Shares" is used in
this  Warrant,  such term is  sometimes  used to refer to (i) the Stock or other
property  (including  cash) that has been issued  upon a prior  exercise of this
Warrant, (ii) the Stock or other property (including cash) that is still subject
to issuance upon  exercise of this Warrant or (iii) the Stock or other  property
(including cash) referred to in both of the foregoing clauses (i) and (ii).




<PAGE>


                                        3

     2. Exercise Of Warrant.

     2.1 Method of Exercise.

     (a) Subject to and upon all of the terms and  conditions  set forth in this
Warrant,  the Holder may exercise this Warrant, in whole or in part with respect
to any  Warrant  Shares,  at any time and from time to time  during the  Warrant
Exercise  Period,   by  presentation  and  surrender  of  this  Warrant  to  the
Corporation at its principal office,  together with (i) a properly completed and
duly executed subscription form, in the form attached hereto, which subscription
form shall  specify the number of Warrant  Shares for which this Warrant is then
being  exercised,  (ii)  if  requested  by  the  Corporation,  a  duly  executed
instrument  or   certificate,   in  form  and  substance   satisfactory  to  the
Corporation,  pursuant  to which  the  Holder  makes  such  representations  and
warranties  to the  Corporation,  and  provides  or  confirms  such  information
concerning the Holder,  as the  Corporation may reasonably  request  (including,
without limitation,  such representations and warranties and such information as
may be required in order to confirm compliance with applicable securities laws),
(iii) payment of the aggregate  Exercise  Price payable  hereunder in respect of
the number of Warrant Shares being purchased upon exercise of this Warrant,  and
(iv) if applicable, the payment of any transfer taxes required to be paid by the
Holder pursuant to Section 2.7 hereof.  Payment of such aggregate Exercise Price
and any such transfer taxes shall be made in cash, by money order,  certified or
bank  cashier's  check or wire transfer (in each case in lawful  currency of the
United  States of  America)  or, with  respect to the payment of such  aggregate
Exercise Price only, in the manner provided in Section 2.1(b) below.

     (b) In lieu of making payment, in the manner provided in Section 2.1 above,
of all or any portion of the aggregate  Exercise Price payable in respect of the
number of Warrant Shares for which this Warrant is being  exercised,  the Holder
may pay all or such portion of such aggregate  Exercise Price by electing not to
receive  all of such  Warrant  Shares  but only to receive  that  number of such
Warrant Shares as shall be determined in accordance with the following formula:

                                   X = Y(A-B)
                                       ------
                                         A

Where:    X = the number of Warrant  Shares to be issued to the Holder  pursuant
          to this Section 2.1(b)

          Y = the  number of  Warrant  Shares  for which  this  Warrant is being
          exercised as of the applicable Exercise Date

          A = the Fair  Market  Value as of the  applicable  Exercise  Date of a
          share of the Stock constituting such Warrant Shares

          B = the Exercise Price in effect as of the applicable Exercise Date of
          a share of the Stock constituting such Warrant Shares

The Holder may elect to make  payment  of all or any  portion of such  aggregate
Exercise  Price pursuant to, and in the manner set forth in, this Section 2.1(b)
by  surrendering  this  Warrant  to the  Corporation  at its  principal  office,
together  with (a) a properly  completed  and duly  executed net issue  exercise
election,  in the form attached hereto,  which net issue exercise election shall
specify  the  number of  Warrant  Shares  for which  this  Warrant is then being
exercised,  the number of such Warrant Shares that the Holder is electing not to
receive and the  aggregate  fair market  value of such number of Warrant  Shares
that the Holder is electing not to receive, (b) if requested by the Corporation,
a duly executed instrument or certificate, in form and substance satisfactory to
the  Corporation,  pursuant to which the Holder makes such  representations  and
warranties  to the  Corporation,  and  provides  or  confirms  such  information
concerning the Holder,  as the  Corporation may reasonably  request  (including,
without limitation,  such representations and warranties and such information as
may be required in order to confirm compliance with applicable securities laws),
and (c) if applicable,  the payment of any transfer taxes required to be paid by
the Holder pursuant to Section 2.7 hereof.  Payment of such transfer taxes shall
be made in cash,  by money  order,  certified  or bank  cashier's  check or wire
transfer (in each case in lawful currency of the United States of America).

     2.2 Effectiveness of Exercise;  Ownership. Each exercise of this Warrant by
the Holder shall be deemed to have been effected  immediately prior to the close
of business on the date upon which all of the requirements of Section


<PAGE>


                                        4

2.1(a) or 2.1(b) hereof, as applicable, with respect to such exercise shall have
been  complied  with in full  (each  such  date,  an  "Exercise  Date").  On the
applicable  Exercise  Date with  respect to any  exercise of this Warrant by the
Holder,  the Corporation  shall be deemed to have issued to the Holder,  and the
Holder  shall be deemed to have  become the holder of record and legal owner of,
the number of Warrant Shares being purchased upon such exercise of this Warrant,
notwithstanding  that the stock transfer books of the Corporation  shall then be
closed or that  certificates  representing  such number of Warrant  Shares being
purchased shall not then be actually delivered to the Holder.

     2.3  Delivery of Stock  Certificates  on Exercise.  As soon as  practicable
after the exercise of this  Warrant,  and in any event  within  thirty (30) days
thereafter, the Corporation, at its expense, will cause to be issued in the name
of and delivered to the Holder, or as the Holder may direct (upon payment by the
Holder of any  applicable  transfer  taxes as required by Section 2.7 hereof and
subject to, in all cases, the provisions of Section 9 hereof),  a certificate or
certificates  for the number of Warrant  Shares  purchased by the Holder on such
exercise,  plus,  in lieu of any  fractional  share to which  the  Holder  would
otherwise be entitled, cash equal to such fraction multiplied by the Fair Market
Value.

     2.4 Shares To Be Fully Paid and  Nonassessable.  All Warrant  Shares issued
upon the  exercise  of this  Warrant  shall be  validly  issued,  fully paid and
nonassessable,  free of all liens,  taxes,  charges  and other  encumbrances  or
restrictions  on sale (other than those set forth  herein) and free and clear of
all  preemptive  rights  and,  assuming  no  change  in the  federal  and  state
securities laws and assuming the Holder exercising the Warrants is an accredited
investor,  will be issued in compliance  with all  applicable  federal and state
securities laws.

     2.5 Fractional  Shares. No fractional shares of Stock or scrip representing
fractional  shares of Stock shall be issued upon the  exercise of this  Warrant.
With  respect to any  fraction of a share of Stock  called for upon any exercise
hereof,  the Corporation shall make a cash payment to the Holder as set forth in
Section 2.3 hereof.

     2.6 Issuance of New Warrants; Corporation Acknowledgment.  Upon any partial
exercise of this Warrant, the Corporation,  at its expense, will forthwith issue
and deliver to the Holder a new warrant or warrants of like tenor, registered in
the name of the Holder,  exercisable,  in the aggregate,  for the balance of the
Warrant Shares.  Moreover, the Corporation shall, at the time of any exercise of
this  Warrant,  upon the  request of the  Holder,  acknowledge  in  writing  its
continuing  obligation  to afford to the  Holder  any rights to which the Holder
shall  continue  to be  entitled  after such  exercise  in  accordance  with the
provisions of this Warrant; provided,  however, that if the Holder shall fail to
make any such request,  such failure shall not affect the continuing  obligation
of the Corporation to afford to the Holder any such rights.

     2.7 Payment of Taxes and Expenses.  The Holder shall be required to pay any
tax which may be payable in respect of any transfer involved in the issuance of,
and the preparation and delivery of certificates  (if applicable)  representing,
(i) any Warrant  Shares  purchased upon exercise of this Warrant and issued in a
name other than that or the Holder and/or (ii) new or replacement  warrants in a
name other than that of the  Holder,  and,  until the  payment of such tax,  the
Corporation  shall  not be  required  to issue or  cause to be  issued  any such
purchased  Warrant  Shares  or any such  new or  replacement  warrants,  and the
Corporation shall also not be required to prepare and deliver, or to cause to be
prepared and delivered,  certificates  representing  any such purchased  Warrant
Shares.

     2.8 Expiration.  This Warrant and all of the Holder's rights hereunder,  to
the extent not previously exercised, shall expire as of 5:00 P.M. (E.S.T) on the
earliest  to occur of (i) June 30, 2006 or (ii) the  closing  date of  Qualified
Public Offering;  (each, an "Expiration Date");  provided,  however, that if, at
any time during the Warrant Exercise Period,  the Average Closing Price is equal
to or greater than Four  Dollars and 50/100  ($4.50) per share (as such price is
adjusted  for  any  stock  splits,   reverse  stock  splits,   stock  dividends,
recapitalizations, reclassifications or the like that the Company effects at any
time during the Warrant Exercise  Period),  then within ten (10) days of the end
of the  applicable  Ten Day Period,  the  Company,  in its sole  discretion  and
without  requiring  any consent or waiver from the Holder,  may provide  written
notice to the Holder that this Warrant and all of the Holder's rights  hereunder
shall  expire upon twenty  (20) days from the  transmission  date of such notice
(such  date of  expiration,  an  "Early  Expiration  Date),  in  which  case the
Expiration  Date of this Warrant shall be the same date as the Early  Expiration
Date.

     3. Registration  Rights. The Holder of this Warrant shall have the right to
cause the Company to register any and all issued and outstanding shares of Stock
purchased  by the  Holder  pursuant  to any and all  exercises  of this  Warrant
("Registrable Warrant Shares"),  under the Securities Act and under any blue sky
or securities laws of any  jurisdictions  within the United States,  only at the
time and in the manner specified and as provided for in the Registration Rights


<PAGE>


                                        5

Agreement, and any and all such Registrable Warrant Shares shall be deemed to be
included  within the  definition  of  Registrable  Securities  for all  purposes
thereof.

     4. Adjustments.

     4.1 Adjustments for Stock Dividends,  Subdivisions and Combinations. In the
event that, at any time and from time to time after the Initial  Exercise  Date,
the Corporation  shall (a) issue additional shares of Common Stock as a dividend
or other  distribution on outstanding  shares of Common Stock, (b) subdivide its
outstanding  shares of Common  Stock  into a greater  number of shares of Common
Stock or (c)  combine  its  outstanding  shares of Common  Stock  into a smaller
number of shares of Common  Stock,  then,  in each such event,  (x) the Exercise
Price shall,  simultaneously  with the  happening of such event,  be adjusted by
multiplying the then current Exercise Price by a fraction,  (i) the numerator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
prior to such event,  and (ii) the  denominator  of which shall be the number of
shares of Common Stock outstanding immediately after such event, and the product
so obtained shall  thereafter be the Exercise Price then in effect,  and (y) the
number of Warrant Shares shall be adjusted by increasing or  decreasing,  as the
case may be, the number of shares of Common  Stock  included  within the Warrant
Shares by the  percentage  increase or decrease in the total number of shares of
Common Stock  outstanding  immediately after such event over the total number of
shares of  Common  Stock  outstanding  immediately  prior to such  event and the
result so obtained  shall be the Warrant  Shares  then in effect.  The  Exercise
Price and the Warrant  Shares,  as so adjusted,  shall be readjusted in the same
manner upon the happening of any  successive  event or events  described in this
Section 4.1.

     4.2 Adjustments for Reorganization,  Consolidation or Merger. In case that,
at any  time or  from  time  to  time  after  the  Initial  Exercise  Date,  the
Corporation  shall (a) effect a  reorganization,  (b) consolidate  with or merge
into  any  other  Person,  or  (c)  transfer  all  or  substantially  all of its
properties  or  assets  to any  other  Person  under  any  plan  or  arrangement
contemplating  the dissolution of the Corporation,  then, in each such case, the
Holder,  on the  exercise of this Warrant as provided in Section 2 hereof at any
time  or from  time  to time  after  the  consummation  of such  reorganization,
consolidation  or merger or (subject to the limitations on exercise set forth in
Section 4.3 below) the effective date of such  dissolution,  as the case may be,
shall  receive,  in  lieu  of the  Warrant  Shares  issuable  on  such  exercise
immediately  prior to such  consummation or such effective date, as the case may
be, the stock and other  securities and property  (including  cash) to which the
Holder would have been entitled  upon such  consummation  or in connection  with
such  dissolution,  as the case may be,  if the  Holder  had so  exercised  this
Warrant  immediately  prior  thereto,  all  subject  to  successive  adjustments
thereafter from time to time pursuant to, and in accordance with, the provisions
of Section 4 hereof.

     4.3  Adjustments  for  Dissolution.  In the event of any dissolution of the
Corporation following the transfer of all or substantially all of its properties
or assets at any time after the Initial  Exercise  Date, the  Corporation  shall
retain for a period of at least  thirty  (30) days after the  effective  date of
such  dissolution the stock and other  securities and property  (including cash,
where  applicable)  (collectively,  the  "Property")  receivable  by the  Holder
pursuant to Section 4.2 hereof upon  exercise of this  Warrant at any time after
the  effective  date of such  dissolution.  If the Holder fails to exercise this
Warrant  within the thirty (30) day period  following the effective date of such
dissolution,  then such Property shall be distributed  pro rata to those Persons
who were stockholders of record of the Corporation on the effective date of such
dissolution or as otherwise provided by the Corporation.

     4.4 Continuation of Terms. Upon any reorganization,  consolidation,  merger
or transfer (and any  dissolution  following any such  transfer)  referred to in
this  Section 4, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable upon the exercise of this Warrant after the consummation of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the Person acquiring all or substantially all of the
properties or assets of the  Corporation,  whether or not such Person shall have
expressly assumed the terms of this Warrant.

     5. Officer's Certificate as to Adjustments.  In each case of any adjustment
or readjustment in the number and kind of Warrant Shares, or property,  issuable
hereunder  from time to time, or the Exercise  Price,  the  Corporation,  at its
expense,  will  promptly  cause an officer of the  Corporation  to compute  such
adjustment  or  readjustment  in  accordance  with the terms of this Warrant and
prepare a certificate  setting forth such adjustment or readjustment and showing
the facts upon which such adjustment or  readjustment is based.  The Corporation
will forthwith mail a copy of each such certificate to the Holder.


<PAGE>


                                        6

     6. Notices of Record Date. In the event of

     (a) any  taking by the  Corporation  of a record of the  holders  of Common
Stock for the purpose of  determining  the holders  thereof who are  entitled to
receive  any  shares of Common  Stock as a  dividend  or other  distribution  or
pursuant to a stock split, or

     (b)  any  reorganization  of  the  Corporation  or any  transfer  of all or
substantially all the assets of the Corporation to or consolidation or merger of
the Corporation with or into any other Person, or

     (c) any voluntary or involuntary dissolution,  liquidation or winding-up of
the Corporation,

then and in each such event the  Corporation  will mail or cause to be mailed to
the Holder a notice  specifying  (i) the date on which any such  record is to be
taken for the purpose of such dividend, distribution or stock split, and stating
the amount and character of such dividend, distribution or stock split, and (ii)
the date on which  any such  reorganization,  transfer,  consolidation,  merger,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock shall be entitled
to  exchange  their  shares of Common  Stock for  securities  or other  property
deliverable   on   such   reorganization,   transfer,   consolidation,   merger,
dissolution, liquidation or winding-up. Such notice shall be mailed at least ten
(10) days prior to the date specified in such notice on which any such action is
to be taken.

     7. Exchange of Warrant.  Subject to the  provisions of Section 9 hereof (if
and to the extent  applicable),  this Warrant  shall be  exchangeable,  upon the
surrender hereof by the Holder at the principal  office of the Corporation,  for
new warrants of like tenor,  each registered in the name of the Holder or in the
name of such other  Persons as the Holder may direct (upon payment by the Holder
of  any  applicable  transfer  taxes).  Each  of  such  new  warrants  shall  be
exercisable  for such  number of  Warrant  Shares as the  Holder  shall  direct,
provided that all of such new warrants shall  represent,  in the aggregate,  the
right to purchase  the same number of Warrant  Shares  which may be purchased by
the Holder upon exercise of this Warrant at the time of its surrender.

     8. Replacement of Warrant. On receipt of evidence  reasonably  satisfactory
to the Corporation of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and  amount  to the  Corporation  or,  in the  case of any such  mutilation,  on
surrender and cancellation of this Warrant,  the Corporation at its expense will
execute and deliver, in lieu thereof, a new warrant of like tenor.

     9. Restrictions on Transfer;  Compliance with Securities Act;  Mechanics of
Transfer.

     9.1 Contractual Transfer Restrictions.  Notwithstanding  anything expressed
or implied in this Warrant to the  contrary,  in no event shall the Holder sell,
assign, transfer, endorse, pledge, mortgage,  hypothecate or otherwise convey or
dispose of all or any portion of the  Warrant,  any Warrant  Shares  issued from
time to time  upon  exercise  of this  Warrant,  or any  interest  in any of the
foregoing   (other  than  pursuant  to  and  in  conformity  with  an  effective
registration  statement  under the Securities Act or in accordance with Rule 144
of the Securities  Act of 1933),  unless the proposed  transferee  thereof shall
have  executed  and  delivered  to  the  Corporation  a  written   agreement  or
instrument, in form and substance satisfactory to the Corporation, providing for
such proposed transferee's written  acknowledgment and agreement that he, she or
it shall be bound by all of the provisions of this Section 9, and providing also
for such  representations  and  warranties  made by such proposed  transferee in
favor of the Corporation as the Corporation shall reasonably request (including,
without  limitation,  those that may be required in order to confirm  compliance
with applicable securities laws).

     9.2  Securities  Laws  Restrictions.  Neither  this  Warrant nor any of the
Warrant  Shares  issued from time to time upon  exercise of this  Warrant may be
offered, sold, assigned, transferred, endorsed, pledged, mortgaged, hypothecated
or otherwise  conveyed or disposed of by the Holder,  unless (i) any such offer,
sale, assignment,  transfer,  endorsement,  pledge,  mortgage,  hypothecation or
other  conveyance  or  disposition  shall be  effected  (A)  pursuant  to and in
conformity with an effective  registration statement under the Securities Act (a
"Registered  Sale")  or any  then  available  exemption  from  the  registration
requirements of the Securities Act, and (B) pursuant to and in conformity with


<PAGE>


                                        7

any  applicable  state  securities or blue sky laws, and (ii) in the case of any
offer, sale, assignment,  transfer, endorsement, pledge, mortgage, hypothecation
or other conveyance or disposition  other than pursuant to a Registered Sale, if
requested by the  Corporation,  the Holder shall have  obtained and delivered to
the Corporation a written legal opinion of counsel  (reasonably  satisfactory to
the  Corporation  as to such counsel and as to the substance of such opinion) to
the  effect  that  any  such  proposed  offer,   sale,   assignment,   transfer,
endorsement,  pledge, mortgage, hypothecation or other conveyance or disposition
by the Holder does not violate the registration provisions of the Securities Act
and any applicable state securities or blue sky laws.

     9.3 Effect of Violation of Transfer Restrictions;  Preventive Measures. Any
offer, sale, assignment, transfer, endorsement, pledge, mortgage, hypothecation,
or other  conveyance or disposition of all or any portion of this Warrant or any
Warrant Shares issued from time to time upon exercise of this Warrant, or of any
interest in this  Warrant or any of such  Warrant  Shares,  in violation of this
Section 9 shall be null and void.  The  Corporation  may make a notation  on its
records or give instructions to any of its transfer agents in order to implement
the restrictions on transfer set forth in this Section 9. The Corporation  shall
not incur  any  liability  for any delay in  recognizing  any  transfer  of this
Warrant or of any Warrant  Shares issued from time to time upon exercise of this
Warrant if the Corporation  reasonably  believes that any such transfer may have
been  or  would  be in  violation  of  the  provisions  of the  Securities  Act,
applicable blue sky laws or this Section 9.

     9.4 Legends.

     (a) Each  certificate  representing any Warrant Shares issued upon exercise
of this Warrant shall bear the following legend:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE OFFERED,  SOLD,  ASSIGNED,  TRANSFERRED,  ENDORSED,  PLEDGED,  MORTGAGED,
HYPOTHECATED OR OTHERWISE CONVEYED OR DISPOSED OF, UNLESS SUCH SHARES ARE (1) SO
REGISTERED  OR (2) AN EXEMPTION  FROM SUCH  REGISTRATION  IS  AVAILABLE  AND, IF
REQUESTED  BY THE  COMPANY,  A  WRITTEN  LEGAL  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY  TO THE  COMPANY  IS  PROVIDED  BY THE  TRANSFEROR.  IF THE  SHARES
REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERRED PURSUANT TO AN IN CONFORMITY
WITH AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR IN
ACCORDANCE  WITH RULE 144 OF THE  SECURITIES  ACT OF 1933,  SUCH SHARES ARE ALSO
SUBJECT TO CERTAIN  RESTRICTIONS  ON TRANSFER SET FORTH IN SECTION 9 OF A COMMON
STOCK PURCHASE WARRANT DATED [___________, 2001], AND NO TRANSFER OF SUCH SHARES
SHALL BE VALID OR EFFECTIVE IF IT IS NOT EFFECTED IN COMPLIANCE WITH ALL OF SUCH
RESTRICTIONS  ON TRANSFER.  COPIES OF SUCH COMMON STOCK PURCHASE  WARRANT MAY BE
OBTAINED  AT NO COST BY  WRITTEN  REQUEST  MADE BY THE  HOLDER OF RECORD OF SUCH
SHARES TO THE SECRETARY OF THE COMPANY.

     (b) Each  certificate  representing  any Warrant Shares issued from time to
time upon exercise of this Warrant shall also bear any legend required under any
applicable state securities or blue sky laws.

     9.5 Survival.  The  obligations  of the Holder (and/or of any transferee of
the Warrant or any Warrant Shares issued from time to time upon exercise of this
Warrant)  under this Section 9 shall,  with respect to any Warrant Shares issued
from  time  to time  upon  exercise  of  this  Warrant,  survive  the  exercise,
expiration or other termination, or transfer, of this Warrant indefinitely.

     9.6  Mechanics  of  Transfer.  Any  transfer  of all or any portion of this
Warrant,  or of any interest  therein,  that is otherwise in compliance with the
provisions of this Section 9 shall be effected by  surrendering  this Warrant to
the Corporation at its principal office,  together with (i) a duly executed form
of  assignment,  in the form  attached  hereto,  (ii) if  required,  the written
agreement or instrument that the proposed  transferee is required to execute and
deliver to the  Corporation  pursuant to Section 9.1 hereof and (iii) payment of
any applicable transfer taxes, if any. In the event of any such transfer of this
Warrant,  in whole,  the Corporation  shall issue a new warrant of like tenor to
the  transferee,  representing  the right to purchase the same number of Warrant
Shares which were purchasable by the Holder upon exercise of this Warrant at the
time of its  transfer.  In the event of any such transfer of any portion of this
Warrant,  (i) the  Corporation  shall  issue a new  warrant of like tenor to the
transferee, representing the right to purchase the same


<PAGE>


                                        8

number of Warrant  Shares which were  purchasable by the Holder upon exercise of
the transferred  portion of this Warrant at the time of such transfer,  and (ii)
the  Corporation  shall  issue  a new  warrant  of  like  tenor  to the  Holder,
representing  the right to purchase the number of Warrant Shares  purchasable by
the Holder upon exercise of the portion of this Warrant not  transferred to such
transferee.  Until this  Warrant or any portion  thereof is  transferred  on the
books of the  Corporation,  the Corporation may treat the Holder as the absolute
holder of this  Warrant  and all  right,  title  and  interest  therein  for all
purposes, notwithstanding any notice to the contrary.

     10. General.

     10.1 Statement on Warrant.  Irrespective of any adjustments in the Exercise
Price or the number or kind of Warrant  Shares,  this  Warrant  may  continue to
express the same Exercise  Price and the same number and kind of Warrant  Shares
as are stated on the front page hereof.

     10.2 Authorized  Shares;  Reservation of Shares for Issuance.  At all times
while this Warrant is outstanding,  the Corporation shall maintain its corporate
authority to issue,  and shall have  authorized  and reserved for issuance  upon
exercise  of this  Warrant,  such  number of shares of Common  Stock as shall be
sufficient to perform its obligations under this Warrant (after giving effect to
any and all  adjustments  to the number and kind of Warrant  Shares  purchasable
upon exercise of this Warrant).

     10.3  No  Impairment.  The  Corporation  will  not,  by  amendment  of  its
Certificate of Incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issuance or sale of  securities,  sale or
other  transfer  of any of its  assets or  properties,  or any  other  voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant,  but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such  action as may be  necessary  or
appropriate  in order to  protect  the rights of the  Holder  hereunder  against
impairment.  Without  limiting the generality of the foregoing,  the Corporation
(a) will not increase the par value of any shares of Stock  receivable  upon the
exercise of this Warrant above the amount payable therefor on such exercise, and
(b) will take all action that may be necessary or  appropriate in order that the
Corporation may validly and legally issue fully paid and nonassessable shares of
Stock on the exercise of this Warrant.

     10.4 No Rights as Stockholder.  The Holder shall not be entitled to vote or
to receive dividends or to be deemed the holder of Stock that may at any time be
issuable  upon  exercise of this Warrant for any purpose  whatsoever,  nor shall
anything  contained  herein be  construed  to confer  upon the Holder any of the
rights of a stockholder of the Corporation or any right to vote for the election
of  directors  or upon any  matter  submitted  to  stockholders  at any  meeting
thereof,  or to give or withhold  consent to any corporate  action (whether upon
any recapitalization, issuance or reclassification of stock, change of par value
or change of stock to no par  value,  consolidation,  merger  or  conveyance  or
otherwise),  or to receive  notice of meetings  (except to the extent  otherwise
provided in this Warrant), or to receive dividends or subscription rights, until
the Holder shall have  exercised the Warrant in accordance  with the  provisions
hereof.

     10.5 Notices. (i)Any notices, reports or other correspondence  (hereinafter
collectively referred to as "correspondence")  required or permitted to be given
hereunder  shall be sent by  courier  (overnight  or same  day) or  telecopy  or
delivered  by hand to the  party to whom  such  correspondence  is  required  or
permitted to be given hereunder. The date of giving any notice shall be the date
of its actual receipt.

     (ii) All correspondence to the Company shall be addressed as follows:

                  Clements Golden Phoenix Enterprises, Inc.
                  32C South East Osceola Street
                  Stuart, FL 34994
                  Attention: President
                  Telecopier:  516-219-3712

     with a copy to:

                  Mintmire & Associates
                  265 Sunrise Avenue, Suite 204
                  Palm Beach, FL 33480
                  Attention: Donald Mintmire, Esq.
                  Telecopier: (561) 659-5371


<PAGE>


                                        9

          (iii)  All  correspondence  to the  Holder,  at the  Holder's  address
     appearing in the books maintained by the Corporation.

     10.6 Amendment and Waiver.  No failure or delay of the Holder in exercising
any power or right hereunder  shall operate as a waiver  thereof,  nor shall any
single or partial  exercise of any such right or power,  or any  abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and  remedies of the Holder are  cumulative  and not  exclusive of any rights or
remedies  which it would  otherwise  have. The provisions of this Warrant may be
amended,  modified  or waived  with (and only with) the  written  consent of the
Corporation and the Holder.

     10.7 Governing Law. This Warrant shall be construed in accordance  with and
governed by the laws of the State of Florida.

     10.8 Covenants To Bind Successor and Assigns. All covenants,  stipulations,
promises  and  agreements  in this  Warrant  contained  by or on  behalf  of the
Corporation shall bind its successors and assigns, whether so expressed or not.

     10.9 Severability.  In case any one or more of the provisions  contained in
this Warrant  shall be invalid,  illegal or  unenforceable  in any respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired  thereby.  The parties shall
endeavor  in  good  faith  negotiations  to  replace  the  invalid,  illegal  or
unenforceable  provisions  with valid  provisions  the economic  effect of which
comes as close as  possible  to that of the  invalid,  illegal or  unenforceable
provisions.

     10.10 Construction.  The definitions of this Warrant shall apply equally to
both the  singular  and the  plural  forms of the terms  defined.  Wherever  the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms.  The section and  paragraph  headings used herein are
for  convenience of reference  only, are not part of this Warrant and are not to
affect the construction of or be taken into  consideration in interpreting  this
Warrant.

     10.11 Remedies.  The Holder,  in addition to being entitled to exercise all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Corporation  agrees
that monetary  damages would not be adequate  compensation for any loss incurred
by reason of a breach by it of the  provisions of this Warrant and hereby agrees
to waive the defense in any action for specific performance that a remedy at law
would be adequate.  In any action or proceeding brought to enforce any provision
of this Warrant or where any provision  hereof is validly asserted as a defense,
the successful  party to such action or proceeding  shall be entitled to recover
reasonable attorneys' fees in addition to any other available remedy.

     IN WITNESS WHEREOF,  the Corporation has caused this Warrant to be executed
in its corporate name by one of its officers  thereunto duly authorized,  all as
of the day and year first above written.

                         CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.


                       By:________________________________
                          Samuel P. Sirkin, President




<PAGE>




                              FORM OF SUBSCRIPTION


                    (To be executed upon exercise of Warrant)




To: CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.



     The undersigned hereby irrevocably elects to exercise the right of purchase
represented  by the attached  Warrant for, and to exercise  thereunder,  _______
shares of common stock, $0.001 par value per share ("Common Stock"), of Clements
Golden Phoenix Enterprises,  Inc., a Florida  corporation,  and tenders herewith
payment of  $__________,  representing  the  aggregate  purchase  price for such
shares based on the price per share  provided for in such Warrant.  Such payment
is being  made in  lawful  money  of the  United  States  by  certified  or bank
cashier's check or wire transfer.

     Please issue a certificate or certificates  for such shares of Common Stock
in the following name or names and denominations and deliver such certificate or
certificates to the person or persons listed below at their respective addresses
set forth below:






     If said  number of shares of Common  Stock  shall not be all the  shares of
Common Stock issuable upon exercise of the attached Warrant, a new Warrant is to
be issued  in the name of the  undersigned  for the  balance  remaining  of such
shares of Common  Stock  less any  fraction  of a share of Common  Stock paid in
cash.






Dated: ____________, 20__


NOTE: The above signature should correspond exactly with the name on the face of
the  attached  Warrant  or  with  the  name  of the  assignee  appearing  in the
assignment form below.






<PAGE>




                       FORM OF NET ISSUE EXERCISE ELECTION


               (To be executed upon net issue exercise of Warrant)


To: CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.

     The undersigned hereby irrevocably elects to exercise the right of purchase
represented  by the attached  Warrant for, and to exercise  thereunder,  _______
shares (the "Purchased  Warrant  Shares") of common stock,  $0.001 par value per
share ("Common Stock"), of Clements Golden Phoenix Enterprises,  Inc., a Florida
corporation  (the  "Corporation").  The aggregate  exercise price payable by the
undersigned in connection  with the purchase of the Purchased  Warrant Shares is
$__________. Pursuant to Section 2.1(b) of the attached Warrant, the undersigned
hereby elects to make payment of such aggregate  exercise price by  surrendering
the right to receive _______ of the Purchased  Warrant Shares (the  "Surrendered
Purchased Warrant  Shares").  The aggregate fair market value of the Surrendered
Purchased Warrant Shares is  $____________.  The net number of Purchased Warrant
Shares issuable by the Corporation  (after giving effect to the surrender by the
undersigned of the Surrendered Purchased Warrant Shares) in connection with such
exercise shall be __________ shares (the "Net Issue Purchase Warrant Shares").

     Please issue a  certificate  or  certificates  for the Net Issue  Purchased
Warrant Shares in the following name or names and denominations and deliver such
certificate  or  certificates  to the  person or persons  listed  below at their
respective addresses set forth below:






     If the Net Issue  Purchased  Warrant  Shares shall not be all the shares of
Common Stock issuable upon exercise of the attached Warrant, a new Warrant is to
be issued  in the name of the  undersigned  for the  balance  remaining  of such
shares of Common  Stock  less any  fraction  of a share of Common  Stock paid in
cash.




Dated: ____________, 20__


NOTE: The above signature should correspond exactly with the name on the face of
the  attached  Warrant  or  with  the  name  of the  assignee  appearing  in the
assignment form below.




<PAGE>




                               FORM OF ASSIGNMENT


                   (To be executed upon assignment of Warrant)



     For value  received,  _____________________________________  hereby  sells,
assigns and transfers unto  _________________  the attached  Warrant [__% of the
attached Warrant], together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint  ___________________________  attorney
to transfer  said  Warrant  [said  percentage  of said  Warrant] on the books of
Clements Golden Phoenix  Enterprises,  Inc., a Delaware  corporation,  with full
power of substitution in the premises.

     If not all of the attached  Warrant is to be so transferred,  a new Warrant
is to be issued in the name of the undersigned for the balance of said Warrant.




Dated: ____________, 20__


NOTE: The above signature should correspond exactly with the name on the face of
the attached Warrant.




<PAGE>




                                                                       EXHIBIT C

                                  RISK FACTORS

An  investment  in the  Company  involves  a high  degree of risk and  should be
regarded as speculative.  Prospective  investors  should consider  carefully the
following risk factors in evaluating an investment in the Units. The information
furnished by the Company contains forward-looking  statements that involve risks
and  uncertainties.  The Company's  actual results could differ  materially from
those  anticipated  in these  forward-looking  statements as a result of certain
factors, including those set forth in the following risk factors.

The Company  has a limited  operating  history,  and its  market,  products  and
projections are untested.

     The Company's subsidiary,  Clements Citrus Sales of Florida, Inc., has been
engaged for approximately three years in developing the foundation for exporting
citrus  products into China and started  trading in such exports into China only
in September 2000. The Company acquired  Clements Citrus Sales of Florida,  Inc.
in December  1999.  Although  the Company has  developed a promising  network of
distributors  for its products in the Peoples  Republic of China, its exports to
date have not been  substantial and have been largely for the purpose of testing
the market.  As a development  stage company,  the operations of the Company are
subject  to all  the  risks  inherent  in the  establishment  of a new  business
enterprise.  The  evaluation  of the Company must be  considered in light of the
risks,  expenses  and  difficulties  encountered  by new  businesses  trying  to
establish a dominant presence in a new and largely untested consumer market.

The  Company's  competitive  advantage of its current low cost  structure may be
adversely affected by growth.

     The Company's  current  competitive  advantages is its  relatively low cost
structure.  The  Company  currently  has a small  employee  base,  does not own,
operate or maintain  any  factory or  warehousing  plants,  and does not own any
substantial machinery,  tooling or other capital equipment. As the Company grows
over  time,  however,  it  intends to expand  its  packaging,  distribution  and
marketing  operations,  which may  require  the  Company to build and  operate a
factory  plant,  purchase  additional  equipment  and  expand  the  size  of its
workforce. All of these changes are likely to increase the Company's operational
costs from their current  level,  and there can be no assurance that the Company
will be able to compete effectively as a result of such cost increases.

The Company has a history of losses and anticipates future losses.

     The Company has never been profitable. As of December 31, 2000, the Company
had an accumulated  deficit of approximately $2.2 million. A substantial portion
of the  proceeds of the  issuance and sale of the Units will be applied to repay
currently due bridge and shareholder loans. The independent auditor's report for
the  Company's  financial  statements  for the fiscal  year ended March 31, 2000
states,   "The  Company's   financial   position  and  operating  results  raise
substantial doubt about its ability to continue as a going concern." The Company
has made substantial  progress,  both in securing additional  investments and in
developing its network of distributors  in China since March 31, 2000.  However,
the Company anticipates  continuing operating losses for at least the next three
quarters due to marketing costs,  costs of citrus products and other supplies to
support rapidly  increasing  exports,  debt maturities and additional  personnel
hirings to handle the Company's  increasing export  activities.  As a result, we
cannot be certain  when or if the Company  will  achieve  profitability.  If the
Company does not achieve,  sustain and improve  profitability in accordance with
its projections, the market price of the Common Shares is likely to decline.

The Company's  projected  revenues are  uncertain,  and it may need  substantial
additional capital investment.

     The Company's  gross revenues in the nine months of its fiscal year through
December  31, 2000 were  $193,481.  The Company  expects to increase its exports
substantially;  and the Company  believes  that  revenues from its exports shall
exceed the Company's  current  liabilities and operating costs by June 30, 2002.
There can be no assurance  that revenues from the Company's  operations  will be
received  in  accordance  with the  Company's  projections,  or that  unexpected
difficulties  in largely  untested  markets will not prevent  achievement of the
projections.  Accordingly,  there can be no assurance  that the Company will not
need substantial  additional capital investment before achieving  profitability,
or that the Company's  anticipated  growth will not be slowed by lack of capital
resources.

Economic  and  political  conditions  in  the  Peoples  Republic  of  China  are
unpredictable,  and the  Company's  success is in large measure  dependent  upon
development of the Chinese market for its products.



<PAGE>


                                        2

     The Company's  largest  targeted market is the consumer market for imported
citrus products,  citrus juices and other fruits and fruit juices in the Peoples
Republic of China.  Accordingly,  the  Company's  success  will be in large part
dependent upon continued  growth of consumers with  disposable  income in China,
continued growth of private enterprise for the distribution and sale of consumer
goods in  China,  and  continued  support  by the  Chinese  government  for such
internal  developments  and for the  opening of China to foreign  commerce.  The
opening of China to U.S.  commerce is a development of recent years  culminating
in the  Permanent  Normal  Trade  Relations  Treaty  approved  by the  Senate in
September  2000.  Both the  Company's  ability  to import  foreign  agricultural
products  into China and the  ability of  Chinese  distributors  to pay for such
products in U.S.  currency are dependent upon licenses granted by the government
of the Peoples Republic of China.  Although the Company has enjoyed  substantial
success  to date in  developing  beneficial  relationships  with  and  obtaining
requisite  approvals and licenses from Chinese officials,  the continued ability
to enjoy such official  support may be affected by political  changes over which
the Company has no control.  Southeast  Asia has been  suffering  from a general
recession  in recent  years,  and the growth of the market  for  consumer  fruit
products  in China  could  be  adversely  affected  by the  continuation  of the
Southeast  Asia  recession,  or by a recession in the Western  markets for goods
produced in China.  Failure of the Chinese  consumer market for food products to
develop as the Company  anticipates could adversely affect the Company's ability
to meet its projections.

Tariffs,  currency  fluctuations  and  restrictions  on  currency  exchange  may
adversely affect the Company's business.

     Currently   the  Peoples   Republic  of  China  imposes  a  35%  tariff  on
agricultural  products from the United States.  Under the Permanent Normal Trade
Relations  program,  this tariff is scheduled to be reduced to 12% over the next
five years.  In addition,  a value added tax (VAT) of at least 17% is imposed on
all consumer  purchases of such goods in China.  Such substantial taxes on sales
of the Company's  products in China add a significant  cost of such goods to the
ultimate consumer.  The failure of anticipated  reductions in the tariff rate to
materialize  will slow the  development  of a consumer  market for the Company's
products in China.  The price at which the Company's  products will be available
to the Chinese consumer is also affected by fluctuations in the rate of exchange
between  Chinese  and  U.S.  currencies.  The  Company  has been  successful  in
negotiating  distribution  contracts  which  provide  for payment by the Chinese
distributors in U.S. currency,  with the credit risk limited by letter of credit
payment  terms.  The ability of the Company to obtain  payment in U.S.  currency
supported  by  letters  of credit  is  dependent  upon  permits  granted  to the
distributors  by the government of the Peoples  Republic of China.  Economic and
political  developments in China could adversely affect the lowering of tariffs,
the currency  exchange rates and the ability of the Company to obtain payment in
U.S. currency with letter of credit support.

Fluctuations  in  agricultural  production  may  adversely  affect the Company's
business.

     The Company's expected advantages of low-cost acquisition and processing of
citrus  products and juices are in part based upon the recent excess  production
of U.S.  citrus  growers  and excess  citrus  processing  capacity in the United
States.  Storms,   unseasonal  weather  and  other  threats  to  Florida  citrus
agriculture could adversely affect the Company's ability to purchase and process
its products at a competitive price.

The Company is dependent upon key personnel.

     The Company is highly  dependent at this stage of its  operations on Samuel
P. Sirkis,  its  President,  Joseph  Rizzuti,  its Chairman and Chief  Operating
Officer, and its other executive officers and principal  consultants,  and their
commercial  background  and  expertise  is  crucial  to the  development  of the
Company's initial  anticipated  markets and products.  The death,  disability or
other loss of any of its executive officers or principal  consultants could have
a  material  adverse  effect  on the  ability  of the  Company  to  achieve  its
projections  and remain viable.  The Company  maintains a key-man life insurance
policy for Mr. Rizzuti.

The  Company  has a  limited  number  of  current  distributors  upon  whom  its
short-term growth is highly dependent.

     The Company  currently  has entered into a  distribution  contract with one
major distributor for Northern China and its major cities, and a contract with a
major Chinese  trading  company which is both a distributor in the greater China
market  itself and an import  agent for many  Chinese  trading and  distribution
companies which do not have independent  import permits.  The Company is engaged
in negotiations currently with a number of distribution  companies.  The loss of
either of its major  distribution  or import agency  contracts,  or difficulties
encountered  by its  distributors  which delay or defeat ability to purchase and
distribute the Company's goods to retail outlets in its area,  could  materially
adversely affect the Company's ability to meet its projections.


<PAGE>


                                        3

Competition could prevent the Company from achieving its growth projections.

     There are many competitors,  and many with vastly superior resources to the
Company's,  seeking to exploit  the  opening of the  Chinese  market to consumer
goods. Although the Company believes that it is the first to achieve significant
Chinese governmental cooperation for the import of citrus products and the first
to achieve  significant  distribution  arrangements for getting such products to
the consumer  marketplace in China,  the Company expects  competition to develop
and increase in the future.  A number of companies  are  currently  competitors.
Certain of these  competitors  are  well-established  entities  in the fruit and
fruit juice industry with  international  market presence and with substantially
greater supply, processing,  marketing,  financial and managerial resources than
the Company. In particular, Ocean Spray Cranberries, Inc. has recently announced
that it will launch a line of cranberry and grapefruit beverages in China in the
next six  months  and that it has  entered  into a  partnership  with a  Chinese
company in connection with this launch.  In addition,  there is local production
of oranges in China;  and while the native citrus  production does not represent
significant  competition currently,  there can be no assurance that the quantity
and  quality  of its  production  will  not  improve  and  become  competitively
significant.  While  the  Company  believes  it is  currently  in  the  lead  in
penetrating the Chinese market with citrus  products,  there can be no assurance
that  competitors  will not seek to expand  their more  limited  presence in the
market.  To be successful,  the Company must build upon its initial advantage by
supplying  its existing  distribution  market with  adequate  supply to meet its
demands and with the highest  quality of  products.  While the Company  believes
that it does  and can  continue  to  compete  favorably  with  respect  to these
requirements,  there can be no assurance that the Company's competitors will not
also be able to meet these  requirements  and develop  products and distribution
networks which are  comparable or superior to those of the Company.  Nor can any
assurance be given that a competitor will not seek to obtain agreements with the
same  suppliers  and  distributors  as those with whom the  Company  has current
relationships  or  intends  to  approach  in order to  develop  and  market  its
products.

The market acceptance of the Company's products and services is uncertain.

     The Chinese  consumer  market for the Company's  products is relatively new
and  uncertain.  It is  difficult to assess or predict  with any  assurance  the
growth rate and the ultimate size of the market.  There can be no assurance that
the market for the Company's  products  will develop as the Company  projects or
that the  Company's  products  will  achieve  market  acceptance  at all,  or if
accepted,  how extensive the  consumption of the Company's  products will be. If
the market  fails to develop,  develops  more  slowly  than  expected or becomes
saturated  with  competitors,  or if  the  Company's  products  do  not  achieve
significant market  acceptance,  the Company's  business,  operating results and
financial condition will be materially adversely affected.

The resale of the Series A Shares, Warrants and Common Stock will be restricted.

     Neither the Units, the Series A Shares,  the Warrants nor the Common Shares
issuable  upon  conversion  of the Series A Shares and  exercise of the Warrants
will be  registered  under  the  Securities  Act of 1933 in this  offering  and,
accordingly,  all such  securities will  constitute  "restricted  securities" as
defined in Rule 144 under the Securities Act. Such restricted securities may not
be  offered,  sold or  otherwise  transferred,  pledged or  hypothecated  unless
registered  under the Securities Act and any applicable state securities laws or
unless exempt from such  registration.  Certificates for the Series A Shares and
Warrants will bear a legend to this effect.  The Company is obligated  under the
terms of this offering to register the Common Stock issuable upon  conversion of
the  Series  A  Shares  and  exercise  of  the  Warrants   (the   "Post-Offering
Registration"),  as set forth in the attached Subscription Agreement.  There can
be  no  guarantee,   however,  that  the  Company  will  be  able  to  have  the
Post-Offering  Registration  declared  effective  by  the  SEC,  or be  declared
effective  within  the  promised  period  of  time.  Even  if the  Post-Offering
Registration  of the Common  Shares  issuable  upon  conversion  of the Series A
Shares and exercise of the Warrants becomes effective, there can be no assurance
that a sufficient liquid market for the Common Shares would develop.  Therefore,
investors  in the Offering  should be prepared to hold the Series A Shares,  the
Warrants and the Common Shares for an indefinite period of time.

There is a limited public market for the Common Shares.

     The Company's Common Stock is quoted on the Over-the-Counter Bulletin Board
and has only a limited  trading  market.  There can be no assurance  that a more
active  trading  market for the Company's  shares will develop or, if developed,
that it will be  maintained.  In addition,  the trading  price of the  Company's
Common  Stock is  currently  less than $5.00 per share (any equity  security not
traded on an exchange  or quoted by Nasdaq  with a market  price less than $5.00
per share being, subject to specified exceptions, referred to as "penny stock").
Accordingly,  the trading in the Company's shares is subject to the requirements
of Rule 15g-9  promulgated  under the  Securities  and Exchange Act of 1934,  as
amended.  Under this rule,  broker-dealers  who  recommend  such penny  stock to
persons other than established  customers and accredited  investors must satisfy
special sales practice requirements, including an individualized


<PAGE>


                                        4

suitability  determination  for the  purchase.  So-called  penny  stock  is also
subject to the  Securities  Enforcement  Remedies  and Penny Stock Reform Act of
1990,  which requires  additional  disclosure in connection  with trades in such
stock.  In the event that the Company is not  successful in maintaining a market
trading  price of its Common Stock  exceeding  $5.00 per share,  the  regulatory
requirements  for penny stock could adversely affect the market liquidity of the
Company's shares and the ability of investors to sell their Common Shares in the
market.

The offering price of the Units was arbitrarily determined.

     The offering price of the Units has been set by the Company on the basis of
its own evaluation of its business, which is largely arbitrary since there is no
public market for the Series A Shares or Warrants, and there is a limited market
for the Company's  Common Stock in which the price of its Common Shares has been
volatile.  There  can be no  assurance  that the  offering  price  of the  Units
accurately  reflects  the  value of the  Series A Shares  and  Warrants  or that
investors will be able to resell the Common Shares  issuable upon  conversion of
the Series A Shares  and  exercise  of the  Warrants  for at least the  offering
price.




<PAGE>



                                                                       EXHIBIT D

                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.

                          REGISTRATION RIGHTS AGREEMENT

     This  REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is made as of June
__, 2001 by and among (i) Clements Golden Phoenix  Enterprises,  Inc., a Florida
corporation  (the  "Company"),  (ii)  persons  listed  as the  Investors  in the
signature   pages  hereto   (collectively,   the  "Initial   Holders"  and  each
individually,  an "Initial Holder"); and (iii) any other holder of shares of the
Company's Registrable  Securities (as defined below), who becomes a party hereto
by executing and delivering to the Company,  from time to time, an instrument of
accession in the form of the attached Exhibit A  (collectively,  the "Subsequent
Holders").

     WHEREAS,  the Company has agreed to issue and sell to the Initial  Holders,
and the  Initial  Holders  have  agreed  to  purchase  from the  Company,  up to
6,000,000  units of the  Company  (the  "Units"  and each a  "Unit"),  each Unit
consisting of one (1) share of the Series A Convertible  Preferred  Stock of the
Company,  $.001  par value per share  (the  "Series A  Preferred"),  and one (1)
warrant (a "Warrant") exercisable into one half (1/2) of a share of Common Stock
of the Company ("Common  Stock"),  $.001 par value per share, and upon terms and
conditions  set forth in those certain  Subscription  Agreements,  dated of even
date herewith,  between the Company and the Initial  Holders (the  "Subscription
Agreements"), and

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
contained herein, the parties hereto hereby agree as follows:

     1.  Definitions.  The  following  terms  shall have the  meanings  provided
therefor below or elsewhere in this Agreement as described below:

     "Board" shall mean the board of directors of the Company.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
and all of the rules and regulations promulgated thereunder.

     "Holders" shall mean the Initial Holders,  the Subsequent Holders,  and all
persons to whom any  Registrable  Securities are  transferred in compliance with
the provisions of the relevant  agreements and documents  pursuant to which such
Registrable  Securities were  originally  issued and sold and who shall become a
party to this Agreement in accordance  with Section 13(c) hereof (the "Permitted
Transferees"); and "Holder" means any one of the Holders.

     "Registrable  Securities" shall mean, at any particular time, all shares of
Common Stock issued by the Company,  or issuable upon  conversion of outstanding
preferred stock, or exercise of warrants or convertible notes of the Company, to
any  Initial or  Subsequent  Holder.  Securities  will  cease to be  Registrable
Securities when they (i) may be sold under Rule 144(k) under the Securities Act,
(ii) have been sold pursuant to an effective  registration  statement  under the
Securities  Act, or (iii) have been  distributed to the public through a broker,
dealer or market  maker  pursuant to Rule 144 under the  Securities  Act, or any
other exemption from the  registration  requirements of the Securities Act under
which the transferee  receives  securities that are not "restricted  securities"
within the meaning of that term as defined in Rule 144(a)(3).

     "Registration  Statement" shall mean a Post-Closing  Registration Statement
filed pursuant to Section 2 or other  registration  statement filed with the SEC
pursuant to Sections 2 or 4.

     "Rule 144" shall mean Rule 144 promulgated under the Securities Act and any
successor or substitute rule, law or provision.

     "SEC" shall mean the Securities and Exchange Commission.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and all
of the rules and regulations promulgated thereunder.




<PAGE>


                                        2

     2. Mandatory Registration.

     (a) No later than December 28, 2001, the Company will prepare and file with
the SEC a  registration  statement  for the  purpose  of  registering  under the
Securities  Act all of the  Registrable  Securities  for  resale by, and for the
account of, the Holders as selling  stockholders  thereunder (the "Post-Offering
Registration Statement").  The Post-Offering Registration Statement shall permit
the Holders to offer and sell, on a delayed or continuous basis pursuant to Rule
415 under the  Securities  Act, any or all of the  Registrable  Securities.  The
Company agrees to use its best efforts to cause the  Post-Offering  Registration
Statement  to become  effective  as soon as  practicable.  The Company  shall be
required to keep the Post-Offering  Registration  Statement effective until such
date that is the earlier of (i) the date when all of the Registrable  Securities
registered  thereunder  shall have been sold or (ii)120  days from the date that
the  Post-Offering  Registration  Statement is pronounced  effective by the SEC,
subject to  extension as set forth below (such date is referred to herein as the
"Mandatory  Registration  Termination Date").  Thereafter,  the Company shall be
entitled to withdraw the  Post-Offering  Registration  Statement and the Holders
shall have no further right to offer or sell any of the  Registrable  Securities
pursuant to the Post-Offering Registration Statement (or any prospectus relating
thereto). In the event the right of the selling Holders to use the Post-Offering
Registration  Statement  (and the  prospectus  relating  thereto)  is delayed or
suspended  pursuant to Sections 5(c) or 11 hereof, the Company shall be required
to extend the Mandatory Registration Termination Date by the same number of days
as such delay or Suspension Period (as defined in Section 11 hereof).

     (b) The  offer  and  sale of the  Registrable  Securities  pursuant  to the
Post-Offering Registration Statement shall not be underwritten.

     3. "Piggyback" Registration Rights.

     (a) If, at any time after the Mandatory Registration  Termination Date, the
Company  proposes to register any of its Common Stock under the Securities  Act,
whether  as a result of a  primary  or  secondary  offering  of Common  Stock or
pursuant to  registration  rights granted to holders of other  securities of the
Company (but  excluding in all cases any  registrations  to be effected on Forms
S-4 or S-8 or other  applicable  Forms of  registration  in which  secondary  or
resale shares cannot properly be included),  the Company shall,  each such time,
give to the Holders holding Registrable  Securities written notice of its intent
to do so. Upon the written request of any such Holder given within 30 days after
the giving of any such notice by the  Company,  the  Company  shall use its best
efforts to cause to be included in such registration the Registrable  Securities
of such selling Holder, to the extent requested to be registered;  provided that
(i) the number of  Registrable  Securities  proposed to be sold by such  selling
Holder is equal to at least  seventy-five  percent  (75%) of the total number of
Registrable  Securities then held by such participating selling Holder (ii) such
selling Holder agrees to sell those of its Registrable Securities to be included
in such  registration in the same manner and on the same terms and conditions as
the other  shares of Common Stock which the Company  proposes to  register,  and
(iii) if the  registration  is to include  shares of Common Stock to be sold for
the account of the Company or any party exercising  demand  registration  rights
pursuant  to any  other  agreement  with  the  Company,  the  proposed  managing
underwriter  does not advise the Company  that in its opinion the  inclusion  of
such selling  Holder's  Registrable  Securities  (without  any  reduction in the
number  of  shares  to be sold for the  account  of the  Company  or such  party
exercising  demand  registration  rights)  is likely to  affect  materially  and
adversely  the success of the  offering or the price that would be received  for
any shares of Common  Stock  offered,  in which case the rights of such  selling
Holder shall be as provided in Section 3(b) hereof.

     (b)  If  a  registration  pursuant  to  Section  3(a)  hereof  involves  an
underwritten  offering and the managing  underwriter shall advise the Company in
writing that, in its opinion,  the number of shares of Common Stock requested by
the Holders to be included in such  registration is likely to affect  materially
and  adversely  the success of the  offering or the price that would be received
for any shares of Common Stock offered in such offering,  then,  notwithstanding
anything in Section 3(a) to the contrary,  the Company shall only be required to
include  in such  registration,  to the extent of the number of shares of Common
Stock which the Company is so advised can be sold in such  offering,  (i) first,
the  number  of  shares  of  Common  Stock  proposed  to  be  included  in  such
registration  for the  account of the  Company  and/or any  stockholders  of the
Company (other than the Holders) that have exercised demand registration rights,
in accordance  with the  priorities,  if any,  then  existing  among the Company
and/or such stockholders of the Company with registration rights (other than the
Holders),  and (ii) second,  the shares of Common Stock requested to be included
in such registration by all other stockholders of the Company who have piggyback
registration rights (including, without limitation, the Holders), pro rata among
such other  stockholders  (including,  without  limitation,  the Holders) on the
basis of the number of shares of Common Stock that each of them  requested to be
included in such registration.


<PAGE>


                                        3


     (c) In connection  with any offering  involving an  underwriting of shares,
the Company shall not be required under Section 3 hereof or otherwise to include
the Registrable  Securities of any Holder therein unless such Holder accepts and
agrees  to  the  terms  of the  underwriting,  which  shall  be  reasonable  and
customary,  as agreed upon between the Company and the underwriters  selected by
the Company.


     4. Form S-3 Registrations.

     a)  Eligibility.  From time to time  after the  earlier to occur of (i) the
90th  day  following  the  date  on  which  there  first  becomes   effective  a
registration  statement  filed by the Company under the Securities  Act, or (ii)
the date on which the Company registers a class of securities under the Exchange
Act,  the  Company  will  make  every  effort  in good  faith to take all  steps
necessary to ensure that the Company will be eligible to register  securities on
Form S-3 (or any comparable or successor form adopted by the Commission) as soon
thereafter  as possible,  and to make  publicly  available  and available to the
Holders,  pursuant to Rule 144 of the Commission  under the Securities Act, such
current public  information as is necessary to enable the Holders of Registrable
Securities to make sales of Registrable Securities pursuant to that Rule.

     (b) S-3 Registration.  After the Company qualifies for the use of Form S-3,
then,  subject to the provisions of Sections 3(b)(i) and (ii) of this Agreement,
any Holders of at least the majority in interest of the  Registrable  Securities
then  outstanding  will  have the  right to  require  the  Company  to effect an
unlimited  number  of  registrations  on Form S-3 (or any  equivalent  successor
form),  provided,  that the  Company  will not be  obligated  to  effect  such a
registration more frequently than once in any twelve-month period.

     5. Obligations of the Company. In connection with the Company's obligations
under Sections 3 and 4 hereof to file a Registration  Statement with the SEC and
to use its best efforts to cause the Registration  Statement to become effective
as soon as  practicable,  the Company  shall,  as  expeditiously  as  reasonably
possible:

     (a) Prepare and file with the SEC such  amendments  and  supplements to the
Registration Statement and the prospectus used in connection therewith as may be
necessary to comply with the  provisions of the  Securities  Act with respect to
the  disposition  of all  Registrable  Securities  covered  by the  Registration
Statement;

     (b) Furnish to the selling  Holders such number of copies of a  prospectus,
including a preliminary  prospectus,  in conformity with the requirements of the
Securities  Act,  and  such  other  documents  (including,  without  limitation,
prospectus  amendments  and  supplements  as  are  prepared  by the  Company  in
accordance  with  Section  5(a)  hereof) as the selling  Holders may  reasonably
request  in  order  to  facilitate  the  disposition  of such  selling  Holders'
Registrable Securities;

     (c) Notify the selling Holders,  at any time when a prospectus  relating to
the Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the prospectus included in or
relating  to the  Registration  Statement  contains  an  untrue  statement  of a
material  fact or omits any fact  necessary to make the  statements  therein not
misleading;  and, thereafter, the Company will promptly (and in any event within
10 days) prepare (and,  when  completed,  give notice to each selling  Holder) a
supplement or amendment to such  prospectus so that, as thereafter  delivered to
the purchasers of such Registrable Securities,  such prospectus will not contain
an untrue  statement of a material  fact or omit to state any fact  necessary to
make the statements therein not misleading; provided that upon such notification
by the  Company,  the  selling  Holders  will  not  offer  or  sell  Registrable
Securities  until the  Company has  notified  the  selling  Holders  that it has
prepared a supplement or amendment to such  prospectus  and delivered  copies of
such  supplement or amendment to the selling  Holders (it being  understood  and
agreed by the Company  that the  foregoing  proviso  shall in no way diminish or
otherwise  impair the  Company's  obligation  to promptly  prepare a  prospectus
amendment  or  supplement  as above  provided in this  Section  5(c) and deliver
copies of same as above provided in Section 5(b) hereof); and

     (d) Use  commercially  reasonable  efforts  to  register  and  qualify  the
Registrable  Securities  covered by the Registration  Statement under such other
securities  or Blue  Sky  laws of such  jurisdictions  as  shall  be  reasonably
appropriate in the opinion of the Company and the managing underwriters, if any,
provided that the Company shall not be required in connection  therewith or as a
condition  thereto  to qualify to do  business  or to file a general  consent to
service of process in any such states or  jurisdictions,  and  provided  further
that (notwithstanding anything in this Agreement to the contrary with respect to
the bearing of expenses) if any  jurisdiction  in which any of such  Registrable
Securities shall be qualified shall require that expenses incurred in connection
with the qualification


<PAGE>


                                        4

therein of any such Registrable  Securities must be borne by the selling Holders
and may not be paid or  reimbursed  by the  Company,  then the  selling  Holders
shall, to the extent required by such jurisdiction,  pay their pro rata share of
such qualification expenses.

     6.  Furnish  Information.   It  shall  be  a  condition  precedent  to  the
obligations  of the Company to take any action  pursuant to this  Agreement that
the selling Holders shall furnish to the Company such information regarding them
and the securities held by them as the Company shall  reasonably  request and as
shall be required in order to effect any registration by the Company pursuant to
this Agreement.

     7. Expenses of Registration.  All expenses  incurred in connection with the
registration of the Registrable Securities pursuant to this Agreement (excluding
underwriting,  brokerage and other selling commissions and discounts), including
without limitation all registration and qualification and filing fees, printing,
and fees and  disbursements  of counsel for the  Company,  shall be borne by the
Company. In addition, the Company shall reimburse the Holders as a group for the
reasonable  accountable  costs and expenses incurred by one legal counsel to the
selling Holders as a group.

     8.  Delay of  Registration.  The  Holders  shall  not take  any  action  to
restrain,  enjoin or  otherwise  delay  any  registration  as the  result of any
controversy   which  might  arise  with   respect  to  the   interpretation   or
implementation of this Agreement.

     9. Indemnification.

     (a) To the extent  permitted by law, the Company  will  indemnify  and hold
harmless  each  selling  Holder,  any  investment  banking  firm  acting  as  an
underwriter for the selling Holders,  any broker/dealer  acting on behalf of any
selling  Holders and each  officer and  director of such  selling  Holder,  such
underwriter,  such  broker/dealer  and each person,  if any,  who controls  such
selling  Holder,  such  underwriter or  broker/dealer  within the meaning of the
Securities Act,  against any losses,  claims,  damages or liabilities,  joint or
several, to which they may become subject under the Securities Act or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof) arise out of or are based upon any untrue or alleged  untrue  statement
of any material fact contained in the Registration Statement, in any preliminary
prospectus  or  final  prospectus  relating  thereto  or in  any  amendments  or
supplements to the Registration  Statement or any such preliminary prospectus or
final  prospectus,  or arise out of or are based  upon the  omission  or alleged
omission to state  therein a material  fact  required to be stated  therein,  or
necessary to make the statements therein not misleading; and will reimburse such
selling Holder,  such  underwriter,  broker/dealer or such officer,  director or
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action;  provided,  however, that the indemnity agreement contained
in this Section 9(a) shall not apply to amounts paid in  settlement  of any such
loss, claim, damage,  liability or action if such settlement is effected without
the consent of the Company (which consent shall not be  unreasonably  withheld),
nor shall the  Company  be  liable in any such case for any such  loss,  damage,
liability  or action to the  extent  that it arises  out of or is based  upon an
untrue statement or alleged untrue statement or omission made in connection with
the  Registration  Statement,  any  preliminary  prospectus or final  prospectus
relating thereto or any amendments or supplements to the Registration  Statement
or any such preliminary prospectus or final prospectus,  in reliance upon and in
conformity with written  information  furnished  expressly for use in connection
with the  Registration  Statement or any such  preliminary  prospectus  or final
prospectus  by the selling  Holders,  any  underwriter  for them or  controlling
person with respect to them.

     (b) To the extent  permitted by law, each selling Holder will severally and
not jointly indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed the Registration Statement, each person, if any,
who  controls  the  Company  within  the  meaning  of the  Securities  Act,  any
investment  banking  firm acting as  underwriter  for the Company or the selling
Holders,  or any  broker/dealer  acting on behalf of the  Company or any selling
Holders,  and all other selling Holders against any losses,  claims,  damages or
liabilities  to which the  Company or any such  director,  officer,  controlling
person,  underwriter,  or  broker/dealer or such other selling Holder may become
subject to,  under the  Securities  Act or  otherwise,  insofar as such  losses,
claims,  damages or liabilities (or actions in respect  thereto) arise out of or
are based upon any untrue or  alleged  untrue  statement  of any  material  fact
contained in the Registration  Statement or any preliminary  prospectus or final
prospectus,  relating  thereto  or in  any  amendments  or  supplements  to  the
Registration  Statement or any such preliminary  prospectus or final prospectus,
or arise out of or are based  upon the  omission  or alleged  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not  misleading,  in each case to the extent and only to the
extent that such untrue  statement  or alleged  untrue  statement or omission or
alleged  omission was made in the  Registration  Statement,  in any  preliminary
prospectus or final


<PAGE>


                                        5

prospectus  relating  thereto  or  in  any  amendments  or  supplements  to  the
Registration  Statement or any such preliminary  prospectus or final prospectus,
in reliance upon and in  conformity  with written  information  furnished by the
selling Holder expressly for use in connection with the Registration  Statement,
or any preliminary prospectus or final prospectus;  and such selling Holder will
reimburse any legal or other expenses  reasonably incurred by the Company or any
such director, officer, controlling person, underwriter,  broker/dealer or other
selling  Holder in  connection  with  investigating  or defending any such loss,
claim, damage,  liability or action,  provided,  however,  that the liability of
each  selling  Holder  hereunder  shall  be  limited  to the  proceeds  (net  of
underwriting discounts and commissions,  if any) received by such selling Holder
from the sale of Registrable  Securities covered by the Registration  Statement,
and provided,  further,  however, that the indemnity agreement contained in this
Section  9(b) shall not apply to amounts  paid in  settlement  of any such loss,
claim,  damage,  liability or action if such settlement is effected  without the
consent of those  selling  Holder(s)  against which the request for indemnity is
being made (which consent shall not be unreasonably withheld).

     (c) Promptly after receipt by an indemnified  party under this Section 9 of
notice of the  commencement  of any action,  such  indemnified  party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 9, notify the indemnifying party in writing of the commencement  thereof
and the  indemnifying  party shall have the right to  participate in and, to the
extent the indemnifying party desires, jointly with any other indemnifying party
similarly  noticed,  to assume at its expense the defense  thereof  with counsel
mutually  satisfactory  to the  indemnifying  parties  with the  consent  of the
indemnified party which consent will not be unreasonably  withheld,  conditioned
or delayed.  In the event that the indemnifying  party assumes any such defense,
the  indemnified  party may participate in such defense with its own counsel and
at its own expense,  provided,  however,  that the counsel for the  indemnifying
party shall act as lead  counsel in all matters  pertaining  to such  defense or
settlement  of such  claim and the  indemnifying  party  shall only pay for such
indemnified   party's  expenses  for  the  period  prior  to  the  date  of  its
participation  on such  defense.  The  failure to notify an  indemnifying  party
promptly of the  commencement of any such action,  if prejudicial to his ability
to defend such action, shall relieve such indemnifying party of any liability to
the  indemnified  party under this  Section 9, but the omission so to notify the
indemnifying  party will not relieve him of any  liability  which he may have to
any indemnified party otherwise other than under this Section 9.

     (d) Notwithstanding anything to the contrary herein, the indemnifying party
shall  not be  entitled  to  settle  any  claim,  suit or  proceeding  unless in
connection with such settlement the indemnified  party receives an unconditional
release with respect to the subject matter of such claim, suit or proceeding and
such  settlement  does not contain  any  admission  of fault by the  indemnified
party.

     10. Rule 144.  With a view to making  available to the Holders the benefits
of Rule 144 and any  other  rule or  regulation  of the SEC that may at any time
permit the Holders to sell the  Purchased  Shares and the Warrant  Shares to the
public without registration,  the Company agrees to use commercially  reasonable
efforts: (i) to make and keep public information available (ii) to file with the
SEC in a timely manner all reports and other  documents  required to be filed by
an issuer of securities registered under the Securities Act or the Exchange Act,
(iii) as long as any  Holder  owns any  Registrable  Securities,  to  furnish in
writing upon such  Holder's  request a written  statement by the Company that it
has complied with the reporting  requirements  of Rule 144 and of the Securities
Act and the  Exchange  Act,  and to  furnish  to such  Holder a copy of the most
recent  annual or quarterly  report of the Company,  and such other  reports and
documents  so filed by the Company as may be  reasonably  requested  in availing
such Holder of any rule or regulation of the SEC  permitting  the selling of any
such  Registrable   Securities  without  registration  and  (iv)  undertake  any
additional  actions  reasonably  necessary to maintain the  availability  of the
Registration  Statement or the use of Rule 144.  Upon  receipt of a  certificate
certifying  (i) that such  Holder  has held such  Registrable  Securities  for a
period  of not less  than two  years  (or such  lesser  period  after  which the
exemption from registration pursuant to which Rule 144(k) may be available), and
(ii) that such Holder has not been an affiliate  (as defined in Rule 144) of the
Company during the preceding  three months,  the Company will, at the request of
any  Holder  of  Registrable  Securities,  remove  from the  stock  certificates
representing  such  Registrable  Securities any  restrictive  legend (or portion
thereof) relating to the registration provisions of the Securities Act.

     11. Deferral.  Notwithstanding  anything in this Agreement to the contrary,
if the Company shall furnish to the selling Holders a certificate  signed by the
President or Chief  Executive  Officer of the Company  stating that the Board of
Directors  of the  Company  has  made  the  good  faith  determination  (i) that
continued use by the selling Holders of the Registration  Statement for purposes
of effecting  offers or sales of Registrable  Securities  pursuant thereto would
require,  under the Securities  Act,  premature  disclosure in the  Registration
Statement  (or  the  prospectus   relating   thereto)  of  material,   nonpublic
information  concerning  the Company,  its business or prospects or any proposed
material transaction  involving the Company, (ii) that such premature disclosure
would be materially


<PAGE>


                                        6

adverse to the Company,  its business or prospects or any such proposed material
transaction or would make the successful consummation by the Company of any such
material  transaction  significantly  less likely and (iii) that it is therefore
essential to suspend the use by the Holders of such Registration  Statement (and
the prospectus  relating  thereto) for purposes of effecting  offers or sales of
Registrable  Securities pursuant thereto,  then the right of the selling Holders
to use the  Registration  Statement  (and the prospectus  relating  thereto) for
purposes of effecting offers or sales of Registrable Securities pursuant thereto
shall be suspended  for a period (the  "Suspension  Period") of not more than 90
days after delivery by the Company of the certificate  referred to above in this
Section 11.  During the  Suspension  Period,  none of the Holders shall offer or
sell any Registrable Securities pursuant to or in reliance upon the Registration
Statement (or the prospectus  relating thereto).  Notwithstanding the foregoing,
the Company  shall not be entitled to Suspension  Periods  totaling more than 90
days in any consecutive twelve-month period during the term of this Agreement.

     12. Miscellaneous.

     (a) This  Agreement  constitutes  and  contains  the entire  agreement  and
understanding  of the parties with respect to the subject matter hereof,  and it
also supersedes any and all prior  negotiations,  correspondence,  agreements or
understandings with respect to the subject matter hereof.

     (b) This  Agreement  may not be  amended,  modified or  terminated,  and no
rights or  provisions  may be waived,  except  with the  written  consent of the
Holders of the  majority  in  interest of the  Registrable  Securities,  and the
Company.

     (c) This  Agreement  shall be governed  by and  construed  and  enforced in
accordance  with the laws of the State of Florida and shall be binding  upon and
inure to the benefit of the parties hereto and their respective heirs,  personal
representatives,  successors or assigns,  provided that the terms and conditions
of Section 13 hereof are satisfied.

     (d) This Agreement will bind and inure to the benefit of the parties hereto
and their  respective  successors  and  permitted  assigns.  Except as otherwise
provided in this  Agreement,  the  provisions of this Agreement that are for the
Holders'  benefit  will inure to the  benefit of all  permitted  transferees  of
Registrable Securities, provided that (i) the Company is given written notice of
the  transfer  stating  the name and  address of the  permitted  transferee  and
identifying  the number of shares and type of  securities  with respect to which
rights under this  Agreement are being  assigned and (ii) the transferee of such
rights  executes and delivers to the Company and  instrument of accession in the
form of Exhibit A hereto.  Nothing in this  Agreement  will confer any rights or
remedies  on any person  other  than the  parties  hereto  and their  respective
successors and permitted assigns.  Notwithstanding anything in this Agreement to
the  contrary,  if at any time any  Holder  shall  cease to own any  Registrable
Securities,  all of such Holder's rights under this Agreement shall  immediately
terminate.

     (e) Any notices, reports or other correspondence  (hereinafter collectively
referred to as  "correspondence")  required or permitted  to be given  hereunder
shall be sent by courier  (overnight  or same day) or telecopy or  delivered  by
hand to the party to whom such  correspondence  is required or  permitted  to be
given  hereunder.  The date of giving any notice shall be the date of its actual
receipt.

All correspondence to the Company shall be addressed as follows:

     Clements Golden Phoenix Enterprises, Inc.
     3135 SW Mapp Road
     P.O. Box 268
     Palm City, FL  34991
     Attention: President
     Telecopier:  (561) 219-3712

     with a copy to:

     Mintmire & Associates
     265 Sunrise Avenue, Suite 204
     Palm Beach, FL 33480
     Attention:   Donald F. Mintmire, Esq.
     Telecopier:  (561) 659-5371



<PAGE>


                                        7

     All  correspondence  to any  Holder,  to its  address as shown on the stock
records of the Company.

     (f) Any entity may change the address to which  correspondence  to it is to
be addressed by notification as provided for herein.

     (g) The  parties  acknowledge  and agree that in the event of any breach of
this  Agreement,  remedies  at law may be  inadequate,  and each of the  parties
hereto shall be entitled to seek specific  performance of the obligations of the
other parties hereto and such appropriate injunctive relief as may be granted by
a court of competent jurisdiction.

     (h) This Agreement may be executed in a number of counterparts, an of which
together shall for all purposes  constitute  one  Agreement,  binding on all the
parties  hereto  notwithstanding  that all such parties have not signed the same
counterpart.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.

                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.



                         By__________________________________
                           Samuel P. Sirkis, President



<PAGE>



                           COUNTERPART SIGNATURE PAGE
                                       TO
                          REGISTRATION RIGHTS AGREEMENT



     INVESTOR:                               ___________________________
                                             Print Name of Investor




                                             ___________________________
                                             Signature


                                        Print Name and Title of  Signatory,
                                        if Investor is not an individual:

                                        _____________________________________





<PAGE>



                                                                       Exhibit A

                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.

                             Instrument of Adherence

     Reference is hereby made to that  certain  Registration  Rights  Agreement,
dated as of  _______________,  2001 among Clements  Golden Phoenix  Enterprises,
Inc.,  a Florida  corporation  (the  "Company"),  the  Initial  Holders  and the
Subsequent   Holders,   as  amended  and  in  effect  from  time  to  time  (the
"Registration   Rights  Agreement").   Capitalized  terms  used  herein  without
definition  shall  have  the  respective   meanings   ascribed  thereto  in  the
Registration Rights Agreement.

     The  undersigned,  in order to become  the owner or holder of  [___________
shares of Series __ Convertible  Preferred  Stock, par value $0.001 per share of
the Company] or [__________  shares of Common Stock],  hereby agrees that,  from
and  after  the  date  hereof,  the  undersigned  has  become  a  party  to  the
Registration  Rights  Agreement in the capacity of a Holder,  and is entitled to
all  of  the  benefits  under,  and  is  subject  to  all  of  the  obligations,
restrictions  and limitations set forth in, the  Registration  Rights  Agreement
that are applicable to Holders.  This  Instrument of Adherence shall take effect
and shall become a part of the Registration  Rights  Agreement  immediately upon
execution.

     Executed  under seal as of the date set forth  below  under the laws of the
State of Florida.



                             Signature:_____________________________
                             Name:
                             Title:


     Accepted:

     CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.


     By:_____________________________

     Name:
     Title:


     Date:_____________________





<PAGE>



                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.

                             SUBSCRIPTION AGREEMENT


                                                       Dated as of June __, 2001

Name of Subscriber:  _____________________________     (the "Subscriber")

Address of Subscriber: _________________________________________________


TO: Clements Golden Phoenix Enterprises, Inc.,
    a Florida corporation (the "Company")
    3135 SW Mapp Road
    P.O. Box 268
    Palm City, FL  34991

     THE UNDERSIGNED SUBSCRIBER HEREBY SUBSCRIBES for the purchase of the number
of Units of the Company's  securities specified above, at the aggregate purchase
price specified  above,  upon the terms,  subject to the conditions and with the
rights and benefits set forth in this Subscription Agreement.

     Units subscribed for:              ___________
     Minimum  subscription:  25,000  Units  (which may be waived in  exceptional
     circumstances at the discretion of the Company)

     Purchase Price per Unit:
                            $1.00 for any subscription for up to 750,000 Units
                            $0.75 for any subscription for 750,000 or more Units

     Aggregate Purchase Price: $__________

     Each "Unit" shall consist of:

     (i) one share of the Company's  Series A Convertible  Preferred  Stock, par
     value $.001 per share (the "Series A Preferred Stock"),  the terms of which
     are set forth in Exhibit A annexed hereto, and

     (ii) a warrant in the form of Exhibit B annexed  hereto (the  "Warrant") to
     purchase one-half of a share of the Company's Common Stock, par value $.001
     per share (the "Common Stock") at an exercise price of $1.25 per share.

The Subscriber understands that this Subscription may be accepted or rejected in
whole or in part for any reason whatsoever by the Company.  This Subscription is
not  subject to the  Company's  receipt of total  subscriptions  for any minimum
number of Units.

THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (the  "Securities  Act"), OR ANY APPLICABLE STATE SECURITIES
LAWS, NOR HAVE THESE  SECURITIES  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE  COMMISSION OR ANY STATE SECURITIES  COMMISSION OR THEIR REGULATORY
AGENCY.

Purchase  of the Units is  suitable  only for  persons  (i) who are  "accredited
investors", as that term is defined in Regulation D promulgated under Securities
Act,  (ii)  who are  capable  of  evaluating  the  merits  and  risks  of  their
prospective  investment in the Company,  either based upon their prior  business
and investment


<PAGE>


                                       -2-

experience  or together  with a qualified  purchaser  representative  (attorney,
accountant or other skilled financial advisor), and (iii) who can afford to bear
the economic  risk of such an investment  for an  indefinite  period and have no
need for liquidity in such an investment.

     A. Payment.  In connection with this Subscription  Agreement and subject to
acceptance by the Company,  the  Subscriber  hereby  delivers to the Company the
Subscriber's  payment in the amount of the aggregate  purchase  price  specified
above  (either  (I) by check  drawn  to the  order of  Clements  Golden  Phoenix
Enterprises,  Inc.; or (II) by wire transfer to the following account:  SunTrust
Bank,  South  Florida,  ABA  #067006076,  for credit to Clements  Golden Phoenix
Enterprises,  Inc., Account  #0128320012742  (Bank contact person: Karen Vaughn,
561-223-6007)).  If this  Subscription  is rejected by the Company,  the payment
tendered by the Subscriber  herewith shall be returned in full without interest;
and the Subscriber shall have no further  obligation under or in respect of this
Subscription.

     B. Publicly Available Information.  The Common Stock is currently quoted on
the OTC Bulletin Board(R)quotation service ("OTCBB") under the symbol "CGPE.OB".

     The  Company is subject to the  reporting  requirements  of the  Securities
Exchange Act of 1934,  as amended (the "1934 Act"),  and files annual  quarterly
and current reports,  proxy statements and other information with the Securities
and Exchange Commission (the "SEC"). You may read and copy these reports,  proxy
statements and other information at the SEC's public reference facilities at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549; Seven World Trade Center,
13th Floor,  New York, New York 10048;  and Northwest  Atrium  Center,  500 West
Madison Street,  Suite 1400, Chicago,  Illinois 60661. You can request copies of
these  documents  by writing to the SEC and paying a fee for the  copying  cost.
Please call the SEC at  1-800-SEC-0330  for more information about the operation
of the public reference  facilities.  The SEC also maintains a site on the world
wide web at  http://www.sec.gov  that  contains  reports  and other  information
regarding  registrants that file electronically with the SEC, and certain of the
Company's filings are available at the Web site.

     We call your attention to the following publicly available reports filed by
the Company  under the 1934 Act:  (i) the  Company's  Quarterly  Reports on Form
10-QSB for the quarters ended June 31, 2000, September 30, 2000 and December 31,
2000;  and (ii) the  Company's  Annual Report on Form 10-KSB for the fiscal year
ended March 31, 2000 containing audited financial statements for the fiscal year
ended March 31, 2000.

     C.  Representations  and  Warranties  of the  Company.  The Company  hereby
warrants and represents to and agrees with the Subscriber as follows:

     1. The Company is duly incorporated,  validly existing and in good standing
under the laws of the State of Florida and has the requisite power and authority
to own,  lease and operate its  properties  and to carry on its  business as now
being conducted and as proposed to be conducted.

     2. The Company has the requisite power under its Articles of  Incorporation
and By-Laws, each as amended to date, and under governing law, and has taken all
appropriate  corporate action, to accept this Subscription and to issue and sell
the shares of Series A Preferred  Stock  ("Series A Shares")  and the  Warrants,
which  compose  the Units  subscribed  for  herein,  and to issue  shares of the
Company's Common Stock ("Common  Shares") upon conversion of the Series A Shares
and  exercise  of the  Warrant  in  accordance  with the  respective  provisions
thereof.

     3. There is no action, suit, claim, litigation, proceeding,  investigation,
arbitration or governmental  inquiry,  at law or in equity,  or before or by any
federal, state, municipal or other governmental department,  commission,  board,
bureau,  agency or instrumentality  pending against the Company or affecting any
of its properties or assets,  or, to the best knowledge of the Company,  against
any


<PAGE>


                                       -3-

officer,  employee,  or  consultant  of the Company  relating  to the  Company's
business,  nor has the Company received any notice  threatening  commencement of
any such action, suit, claim, litigation, proceeding, investigation, arbitration
or governmental  inquiry.  In April 2001, as a result of  disagreements  between
Henry T. Clements,  a founder,  former CEO and current  Director of the Company,
and other senior  management and Directors,  Mr.  Clements was terminated as the
Company's CEO. It was publicly reported that Mr. Clements and at least one other
shareholder   requested  the  Securities  and  Exchange  Commission  ("SEC")  to
investigate alleged irregularities. To date, the Company has received no inquiry
from the SEC nor any notice of legal action in this connection.

     4. The Company has complied with all, and is not in violation of or default
(with  due  notice  or  lapse  of  time  or  both)  with  respect  to any  laws,
governmental rules,  governmental  regulations,  governmental orders, judgments,
decrees, writs, injunction and awards of any arbitration,  court or governmental
authority  applicable  to the  Company  and its  business.  The  Company has all
necessary permits,  licenses and other governmental  authorizations  required to
conduct its business as presently conducted.

     5. As of the date hereof, the Company has a total authorized capitalization
consisting of (a) 50,000,000  shares of Common Stock, of which 7,214,241  shares
are  issued  and  outstanding,  158,704  additional  shares  are  issuable  upon
conversion of outstanding convertible notes and an additional 256,250 additional
shares are issuable upon exercise of  outstanding  warrants,  and (b) 10,000,000
shares of preferred  stock, of which  5,500,000  shares have been designated the
Series A  Convertible  Preferred  Stock,  of which no  shares  were  issued  and
outstanding  prior to the offering of up to 5,500,000 Units (the  "Offering") in
which this Subscription participates.

     6. The Company  shall keep the  Offering  open until the sooner to occur of
the issuance  and sale of 5,500,000  Units or August 15, 2001 (which date may be
extended  for up to 30 days at the  Company's  discretion);  provided  that  the
acceptance  by the  Company  of any  subscription  shall not be  subject  to the
Company's having received total  subscriptions  for any minimum number of Units,
and  Company  may  accept any one or more  subscriptions  and issue and sell the
Units in more than one closing prior to the termination of the Offering.

     7. Upon the acceptance by the Company of this Subscription and the issuance
and sale of the Units subscribed for hereunder, against payment of the aggregate
purchase  price tendered  herewith,  sufficient  shares of the Company's  Common
Stock  shall  be  reserved  for  issuance  in  accordance  with  the  conversion
provisions  of the Series A Preferred  Stock and the exercise  provisions of the
Warrant;  and such conversion and warrant  shares,  when so issued in accordance
with the provisions of the Series A Preferred  Stock and Warrant,  respectively,
shall be fully paid and nonassessable shares of the Company's Common Stock.

     D. Representations and Warranties of the Subscriber.  The Subscriber hereby
warrants and represents to and agrees with the Company as follows:

     1. The Units being  subscribed for by the Subscriber  will be purchased for
the account of the Subscriber  for  investment  only and not with a view to, nor
with any intention of, a distribution or resale thereof, in whole or in part, or
the grant of any participation therein. The Subscriber acknowledges that neither
the Units, nor the Series A Preferred  Stock,  nor the Warrants,  nor any Common
Shares issuable upon conversion or exercise  thereof have been registered  under
the Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations   thereunder,   or  the  securities  laws  of  any  state  or  other
jurisdiction,  and  cannot  be  disposed  of  unless  any  such  securities  are
subsequently  registered  under the Securities  Act and any  applicable  laws of
states  or  other  jurisdictions  or an  exemption  from  such  registration  is
available.


<PAGE>


                                       -4-


     2. The  Subscriber  acknowledges  that he, she or it has received  from the
Company a Business Summary and pro forma financial statements,  has investigated
and is familiar  with the  Company  and its  business,  has  carefully  read and
understands the provisions of this  Subscription  Agreement,  has been furnished
such  additional  information  regarding  the Company and the  investment in the
Units,  and has had the opportunity to ask such questions of the Company and has
received from the Company such  information as the Subscriber needs for purposes
of the investment hereunder.  The Subscriber acknowledges that no representation
has been made by the Company or  otherwise  by or on behalf of the Company as to
any current  value of the assets  held by the  Company or as to any  prospective
return on investment in the Units. The Subscriber further  acknowledges that the
investment  in the Units  involves a high degree of risk and that  he/she/it has
reviewed and understands the Risk Factors described in Exhibit C annexed hereto.

     3. The Subscriber hereby further represents and warrants that:

    (Please strike out all statements in this paragraph 3 which are not true)

     The Subscriber is an "accredited investor" (as such term is defined in Rule
501(a) of Regulation D promulgated  by the  Securities  and Exchange  Commission
under the Securities Act), for at least one of the following reasons:

          (i) the  Subscriber's  net worth  (together  with the net worth of the
     Subscriber's spouse) exceeds $1,000,000;

          (ii) the Subscriber's individual income in each of the two immediately
     previous  years has been more than  $200,000 and current  year's  income is
     reasonably  expected to be more than $200,000,  or the  Subscriber's  joint
     income with his or her spouse in each of the two immediately previous years
     has been more than  $300,000 and current  year's joint income is reasonably
     expected to be more than $300,000; or

          (iii) the  Subscriber,  if other  than an  individual,  either (A) has
     total assets in excess of  $5,000,000  and has not been  organized  for the
     purposes  of  acquiring  the  investment  in the  Units,  or (B)  has  only
     accredited investors as its beneficial equity owners.

     The  Subscriber  has (or,  if other than an  individual,  is  directed by a
person who has) such knowledge and experience in financial and business  matters
that he, she or it is capable of  evaluating  the risks of an  investment in the
Units.  The  Subscriber  has adequate  means of providing for current  financial
needs and  contingencies,  has no need for  liquidity in the  investment  in the
Units,  and is able to bear the substantial  economic risks of the investment in
the Units for an indefinite period.

     4.  This  Subscription  Agreement  and any  other  documents  executed  and
delivered by the  Subscriber in connection  herewith have been duly executed and
delivered by the Subscriber, and are the legal, valid and binding obligations of
the Subscriber enforceable in accordance with their respective terms.

     E. Registration  Rights. The Company agrees, by accepting this Subscription
Agreement, that no later than December 15, 2001, the Company shall file with the
Securities and Exchange Commission a Registration  Statement,  which may include
other  selling  stockholders,  providing  for the  resale of the  Common  Shares
issuable upon conversion of the Series A Shares and exercise of the Warrant. The
Company will use its best efforts to cause the Registration  Statement to become
effective  no later than January 31, 2002 and shall be obligated to maintain the
Registration  Statement's  effectiveness  for 120 days from the date it is first
pronounced effective.  To the extent that any of the Common Shares issuable upon
conversion  of the  Series A Shares and  exercise  of the  Warrant  are not sold
pursuant to the Registration


<PAGE>


                                       -5-

Statement during such registration  period, the holder of such shares shall have
a  right  to  have  the  remaining  Common  Shares  registered  pursuant  to the
Securities  Act on a  "piggyback"  basis in  connection  with  any  registration
statement  filed  by the  Company  under  the  Securities  Act  (other  than  in
connection with a registration of employee stock options or exchange  securities
issued in an acquisition or merger, or other registrations in which secondary or
resale shares cannot properly be included)  subject to the terms and limitations
set forth in the  Registration  Rights  Agreement  annexed to this  Subscription
Agreement as Exhibit D.

     F.  Effectiveness of  Subscription.  This  Subscription  Agreement shall be
binding upon the Subscriber  and  his/her/its  successors and permitted  assigns
and,  when  accepted,  shall be binding upon the  successors  and assigns of the
Company. All the agreements,  representations,  warranties and covenants made by
the Subscriber and by the Company in this  Subscription  Agreement shall survive
the execution and delivery hereof.  The Subscriber shall immediately  notify the
Company upon  discovering  that any of the  representations  or warranties  made
herein  was false when made or has,  as a result of  changes  in  circumstances,
become false.  Every provision of this Subscription  Agreement is intended to be
severable,  and if any term or provision hereof is held to be illegal or invalid
for any reason  whatsoever,  such illegality or invalidity  shall not affect the
validity of the remainder  hereof.  The respective  agreements of the Subscriber
and the Company set forth  herein shall become  effective  and binding,  without
right of revocation, upon the Company's acceptance of this Subscription.

     G. Miscellaneous.

     1.  Unless  otherwise  indicated,  the  address  on the front  page of this
document  is  the  legal   residence  of  the  Subscriber  and  all  offers  and
communications  in  connection  with the  offering of the Units  subscribed  for
herein have been conducted at such address.

     2. Any notice, demand, request or other communication which may be required
or  contemplated  herein  shall be  sufficiently  given if (i)  given  either by
facsimile  transmission  or telex,  by  reputable  overnight  delivery  service,
delivery  charges prepaid,  or by registered or certified mail,  postage prepaid
and return receipt  requested,  to the address indicated herein or to such other
address as any party hereto may specify as provided  herein,  or (ii)  delivered
personally at such address.

     3.  This  Subscription  Agreement  and  all  legal  relations,   claims  or
obligations  arising out of this transaction  shall be governed by and construed
in accordance with the internal substantive laws of the State of Florida.

     IN  WITNESS  WHEREOF,   the  undersigned  has  executed  this  Subscription
Agreement as of the date first set forth above.



<PAGE>


                                       -6-

                         SIGNATURE PAGE FOR INDIVIDUALS

     If the  interest  in  the  Company  is to be  owned  by  joint  tenants  or
tenants-in-common,  all tenants must sign. If the  securities are to be owned as
community  property,  one signature is required if the securities are to be held
in one name (i.e.,  by managing  spouse) and two  signatures are required if the
interest is to be held in both names.

nvestor #1                               Investor #2

------------------------------           -------------------------------
Signature                                Signature

------------------------------           -------------------------------
Social Security Number                   Social Security Number

------------------------------           -------------------------------
Print Name                               Print name

Residence Address:                       Residence Address:

------------------------------           -------------------------------
------------------------------           -------------------------------

Executed at:                             Executed at:
------------------------------           -------------------------------
City                                     City
------------------------------           -------------------------------
State                                    State

his __ day of __________, 2001.          this __ day of __________, 2001.

                                 Mailing Address
                     (if different from residence address):

                         -------------------------------
                         -------------------------------



     ACCEPTED:

     CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.


     By:__________________________
     Samuel P. Sirkis, President



<PAGE>


                                       -7-


                     SIGNATURE PAGE FOR CORPORATE INVESTORS

Note:  The  officer  authorized  to bind the  corporation  must sign and include
copies  of  the  corporation's   articles  or  certificate  of  organization  or
incorporation and bylaws (and any amendments) and corporate resolutions or other
documents  authorizing the officer to sign on behalf of the  corporation,  which
copies  must be  certified  by the  corporate  secretary  or  clerk  as true and
correct.


__________________________________________________
     Name of corporation (please print or type)

By________________________________________________
     (Signature of authorized agent)

Title:____________________________________________

___________________________________________
     Taxpayer Identification No.:

Address of Principal
Corporate Office:                      ____________________________________

                                       ____________________________________

                                       ____________________________________

                                       ____________________________________

Mailing Address                        ____________________________________

(if different):                        ____________________________________

                                       ____________________________________

                                       ____________________________________

                                      Attention: __________________________

Executed at _______________________, __________________.
                  City                      State

     this _______ day of ___________, 2001.



     ACCEPTED:

     CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.


     By:____________________________
         Samuel P. Sirkis, President



<PAGE>


                                       -8-

                    SIGNATURE PAGE FOR PARTNERSHIP INVESTORS

Note: The partner(s)  authorized to bind the partnership must sign and include a
copy of the  partnership  agreement,  including  any  amendments.  The agreement
should include the date of formation of the partnership, a list of all partners,
the appropriate  language  authorizing  this type of investment and the power of
the general partner(s) to invest.


__________________________________________________
  Name of Partnership (please print or type)

By________________________________________________
     (Signature of authorized agent)

Title:____________________________________________

___________________________________________
     Taxpayer Identification No.:

Principal
Business Office Address:               ____________________________________

                                       ____________________________________

                                       ____________________________________

                                       ____________________________________

Mailing Address                        ____________________________________

(if different):                        ____________________________________

                                       ____________________________________

                                       ____________________________________

                                      Attention: __________________________

Executed at _______________________, __________________.
                  City                      State

     this _______ day of ___________, 2001.



     ACCEPTED:

     CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.


     By:____________________________
         Samuel P. Sirkis, President




<PAGE>


                                       -9-

           SIGNATURE PAGE FOR TRUSTS, EMPLOYEE BENEFIT PLANS AND IRAS

Note:  Trustees  (including  Trustees of a Qualified  Employee  Benefit Plan) or
Custodian of an Individual  Retirement Account empowered to bind the Trust, Plan
or IRA,  must sign and must  provide  evidence of  identity  of all  Trustees or
Custodians  and a copy of the  trust  agreement  or  will,  plan or IRA (and any
amendments)  which  authorizes the trustee or custodian to sign on behalf of the
trust, plan or IRA and authorizes  investments by the trustee or custodian.  The
Company may request the Trustee to complete a special questionnaire.



___________________________________________________
     Name of Trust (please print or type)

___________________________________________________
     Name of Trustee (please print or type)

___________________________________________________
     Date Trust was formed

By: _________________________________________________
         Trustee's Signature


Taxpayer Identification No.: ___________________________

     Trustee's Address:                ____________________________________

                                       ____________________________________

                                       ____________________________________

                                       ____________________________________

Mailing Address                        ____________________________________

(if different):                        ____________________________________

                                       ____________________________________

                                       ____________________________________

                                      Attention: __________________________

Executed at ____________________, _________________
                City                     State

this _______ day of ___________, 2001.

For Qualified Plans: The signature of the Trustee is required.  The full name of
the Plan and the Trustee's name must be included.

For IRAs: The signature of the Custodian is required.  The full name of the IRA,
including the Custodian's name and the beneficiary's name, must be included.


     ACCEPTED:

     CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.

     By:______________________________
         Samuel P. Sirkis, President



<PAGE>


                                      -10-

                           COUNTERPART SIGNATURE PAGE
                                       TO
                          REGISTRATION RIGHTS AGREEMENT



INVESTOR:                                   ___________________________________
                                                     Print Name of Investor


                                            ____________________________________
                                                       Signature

                                            Print Name and Title of Signatory,
                                             if Investor is not an individual:

                                            ____________________________________