EXHIBIT 10.10

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is made and entered
into as of February 1, 2001, by and between Clements Golden Phoenix Enterprises,
Inc., a Florida corporation (the "Company"), and Capital Consultants,  Inc. (the
"Purchaser").

                             Preliminary Statements

         In connection with the consummation of the transactions contemplated by
that certain Common Stock Purchase Agreement (the "Purchase  Agreement") of even
date  herewith by and between  the  Company and the  Purchaser,  the Company has
agreed,  upon the  terms and  subject  to the  conditions  of the  Common  Stock
Purchase  Agreement,  to issue and sell to the  Purchaser  200,000  shares ( the
"Shares") of the Company's Common Stock (the "Common Stock").

         The Shares are collectively referred to as the "Securities."

         To induce the Purchaser to execute and deliver the Purchase  Agreement,
the Company has agreed,  pursuant to the terms and conditions of this Agreement,
to provide certain registration rights with respect to the Common Shares.

                                    Agreement

         In consideration of the foregoing,  the mutual covenants and conditions
set forth in this Agreement and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to become legally bound, hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         As used in this Agreement, the following terms shall have the following
respective meanings:

         "Agreement"  shall mean this Registration  Rights  Agreement,  made and
entered  into as of  February  1,  2001,  by and  between  the  Company  and the
Purchaser.

         "Commission"  shall mean the Securities and Exchange  Commission or any
other federal agency at the time administering the Securities Act.

         "Shares"  shall  have  the  meaning   ascribed  to  such  term  in  the
Preliminary Statements to this Agreement.

         "Purchase  Agreement"  shall have the meaning  ascribed to such term in
the Preliminary Statements to this Agreement.

         "Company"  shall  mean  Clements  Golden  Phoenix  Enterprises, Inc., a
Florida corporation,  of which Clements Citrus Sales of Florida, Inc., a Florida
corporation is a wholly owned subsidiary.


<PAGE>



         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended, or any successor federal statute,  and the rules and regulations of the
Commission thereunder, all as in effect from time to time.

         "Holder" or "Holders" shall mean (a) the Purchaser,  to the extent that
the  Purchaser  holds  Registrable  Securities,   and  (b)  any  Person  holding
Registrable Securities as a transferee of the Purchaser (directly or indirectly,
including subsequent transfers).

         "Person" shall mean any  individual,  corporation,  partnership,  joint
venture,  association,  joint- stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.

         "Purchase  Agreement"  shall mean,  that certain  Common Stock Purchase
Agreement,  dated as of  February  1, 2001,  by and  between the Company and the
Purchaser.

        "Purchaser" shall mean Capital Consultants, Inc., a Kentucky corporation

         The terms "register,"  "registered" and "registration" shall refer to a
registration  effected by preparing and filing with the  Commission  one or more
registration  statements covering Registrable  Securities in compliance with the
Securities Act that is declared or ordered effective by the Commission.

         "Registrable  Securities"  shall mean the Common Shares,  the Converted
Common Shares and any shares of capital stock issued or issuable with respect to
the Securities as a result of any stock split, stock dividend, recapitalization,
exchange or similar event;  provided,  however, that such securities shall cease
to be Registrable  Securities when (a) a registration  statement with respect to
such securities shall have been declared  effective under the Securities Act and
such  securities  shall  have been  disposed  of  pursuant  to the  registration
statement,  (b) such  securities are  distributed to the public pursuant to Rule
144(k) (or any successor provisions) promulgated under the Securities Act or (c)
such securities shall have ceased to be outstanding.

         "Registration  Expenses"  shall mean all expenses  incurred in order to
comply with Article II hereof, including,  without limitation,  all registration
and filing fees,  printing  expenses,  fees and disbursements of counsel for the
Company,  reasonable fees and  disbursements of one (1) counsel for the Holders,
blue sky fees and expenses, and the expense of any special audits incident to or
required by any such  registration,  but excluding the  compensation  of regular
employees  of the Company  (which shall be paid in any event by the Company) and
excluding Selling Expenses.

         "Restricted  Securities"  shall mean  Registrable  Securities  that are
"restricted securities" as defined in Rule 144 under the Securities Act.

         "Securities"  shall  have  the  meaning  ascribed  to such  term in the
Preliminary Statements to this Agreement.


<PAGE>



         "Securities Act" shall mean the Securities Act of 1933, as amended,  or
any successor  federal statute,  and the rules and regulations of the Commission
thereunder, all as in effect from time to time.

         "Selling  Expenses" shall mean all  underwriting  discounts and selling
commissions  incurred in connection  with the sale of  securities  pursuant to a
registration effected hereunder.

         Capitalized  terms used in this  Agreement  and not  otherwise  defined
herein shall have the respective meanings ascribed to such terms in the Purchase
Agreements.

                                   ARTICLE II
                               REGISTRATION RIGHTS

         Section 2.1 Registration Under the Securities Act of 1933, as amended.

         The Shares  have not been  registered  under the Act.  Unless and until
registered under the Act, all certificates  evidencing the shares shall bear the
following legend:

         These  securities have not been registered  under the Securities Act of
         1933,  as amended  (the "Act") or  applicable  state law and may not be
         sold,  transferred or otherwise disposed of unless registered under the
         Act and any  applicable  state act or unless the  Company is  satisfied
         that these securities may be transferred without registration under the
         Act.

         The  Shares  shall  be Rule  144  restricted  shares  (the  "Restricted
Securities").  After  issuance  of the  Shares,  Company  agrees to use its best
efforts to assist  Purchaser in registering  the Shares under the Act subject to
the rules,  regulations,  and other  provisions  of said Act and  subject to the
terms and conditions contained herein.

                  Piggyback Registration.

                           (a)   At any time that the Company proposes to file a
Company  registration  statement  on Form S-1 under the Act (the  "Registrations
Statement"),  the  Company  shall  cause  to be  included  in such  registration
statement  any  securities  issued or subject to issuance  in this  transaction;
provided,  however,  that if, at any time  after  giving  written  notice of its
intention  to register any  securities  and prior to the  effective  date of the
Company Registration  Statement filed in connection with such registration,  the
Company shall determine for any reason not to register or to delay  registration
of Purchaser's  Restricted  Securities,  the Company may, at its election,  give
written notice of such determination to holder and, thereupon:

                                    (i) in  the  ease  of a determination not to
register, shall be relieved of its obligation to register Purchaser's Restricted
Securities in connection with such  registration (but not from its obligation to
pay the registration expenses in connection therewith), and

                                    (ii) in  the case of a delay in registering,
shall be permitted to delay registering  Purchaser's  Restricted  Securities for
the same period as the delay in registering such other


<PAGE>



securities.

                           (b)    The Company's obligation to include Restricted
Securities  in a  Company's  Registration  Statement  shall  be  subject  to the
following limitations:

                                    (i)  The  Company  may  elect,  at  its sole
option  and for any  reason,  not to  register  Purchaser's  Restricted  Shares,
provided however, that this right is limited to one (1) time and relative to one
(1) particular Company Registration Statement.

                                    (ii)  The  Company shall not be obligated to
include any Restricted Securities in a registration statement filed on any other
form than Form S-1.

                                    (iii) If  a  Company  Registration Statement
involves an  underwritten  offering  and the  managing  underwriter  advises the
Company in writing that in its opinion, the number of securities requested to be
included in such Company Registration  Statement exceeds the number which can be
sold in such offering  without  adversely  affecting  the offering,  the Company
shall  include  in  such  Company  Registration  Statement  the  number  of such
securities  which the Company is so advised can be sold in such offering without
adversely affecting the offering, determined as follows:

                                           (A)  first,  the  securities proposed
by the Company to be sold for it own account, and

                                           (B) second, any Restricted Securities
requested to be included in such  registration  and any other  securities of the
Company  in  accordance  with the  priorities,  if and then  existing  among the
holders of such  securities pro rata among the holders  thereof  requesting such
registration on the basis of the number of shares of such  securities  requested
to be included by such holders.

                                    (iv)  The  Company shall not be obligated to
include  Restricted  Securities  in  more  than  one  (1)  Company  Registration
Statement.

                           (c)   To the extent Purchaser's Restricted Securities
are intended to be included in a Company Registration  Statement,  Purchaser may
include any of its Restricted Securities in such Company Registration  Statement
pursuant  to this  Agreement  only if  Purchaser  furnishes  to the  Company  in
writing,  within  ten (10)  business  days after  receipt  of a written  request
therefore,  such  information  specified in Item 507 of Regulation S-K under the
Act or such other  information as the Company may reasonably  request for use in
connection with the Company Registration  Statement or Prospectus or preliminary
Prospectus included therein and in any application to the NASD.  Purchaser as to
which the Company  Registration  Statement is being  effected  agrees to furnish
promptly to the Company all  information  required to be  disclosed  in order to
make all  information  previously  furnished  to the  Company by  Purchaser  not
materially misleading.

                  Section 2.2  Expenses  of  Registration.    All   Registration
Expenses  incurred  in  connection  with  any  registration,   qualification  or
compliance pursuant to Section 2.1 shall be borne


<PAGE>



by the Company;  and all Selling Expenses in connection with such  registration,
qualification  or compliance  shall be borne by the holders of the securities so
registered pro rata on the basis of the number of shares so registered.

                  Section  2.3  Registration  Procedures.  In the  case  of each
registration,  qualification  or compliance  effected by the Company pursuant to
this Article II, the Company will keep each Holder  advised in writing as to the
initiation of each  registration,  qualification  and  compliance  and as to the
completion thereof. At its expense, the Company will:

                           (a)      prepare  and  file  with the Commission such
amendments  and  supplements to such  registration  statement and the prospectus
used in  connection  with such  registration  statement  as may be  necessary to
comply with the  provisions  of the Act with respect to the  disposition  of all
securities covered by such registration statement;

                           (b)     furnish to the Holders such numbers of copies
of a prospectus,  including a  preliminary  prospectus,  in conformity  with the
requirement  of the  Securities  Act,  and  such  other  documents  as they  may
reasonably  request  (including a conformed copy of the  registration  statement
filed with the Commission and any  amendments  thereto and an original  executed
underwriting  agreement  entered into in connection with such  registration)  in
order to facilitate the disposition of Registrable Securities owned by them;

                           (c)    use reasonable efforts to register and qualify
the  securities  covered  by  such  registration   statement  under  such  other
securities  or blue  sky  laws of one (1)  jurisdiction  (in  addition  to those
jurisdictions  in which the Company  has  otherwise  agreed to so  register  and
qualify  such  securities)  as shall be  reasonably  requested  by the  Holders,
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;

                           (d)  in the event of any underwritten public offering
enter into and perform its obligations under an underwriting  agreement with the
managing  underwriter(s)  of such offering;  each holder  participating  in such
underwriting  shall also  enter  into and  perform  its  obligations  under such
underwriting agreement;

                           (e)      notify each holder of Registrable Securities
covered by such registration  statement,  at any time when a prospectus relating
thereto is required to be delivered  under the Securities  Act, of the happening
of any event as a result of which the prospectus  included in such  registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the  statements  therein not  misleading in the light of the  circumstances
then existing; and

                           (f)  furnish, at the request of any holder requesting
registration of Registrable  Securities pursuant to this Article II, on the date
that such  Registrable  Securities are delivered to the underwriters for sale in
connection with registration pursuant to this Article II, if such securities are
being sold through underwriters,  or on the date that the registration statement
with respect to such securities  becomes  effective,  if such securities are not
being sold through


<PAGE>



underwriters,  (i) a copy  of any  opinion,  dated  such  date,  of the  counsel
representing the Company for the purposes of such registration, addressed to the
underwriters  of the  Company,  and (ii) a copy of any letter,  dated such date,
from the independent  accountants of the Company,  addressed to the underwriters
of the Company.

    Each Holder of Registrable Securities agrees that upon receipt of any notice
from the Company of the  happening of any event of the kind  described in clause
(f) of this Section 2.3, such Holder will forthwith  discontinue  disposition of
Registrable  Securities  pursuant to the  registration  statement  covering such
Registrable   Securities  until  such  Holder's  receipt  of  the  copies  of  a
supplemented  or amended  prospectus  and, if so directed by the  Company,  such
Holder will deliver to the Company (at the Company's expense), all copies, other
than permanent file copies then in such Holder's  possession,  of the prospectus
covering such Registrable  Securities that was in effect prior to such amendment
or supplement.  In the event the Company shall give any such notice,  the period
set forth in clause (a) of this  Section  2.3 shall be extended by the number of
days during the period from and  including the date of the giving of such notice
pursuant to clause (e) of this Section 2.3 to and  including  the date when each
seller of Registrable  Securities  covered by such registration  statement shall
have received the copies of a supplemented or amended prospectus.

     Section 2.4 Indemnification.

                           (a)      The Company will indemnify each Holder, each
Holder's  officers,  directors and partners,  and each Person  controlling  such
Holder  (collectively,  "Holder's Parties"),  participating in any registration,
qualification,  or compliance  effected pursuant to this Article II with respect
to Registrable Securities held by such Holder and each underwriter,  if any, and
each Person who controls any underwriter,  against all claims,  losses,  damages
and liabilities (or actions in respect thereof),  including any of the foregoing
incurred in settlement of any litigation, commenced or threatened, to which they
may become subject under the  Securities  Act, the Exchange Act or other federal
or state law,  arising out of or based on (i) any untrue  statement  (or alleged
untrue  statement)  of a material  fact  contained in any  prospectus,  offering
circular  or  other  similar  document   (including  any  related   registration
statement,  notification  or  the  like)  incident  to  any  such  registration,
qualification or compliance,  or based on any omission (or alleged  omission) to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not misleading,  or (ii) any violation by the Company of
any federal, state or common law rule or regulation applicable to the Company in
connection with any such  registration,  qualification  or compliance,  and will
reimburse each such Holder's Parties each such underwriter,  and each Person who
controls any such underwriter,  for any legal and any other expenses  reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage, liability or action, as incurred,  provided that the Company will not be
liable  in any  such  case to the  extent  that any such  claim,  loss,  damage,
liability  or  expense  arises  out of or is based on any  untrue  statement  or
omission,  made  in  reliance  on and in  conformity  with  written  information
furnished  to the  Company by such  Holder's  Parties or  underwriter  or Person
controlling such underwriter specifically for use in the preparation thereof.

                           (b)  Each Holder will, if Registrable Securities held
by such Holder are  included in the  securities  as to which such  registration,
qualification  or  compliance  is being  effected,  severally  and not  jointly,
indemnify the Company, each of its directors and officers, each


<PAGE>



underwriter,  if any, of the Company  securities  covered by such a registration
statement,  and each Person who controls the Company or such underwriter  within
the meaning of the  Securities  Act,  against all  claims,  losses,  damages and
liabilities (or actions in respect  thereof)  arising out of or based on (i) any
untrue  statement (or alleged untrue  statement) of a material fact contained in
any such registration statement,  prospectus, offering circular or other similar
document, or any 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 the Company, such directors,  officers,  Persons,
underwriters or control  Persons for any legal or any other expenses  reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage,  liability or action, as incurred,  in each case to the extent, but only
to the extent,  that such untrue  statement  (or alleged  untrue  statement)  or
omission  (or  alleged  omission)  is  made  in  such  registration   statement,
prospectus,  offering  circular  or  other  document  in  reliance  upon  and in
conformity with the written information  furnished to the Company by such Holder
specifically  for use in the preparation  thereof,  or (ii) any violation by any
such Holder of any federal, state or common law rule or regulation applicable to
such Holder in connection  with the  distribution  of  securities  pursuant to a
registration  statement,  and will  reimburse the Company,  such  Holders,  such
directors,  officers, Persons, underwriters or control Persons for any legal any
other expenses reasonably incurred in connection with investigating or defending
any such claim,  loss,  damage,  liability,  or action,  as incurred;  provided,
however,  that the obligations of each such Holder hereunder shall be limited to
an  amount  equal to the  aggregate  proceeds  received  by such  Holder in such
offering.

                           (c) Each party entitled to indemnification under this
Section 2.4 (the "Indemnified Party") shall give notice to the party required to
provide   indemnification   (the  "Indemnifying   Party")  promptly  after  such
Indemnified Party has received written notice of any claim as to which indemnity
may be sought,  and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom,  provided that counsel for
the  Indemnifying  Party,  who  shall  conduct  the  defense  of such  claim  or
litigation, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld). The Indemnified Party may participate in such defense
at such party's expense;  provided,  however,  that the Indemnifying Party shall
bear the expense of such  defense of one counsel  representing  the  Indemnified
Party  if   representation  of  both  parties  by  the  same  counsel  would  be
inappropriate due to actual or potential  conflicts of interest.  The failure of
any  Indemnified  Party to give notice as provided  herein shall not relieve the
Indemnifying  Party of its  obligations  under this Section  2.4,  except to the
extent such failure to give notice shall materially and adversely  prejudice the
Indemnifying  Party in the defense of any such claim or any such litigation.  No
Indemnifying  Party,  in the  defense  of any such claim or  litigation,  shall,
except  with the  consent  of each  Indemnified  Party,  consent to entry of any
judgment or enter into any settlement that does not include as an  unconditional
term thereof the giving by the claimant or plaintiff to such  Indemnified  Party
of a release from all liability in respect to such claim or litigation.

                           (d)(i)    If the indemnification provided for in this
Section 2.4 is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability,  claim, damage or expense
referred to herein,  then the  Indemnifying  Party hereunder shall contribute to
the amount paid or payable by such  Indemnified  Party as a result of such loss,
liability,  claim,  damage or expense,  in such  proportion as is appropriate to
reflect the relative fault


<PAGE>



of the Indemnifying Party on the one hand and the Indemnified Party on the other
hand in connection with the statements or omissions which resulted in such loss,
liability,  claim,  damage or  expense as well as any other  relevant  equitable
considerations.  The  relative  fault  of  the  Indemnifying  Party  and  of the
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
Indemnifying Party or by the Indemnified Party and the parties' relevant intent,
knowledge,  access to information and  opportunities  to correct or prevent such
statement or omission.

                           (ii)  The parties agree that it would not be just and
equitable if  contribution  pursuant to this Section 2.4 were  determined by pro
rata  allocation or by any other method of allocation that does not take account
of the equitable considerations referred to above. The amount paid or payable by
an Indemnified Party as a result of the claims,  losses, damages and liabilities
referred  to above shall be deemed to include,  subject to the  limitations  set
forth above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any such action or claim.

                           (iii) No Holder that is a seller of Registrable Stock
covered by such registration  statement or Person  controlling such seller other
than the Company shall be obligated to make  contribution  hereunder that in the
aggregate  exceeds the total public offering price of the Registrable Stock sold
by such Holder,  less the  aggregate  amount of any damages that such Holder and
its  controlling  Persons have  otherwise  been required to pay pursuant to this
Section  2.4.  The  obligations  of such  Holders to  contribute  are several in
proportion  to their  respective  ownership  of the  securities  covered by such
registration statement and not joint.

                           (iv)   The indemnity and contribution provided herein
shall be in addition to, and not in lieu of, any other  liability that one party
may have to another.

                          Section 2.5    Information by Holder.   Each Holder of
Registrable Securities included in any registration shall furnish to the Company
such  information  regarding such Holder and the  distribution  proposed by such
Holder as the  Company  may  request  in  writing  and as shall be  required  in
connection with any  registration,  qualification  or compliance  referred to in
this Article II.

                          Section 2.6  Rule 144 Reporting. With a view to making
available the benefits of certain rules and  regulations of the Commission  that
may at any time  permit  the sale of the  Restricted  Securities  to the  public
without registration, the Company agrees to:

                           (a)  use  its  best efforts to facilitate the sale of
the  Restricted   Securities  to  the  public  without  registration  under  the
Securities Act, pursuant to Rule 144 under the Securities Act;

                           (b)    make and keep public information available, as
those terms are understood and defined in Rule 144 under the Securities  Act, at
all times after the effective date of the first registration  statement filed by
the Company for an offering of its securities to the general


<PAGE>



public;

                           (c)   file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act and
the  Exchange  Act (at any time  after it has become  subject to such  reporting
requirements); and

                          (d) so long as a Holder owns any Restricted Securities
to furnish to the  Holder  forthwith  upon  request a written  statement  by the
Company as to its compliance  with the public  information  requirements of said
Rule 144, and the reporting  requirements of the Securities Act and the Exchange
Act, 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 a Holder  may
reasonably  request  in  availing  itself  of  any  rule  or  regulation  of the
Commission allowing a Holder to sell any such securities without registration.

                    Section 2.7     Transfer of Registration Rights.  The rights
granted  under this Article II may not be assigned or otherwise  conveyed by any
Holder of Registrable Securities to any transferee.


                    Section 2.8     Restrictions on Market Manipulation.  In the
event  any  shares  of  Common  Stock  are  offered  or sold by any  Holder in a
registration, each such Holder will:

               (a)  advise the  Company  in writing of any offer,  sale or other
          disposition  by it of any Common Stock in any manner other than as set
          forth in the registration statement or any prospectus included therein
          on or for the 30-day  period prior to the filing of such  registration
          statement until the distribution under the registration  statement has
          been completed;

               (b) not effect any stabilization  activity in connection with the
          Company's Common Stock;

               (c) not  bid or  purchase,  for any  account  in  which  it has a
          beneficial  interest,  any  Common  Stock  except as may be  permitted
          pursuant to Rule 10b-6 under the Exchange Act (if applicable);

               (d) not until it has sold all of such  shares  of  Common  Stock,
          attempt to induce any Person to purchase  any Common  Stock  except as
          may be permitted pursuant to Rule 10b-6; and

               (e) not until it has sold all such  shares of Common  Stock,  pay
          any compensation for soliciting  another to purchase any securities of
          the Company, except as may be permitted pursuant to Rule 10b-6.



<PAGE>



                                   ARTICLE III
                                  MISCELLANEOUS

          Section 3.1 Governing  Law;  Jurisdiction  and Venue.  This  Agreement
shall be governed by and interpreted in accordance with the laws of the State of
Florida. The parties agree that the courts of Palm Beach County,  Florida, shall
have exclusive  jurisdiction  and venue for the adjudication of any civil action
between them arising out of relating to this Agreement,  and hereby  irrevocably
consent to such jurisdiction and venue.

          Section 3.2  Successors and  Assignees.  Except as otherwise  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon, the successors,  assignees,  heirs,  executors and  administrators (as the
case may be) of the parties hereto.

          Section 3.3 Entire Agreement.  This Agreement constitutes the full and
entire  understanding  and  agreement  between  the  parties  with regard to the
subject matter hereof.

          Section  3.4  Notices,  etc.  All  notices  and  other  communications
required or permitted  hereunder shall be in writing and shall be effective four
days after mailed by first-class mail, postage prepaid,  or otherwise  delivered
by  hand  or by  messenger,  addressed  (a)  if to  the  Purchaser,  at  Capital
Consultants,  Inc., 1050 Chinoe Road, Suite 304, Lexington, KY 40502, Attention:
Frank D. Dickey, Jr.; (b) if to any other Holder of Registrable  Securities,  at
such address as such Holder  shall have  furnished  the Company in writing,  or,
until any such Holder so furnishes an address to the Company, then to and at the
address of the last Holder of such  Registrable  Securities who has so furnished
an address to the  Company;  or (c) if to the Company,  at 3135 S.W.  Mapp Road,
P.O. Box 268, Palm City,  FL 34991,  Attention:  Joseph R.  Rizzuti,  Chairman &
Chief Operating Officer.

          Section 3.5 Delays or Omissions.  No delay or omission to exercise any
right,  power or remedy  accruing to any Holder of any  Registrable  Securities,
upon any breach or default of the Company under this Agreement, shall impair any
such  right,  power or remedy of such Holder nor shall it be  construed  to be a
waiver of any such breach or default or an acquiescence  therein or of or in any
similar  breach or  default  thereunder  occurring  nor shall any  waiver of any
single  breach or  default  be deemed a waiver  of any other  breach or  default
theretofore or thereafter occurring.  Any waiver, permit, consent or approval of
any kind or character  on the part of any Holder of any breach or default  under
this  Agreement  or any  waiver on the part of any Holder of any  provisions  or
conditions of this  Agreement  must be in writing and shall be effective only to
the extent  specifically set forth in such writing.  All remedies,  either under
this Agreement or by law or otherwise afforded to any Holder shall be cumulative
and not alternative.

          Section 3.6 Counterparts. This Agreement may be executed in any number
of  counterparts,  each of which may be executed by less than all of the parties
hereto,  each of  which  shall  be  enforceable  against  the  parties  actually
executing  such  counterparts  and all of which  together  shall  constitute one
instrument.




<PAGE>



          Section 3.7 Severability. In the event any provision of this Agreement
shall  be  invalid,  illegal  or  unenforceable,   the  validity,  legality  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

          Section  3.8  Amendments.  The  provisions  of this  Agreement  may be
amended at any time and from time to time,  and  particular  provisions  of this
Agreement may be waived,  with and only with, an agreement or consent in writing
signed by the  Company  and by the  Holders  of a  majority  of the  Registrable
Securities voting as a single class.

     The parties have executed this Registration Rights Agreement as of the date
first written above.

                               CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.


                               /s/  Joseph R. Rizzuti
                               -------------------------------------
                               Name: Joseph R. Rizzuti
                               Title:  Chairman & Chief Operating Officer


                               CAPITAL CONSULTANTS, INC.


                               /s/ Frank G.  Dickey Jr.
                               -------------------------------------
                               Name: Frank G.  Dickey Jr.
                               Title: President