EXHIBIT 10.9










                         COMMON STOCK PURCHASE AGREEMENT

                                     BETWEEN

                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
                                  (THE COMPANY)

                                       AND

                            CAPITAL CONSULTANTS, INC.
                                 (THE PURCHASER)



                          DATED AS OF FEBRUARY 1, 2001










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                         COMMON STOCK PURCHASE AGREEMENT

This Common Stock Purchase Agreement (this "Agreement") is made and entered into
as of February 1, 2001 (the "Effective  Date"),  between Clements Golden Phoenix
Enterprises,   Inc.  (the  "Company"),   a  Florida  corporation,   and  Capital
Consultants, Inc. (the "Purchaser").

                                   Background

                  The Company has authorized the issuance, sale, and delivery of
200,000 shares (the "Shares") of the Company's  Common Stock,  par value $0.0001
("Common Stock") at a price per Share of $1.00, in currency of the United States
of America,  for a total  purchase  price of $200,000.  The Purchaser  wishes to
purchase the Shares upon the terms and conditions stated in this Agreement.  The
Purchaser  is  purchasing  the Shares in reliance  upon the  exemption  from the
registration  requirements  of Section 5 of the U.S.  Securities Act of 1933, as
amended  (the "Act"),  in reliance  upon Rule 506 of  Regulation  D  promulgated
thereunder, or other applicable exemptions.

                                    Agreement

                  For  and in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Purchaser hereby agree as follows:

Section 1.  Common Stock.

     Section 1.1. Issuance and Sale of Common Stock

                  The  Company  agrees  (i) to issue and sell the  Shares to the
Purchaser and the Purchaser  agrees to purchase the Shares from the Company,  at
the Closing, for the Purchase Price of US$200,000.

     Section 1.2. Closing.

                  The  closing  of the  purchase  and  sale of the  Shares  (the
"Closing") shall take place at the offices of Mintmire & Associates, 265 Sunrise
Avenue,  Suite 204, Palm Beach,  Florida 33480,  at 2:00 p.m.,  Eastern time, on
February 1, 2001 (the "Closing Date"),  or on such other date or such other time
or place as the parties may agree.

     Section 1.3 Deliveries at Closing

                  At the Closing the Company shall deliver to Purchaser:

                           (a)  this Agreement, executed by the Company;

                           (b)  a certificate for the Shares,  registered in the
Purchaser's  name,  free  and  clear  of any  claims,  and  containing  a legend
complying with the requirements of SEC Rule 506;


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                           (c)  the Registration  Rights  Agreement  (defined in
Section  4.9 below),  executed  by the  Company,  in  substantially  the form of
Exhibit B hereto;

                           (d)  the  opinion  of  Mintmire &  Associates,  legal
counsel to the Company, in substantially the form of Exhibit A hereto; and

Section 2.  Purchaser's Representations and Warranties

                  The  Purchaser  represents  and warrants  with respect to only
itself that:

     Section 2.1. Investment Purpose

                  The Purchaser is acquiring the Shares,  for the account for of
certain "accredited  investors," and who are acquiring the Shares for investment
and not with a view towards,  or for resale in connection  with, the public sale
or distribution  thereof;  provided however,  that by making the representations
herein, the Purchaser does not agree to hold any Shares for any minimum or other
specific  term.  The Purchaser  acknowledges  that the Shares may not be resold,
except pursuant to an effective  registration statement under the Securities Act
or an applicable exemption therefrom.

     Section 2.2. Accredited Purchaser Status

                  The  Purchaser  is an  "accredited  investor"  as that term is
defined in Rule 501(a)(3) of Regulation D of the SEC.

     Section 2.3. Reliance on Regulation D or other applicable Exemption

                  The  Purchaser  understands  that the Shares are being offered
and sold to it in reliance on the exemption from the  registration  requirements
of Section 5 of the  Securities  Act for limited  offers and sales as defined in
SEC Rule  506,  and that the  Company  is  relying  in part  upon the  truth and
accuracy  of,  and  the  Purchaser's   compliance  with,  the   representations,
warranties, agreements, acknowledgments, and understandings of the Purchaser set
forth herein in order to determine the  availability  of such exemptions and the
eligibility  of the  Purchaser  to acquire  such  Shares.  With  respect to that
exemption, the Purchaser further represents and warrants to the Company that:

                  (a)  The Purchaser is an accredited investor as defined by SEC
Rule 501(a).

                  (b)  The Purchaser  has  complied  with  all of the conditions
required of it by SEC Rule 506.

     Section 2.4. Information

                  The Purchaser and its  advisors,  if any, have been  furnished
with all materials relating to the business, financial condition, and operations
of the Company and materials relating to the offer and sale of the Shares, which
have been  requested by the Purchaser.  The Purchaser and its advisors,  if any,
have been afforded the opportunity to ask questions of the Company. Neither such
inquiries nor any other due diligence  investigations conducted by the Purchaser
or its advisors, if

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any, or its representatives shall modify, amend, or affect the Purchaser's right
to rely on the Company's  representations and warranties  contained in Section 3
below.  The Purchaser  understands  that its investment in the Shares involves a
high degree of risk. The Purchaser has sought such  accounting,  legal,  and tax
advice as it has considered  necessary to make an informed  investment  decision
with respect to its acquisition of the Shares.

     Section 2.5. No Governmental Review

                  The Purchaser  understands  that no United  States  federal or
state agency or any other  government  or  governmental  agency has passed on or
made any  recommendation  or  endorsement  of the  Shares,  or the  fairness  or
suitability of the investment in the Shares,  nor have such  authorities  passed
upon or endorsed the merits of the offering of the Shares.

     Section 2.6. Authorization Enforcement

                  This Agreement has been duly and validly authorized, executed,
and delivered on behalf of the Purchaser and is a valid and binding agreement of
the  Purchaser   enforceable  in  accordance  with  its  terms,  subject  as  to
enforceability  to general  principles of equity and to  applicable  bankruptcy,
insolvency,  reorganization,  moratorium,  liquidation,  and other  similar laws
relating to, or affecting  generally,  the enforcement of applicable  creditors'
rights and remedies.

     Section 2.7. Organization

                  The  Purchaser is a limited  partnership  organized  under the
laws of Kentucky.

     Section 2.8. No Scheme to Evade Registration.

                  Purchaser  represents  and  warrants to the  Company  that the
acquisition  of the Shares is not a  transaction  (or any element of a series of
transactions)  that is part of a plan or  scheme by the  Purchaser  to evade the
registration provisions of the Securities Act.

Section 3. Representations And Warranties Of The Company

                  The Company represents and warrants to the Purchaser that:

     Section 3.1. Organization and Qualification

                  The Company is a corporation duly organized, validly existing,
and in good standing under the laws of Florida,  and has the requisite corporate
power to own its properties and to carry on its business as now being conducted.
The  Company is not  qualified  as a foreign  corporation  to do business in any
other jurisdiction.  The Company has a wholly-owned subsidiary,  Clements Citrus
Sales of Florida, Inc., a Florida corporation.

     Section 3.2. Authorization, Enforcement, Compliance with Other Instruments.

                  (a)   The  Company  has  the  requisite  corporate  power  and
authority to enter into and perform this Agreement and to issue the Shares;


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                  (b)  the  execution  and  delivery  of this  Agreement  by the
Company,  and the  consummation by it of the transactions  contemplated  hereby,
including  without  limitation  the  issuance  of the  Shares,  have  been  duly
authorized  by the  Company's  Board of  Directors  and no  further  consent  or
authorization  is  required  by the  Company,  its  Board  of  Directors  or its
stockholders;

                  (c) this Agreement has been duly executed and delivered by the
Company  and the persons  signing on behalf of the  Company  have full power and
authority to do so; and

                  (d)  this   Agreement   constitutes   the  valid  and  binding
obligation of the Company enforceable against the Company in accordance with its
terms,  except as such  enforceability  may be limited by general  principles of
equity  or  applicable  bankruptcy,  insolvency,   reorganization,   moratorium,
liquidation,   or  similar  laws  relating  to,  or  affecting  generally,   the
enforcement of creditors' rights and remedies.

     Section 3.3. Capitalization

                  Immediately prior to Closing,  the authorized capital stock of
the Company  consisted of 50,000,000 shares of Common Stock, of which 28,498,764
shares are issued and outstanding.  No shares of the Company's capital stock are
subject to preemptive rights or any other similar rights.

     Section 3.4. Issuance of Shares

                  The  Shares  are  duly   authorized   and,  upon  issuance  in
accordance  with the terms  hereof,  shall be validly  issued,  fully paid,  and
nonassessable,  are free from all taxes,  liens, and charges with respect to the
issue  thereof and are entitled to the rights and  preferences  set forth in the
Shares. The Shares are "restricted  securities" as defined by SEC rules, and may
be transferred,  assigned or resold by the Purchaser only in accordance with the
Securities Act and the SEC rules promulgated thereunder.

     Section 3.5. No Conflicts

                  The execution, delivery, and performance of this Agreement and
the Acquisition Agreement by the Company, and the consummation by the Company of
the  transactions  contemplated  hereby  and  thereby,  will not (a) result in a
violation of the  Certificate of  Incorporation,  any Certificate of Designation
applicable to any Preferred  Stock of the Company,  or the Bylaws of the Company
or (b)  conflict  with,  constitute  a default (or an event which with notice or
lapse of time or both  would  become a  default)  under,  or give to others  any
rights  of  termination,   amendment,  acceleration,  or  cancellation  of,  any
agreement,  indenture,  or instrument to which the Company is a party, or result
in a  violation  of any  law,  rule,  regulation,  order,  judgment,  or  decree
(including federal and state securities laws and regulations)  applicable to the
Company or by which any  property or asset of the Company is bound or  affected.
The  Company  is not in  violation  of any term of,  or in  default  under,  its
Certificate of Incorporation  or Bylaws,  or any material  contract,  agreement,
mortgage, indebtedness, indenture, instrument, judgment, decree, or order or any
statute,

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rule,  or regulation  applicable to the Company.  The business of the Company is
not  being  conducted  and  shall  not be  conducted  in  violation  of any law,
ordinance,  or regulation of any  governmental  entity.  Except as  specifically
contemplated by this Agreement,  the Acquisition Agreement and as required under
the Securities Act and any applicable  state securities laws, the Company is not
required to obtain any consent,  authorization,  or order of, or make any filing
or  registration  with,  any  court or  governmental  agency  in order for it to
execute,  deliver,  and perform any of its obligations  under or contemplated by
this Agreement and the Acquisition Agreement in accordance with the terms hereof
or thereof.  All consents,  authorizations,  orders,  filings, and registrations
which the Company is required to obtain pursuant to the preceding  sentence have
been obtained or effected on or prior to the date hereof. The Company is unaware
of any facts or circumstances which might give rise to any of the foregoing.

     Section 3.6. Financial Statements

                  The  Company's  unaudited  balance sheet at September 30, 2000
and the audited  balance sheet at March 31, 2000, and the related  statements of
profit and loss for the periods then ended,  were  prepared in  accordance  with
generally accepted accounting principles,  are true, correct and complete in all
material respects,  and fairly present the Company's  financial position at that
date and the results of its  operations  for the period then ended.  The Company
has not engaged in any transaction,  maintained any bank account, or used any of
the funds of the Company that are not reflected in the normally maintained books
and records of the Company. No other information provided by or on behalf of the
Company to the  Purchaser  which is not  included in the  Financial  Statements,
including,  without limitation,  information  referred to in Section 2.4 of this
Agreement,  contains any untrue  statement of a material  fact or omits to state
any material  fact  necessary in order to make the  statements  therein,  in the
light of the circumstance under which they are or were made, not misleading.

     Section 3.7. Absence of Certain Changes

                  Since the date of the Company's  opening balance sheet,  there
has been no material adverse change and no material  adverse  development in the
business, properties, operations, financial condition, results of operations, or
prospects  of the  Company.  The Company  has not taken any steps,  and does not
currently  expect  to  take  any  steps,  to  seek  protection  pursuant  to any
bankruptcy law nor does the Company have any knowledge or reason to believe that
its creditors intend to initiate involuntary bankruptcy proceedings.

     Section 3.8. Absence of Litigation

                  There   is  no   action,   suit,   proceeding,   inquiry,   or
investigation  before  or  by  any  court,  public  board,   government  agency,
self-regulatory  organization,  or body  pending  or,  to the  knowledge  of the
Company,  threatened  against or affecting the Company or the Common  Stock,  in
which an  unfavorable  decision,  ruling or  finding  would (a) have a  material
adverse effect on the transactions contemplated hereby, (b) adversely affect the
validity or  enforceability  of, or the  authority  or ability of the Company to
perform its  obligations  under this  Agreement,  or any of the other  documents
contemplated  herein,  or (c) have a material  adverse  effect on the  business,
operations,  properties,  financial  condition,  or results of  operation of the
Company.

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     Section 3.9. Purchase of Shares

                  The  Company  acknowledges  and agrees that the  Purchaser  is
acting solely in the capacity of an arm's length  purchaser with respect to this
Agreement  and  the  transactions   contemplated  hereby.  The  Company  further
acknowledges  that  the  Purchaser  is not  acting  as a  financial  advisor  or
fiduciary  of the  Company  (or in any similar  capacity)  with  respect to this
Agreement or the Acquisition Agreement, or the transactions  contemplated herein
or therein.  The Company further  represents to the Purchaser that the Company's
decision to enter into this  Agreement has been based solely on the  independent
evaluation by the Company and its representatives.

     Section  3.10.  No  Undisclosed  Events,  Liabilities,   Developments,   or
                     Circumstances

                  No event, liability, development, or circumstance has occurred
or exists,  or is  contemplated  to occur,  with  respect to the  Company or its
businesses,  properties,  prospects,  operations, or financial condition,  which
could be material  but which has not been  publicly  announced  or  disclosed in
writing to the Purchaser.

     Section 3.11. No General Solicitation

                  Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf,  has engaged in any form of general  solicitation
or general  advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or sale of the Shares.

     Section 3.12. No Integrated Offering

                  Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf has,  directly or  indirectly,  made any offers or
sales of any  security  or  solicited  any  offers  to buy any  security,  under
circumstances that would require registration of the Shares under the Securities
Act or cause this offering of the Shares to be integrated  with prior  offerings
by the Company for purposes of the Securities Act or any applicable  stockholder
approval provisions.

     Section 3.13. Internal Accounting Controls

                  The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurance that (a) transactions are executed in
accordance   with   management's   general  or  specific   authorizations,   (b)
transactions  are  recorded as  necessary  to permit  preparation  of  financial
statements in conformity with generally  accepted  accounting  principles and to
maintain  asset  accountability,  (c)  access  to assets  is  permitted  only in
accordance  with  management's  general or specific  authorization,  and (d) the
recorded  accountability  for assets is  compared  with the  existing  assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.


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     Section 3.14. No Materially Adverse Contracts, Etc.

                  The Company is not subject to any charter, corporate, or other
legal restriction,  or any judgment, decree, order, rule, or regulation which in
the  judgment  of the  Company's  officers  has, or is expected in the future to
have,  a  material  adverse  effect  on the  business,  properties,  operations,
financial  condition,  results of operations,  or prospects of the Company.  The
Company is not a party to any contract or agreement which in the judgment of the
Company's officers has, or is expected to have, a material adverse effect on the
business, properties, operations, financial condition, results of operations, or
prospects of the Company.

     Section 3.15. Tax Status

                  The Company has made or filed all federal and state income and
all other tax returns, reports, and declarations required by any jurisdiction to
which it is subject  (unless  and only to the extent  that the  Company  has set
aside on its books provisions  reasonably adequate for the payment of all unpaid
and unreported taxes), and has paid all taxes and other governmental assessments
and charges that are material in amount,  shown or  determined to be due on such
returns,  reports, and declarations,  except those being contested in good faith
and has set aside on its books provision  reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns,  reports,
or declarations  apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any  jurisdiction,  and the officers of the
Company know of no basis for any such claim.

     Section 3.16. Certain Transactions

                  Except for arm's  length  transactions  pursuant  to which the
Company  makes  payments in the ordinary  course of business  upon terms no less
favorable  than  the  Company  could  obtain  from  third  parties,  none of the
officers,  directors,  or  employees  of the Company is presently a party to any
transaction  with the Company  (other than for services as employees,  officers,
and  directors),   including  any  contract,  agreement,  or  other  arrangement
providing for the furnishing of services to or by,  providing for rental of real
or personal property to or from, or otherwise  requiring payments to or from any
officer,  director,  or such employee or, to the  knowledge of the Company,  any
corporation, partnership, trust, or other entity in which any officer, director,
or any such  employee  has a  substantial  interest or is an officer,  director,
trustee, or partner.

     Section 3.17. Fees and Rights of First Refusal

                  The Company is not obligated to offer the  securities  offered
hereunder on a right of first  refusal  basis or otherwise to any third  parties
including,  but not limited to, current or former  shareholders  of the Company,
underwriters,  brokers,  agents,  or other  third  parties.  The  Company is not
obligated to pay any commission or fee in connection  with the issuance and sale
of the Shares for which the Purchaser is or may become liable.


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Section 4.  Covenants

     Section 4.1. Best Efforts

                  Each party shall use its best  efforts  timely to satisfy each
of the  conditions to be satisfied by it as provided in Sections 5 and 6 of this
Agreement.

     Section 4.2. Compliance with Regulation D

                  Each party shall  comply with all of the terms of SEC Rule 506
required of it with respect to the Shares.

     Section 4.3. Use of Proceeds

                  The Company will use the proceeds  from the sale of the Shares
for general working capital purposes.

     Section 4.4 Listings

                  The Company  shall  maintain  the listing of its Common  Stock
(including the Shares), on the OTC Bulletin Board, and upon the NASDAQ Small Cap
Market as soon thereafter as it is eligible therefor.

     Section 4.5. Expenses

                  Each  party  hereto  shall  pay  its own  expenses,  including
attorney's fees, incurred in connection with this Agreement.

     Section 4.6. Registration Rights

                  In the event the Company files a  registration  statement (the
"Registration  Statement") with the SEC on certain  form(s),  as provided for in
the Registration  Rights  Agreement (the  "Registration  Rights  Agreement") the
Purchaser  may  request  have  the  Shares  included  in  such  registration  in
accordance with the terms of the Registration Rights Agreement.

Section 5.  Conditions To The Company's Obligation To Sell

                  The obligation of the Company  hereunder to issue and sell the
Shares to The  Purchaser  at the Closing is subject to the  satisfaction,  at or
before the Closing  Date,  of each of the  following  conditions,  provided that
these  conditions  are for the  Company's  sole benefit and may be waived by the
Company at any time in its sole discretion:

                  (a)  The  Purchaser  shall  have  executed  this Agreement and
delivered the same to the Company.

                  (b)  The Purchaser shall have delivered the Purchase Price for
the Shares to the Company.

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                  (c) The  representations and warranties of the Purchaser shall
be true and correct in all material  respects as of the date when made and as of
the  Closing  Date as though  made at that time,  and the  Purchaser  shall have
performed,  satisfied, and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Purchaser at or prior to the Closing Date.

Section 6.  Conditions To The Purchaser's Obligation To Purchase

                  The  obligation  of The  Purchaser  hereunder  to purchase the
Shares at the Closing is subject to the  satisfaction,  at or before the Closing
Date, of each of the following  conditions,  provided that these  conditions are
for the Purchaser's  sole benefit and may be waived by the Purchaser at any time
in its sole discretion:

                  (a)  The Company shall have executed this Agreement.

                  (b)  The  Company  shall have executed the Registration Rights
Agreement.

                  (c) The representations and warranties of the Company shall be
true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section
3 above, in which case, such  representations  and warranties  shall be true and
correct  without further  qualification)  as of the date when made and as of the
Closing  Date as  though  made at that  time  (except  for  representations  and
warranties  that  speak  as of a  specific  date)  and the  Company  shall  have
performed,  satisfied, and complied in all material respects with the covenants,
agreements,   and  conditions  required  by  this  Agreement  to  be  performed,
satisfied, or complied with by the Company at or prior to the Closing Date.

                  (d) The  Purchaser  shall  have  received  the  opinion of the
Company's  counsel dated as of the Closing Date, in form,  scope,  and substance
reasonably  satisfactory  to the  Purchaser  and in  substantially  the  form of
Exhibit A attached hereto.

Section 7.  Indemnification

                  In consideration of the Purchaser's  execution and delivery of
this Agreement and acquiring the Shares  hereunder and in addition to all of the
Company's  other  obligations  under this  Agreement,  the Company shall defend,
protect,  indemnify,  and hold harmless the Purchaser,  and all of its officers,
directors,  employees, and agents (including, without limitation, those retained
in  connection   with  the   transactions   contemplated   by  this   Agreement)
(collectively,  the "Indemnitees") from and against any and all actions,  causes
of action,  suits, claims,  losses, costs,  penalties,  fees,  liabilities,  and
damages, and expenses in connection therewith  (irrespective of whether any such
Indemnitee  is a party to the  action  for which  indemnification  hereunder  is
sought),  and  including  reasonable  attorneys'  fees  and  disbursements  (the
"Indemnified  Liabilities"),  incurred  by the  Indemnitees  or any of them as a
result of, or arising out of, or relating to (a) any misrepresentation or breach
of any  representation  or warranty made by the Company in this Agreement of the
Acquisition  Agreement,  or  any  other  certificate,  instrument,  or  document
contemplated hereby or

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thereby, (b) any breach of any covenant, agreement, or obligation of the Company
contained in this Agreement,  or (c) any cause of action, suit, or claim brought
or made  against  such  Indemnitee  and  arising  out of or  resulting  from the
execution, delivery, performance, or enforcement of this Agreement, or any other
instrument,  document,  or  agreement  executed  pursuant  hereto  by any of the
Indemnities,  any  transaction  financed  or to be financed in whole or in part,
directly or indirectly,  with the proceeds of the issuance of the Shares, or the
status of the  Purchaser  or  holder  of the  Shares,  as a  stockholder  in the
Company.  To the extent  that the  foregoing  undertaking  by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution to
the payment and  satisfaction  of each of the Indemnified  Liabilities  which is
permissible under applicable law.

Section 8.  General Provisions

     Section 8.1. Governing Law

                  This  Agreement  shall  be  governed  by  and  interpreted  in
accordance  with the laws of the State of  Florida  and the  exemption  from the
registration  requirements  of the Securities Act for the sale shall be governed
by SEC Rule  506.  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 8.2. Counterparts

                  This  Agreement  may be  executed  in two  or  more  identical
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other party.  In the event any  signature  page is delivered by
facsimile transmission,  the party using such means of delivery shall cause four
(4) additional  original executed signature pages to be physically  delivered to
the other party within five (5) days of the execution and delivery hereof.

     Section 8.3. Headings

                  The  headings  of  this  Agreement  are  for   convenience  of
reference  and shall not form part of, or affect  the  interpretation  of,  this
Agreement.

     Section 8.4. Severability

                  If any  provision  of  this  Agreement  shall  be  invalid  or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction  or the  validity  or  enforceability  of  any  provision  of  this
Agreement in any other jurisdiction.

     Section 8.5. Entire Agreement, Amendments

                  This  Agreement  supersedes  all other  prior  oral or written
agreements  between the  Purchaser,  the Company,  their  affiliates and persons
acting on their behalf with respect to the

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issuance  and  sale of the  Shares,  and  this  Agreement  and  the  instruments
referenced  herein contain the entire  understanding of the parties with respect
to the matters covered herein and therein and, except as specifically  set forth
herein  or  therein,   neither  the   Company  nor  any   Purchaser   makes  any
representation, warranty, covenant, or undertaking with respect to such matters.
No  provision  of this  Agreement  may be waived  or  amended  other  than by an
instrument in writing signed by the party to be charged with enforcement.

     Section 8.6. Notices

                  Any  notices,  consents,   waivers,  or  other  communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be  deemed  to have  been  delivered  (a) upon  receipt,  when
delivered personally, (b) upon receipt, when sent by facsimile,  provided a copy
is mailed by U.S. certified mail, return receipt  requested,  (c) three (3) days
after being sent by certified mail, return receipt requested, or (d) one (1) day
after deposit with a nationally  recognized  overnight delivery service, in each
case  properly  addressed to the party to receive the same.  The  addresses  and
facsimile numbers for such communications shall be:

if to the Company:                        with a copy
                                         (which shall not constitute notice) to:

Clements Golden Phoenix Enterprises, Inc.    Mintmire & Associates
3135 S.W. Mapp Road                          265 Sunrise Avenue
P.O. Box 268                                 Suite 204
Palm City, FL 34991                          Palm Beach, FL 33480
Attention: Joseph R. Rizzuti, Chairman &     Attention: Donald F. Mintmire
Chief Operating Officer                      Telephone: (561) 832-5696
Telephone: (561) 287-5958                    Facsimile: (561) 659-5371
Facsimile:   (561) 287-9776


if to the Purchaser:                     with a copy
                                         (which shall not constitute notice) to:

Capital Consultants, Inc.                    Frank G. Dickey, Jr.
1050 Chinoe Road, Suite 304                  1050 Chinoe Road, Suite 304
Lexington, KY 40502                          Lexington, KY 40502
                                             Facsimile No. (859) 268-4446


Each party shall provide five (5) day's prior written  notice to the other party
of any change in address or facsimile number.

     Section 8.7. Successors and Assigns

                  This Agreement  shall be binding upon and inure to the benefit
of the parties and their  respective  successors and assigns.  The Company shall
not assign this  Agreement or any rights or  obligations  hereunder  without the
prior written consent of the Purchaser. The Purchaser may assign

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its rights hereunder without the consent of the Company,  provided however, that
any such  assignment  shall  not  release  the  Purchaser  from its  obligations
hereunder  unless such  obligations are assumed by such assignee and the Company
has consented to such assignment and assumption.

     Section 8.8. No Third Party Beneficiaries

                  This  Agreement  is  intended  for the  benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other person.

     Section 8.9. Survival

                  Unless this  Agreement is terminated  under Section 8.12,  the
representations  and  warranties of the Company and the  Purchaser  contained in
Sections 2 and 3, the  agreements  and  covenants set forth in Sections 4 and 5,
and the  indemnification  provisions  set forth in Section 7, shall  survive the
Closing.  The Purchaser shall be responsible  only for its own  representations,
warranties, agreements, and covenants hereunder.

     Section 8.10. Publicity

                  The Company and the Purchaser shall have the right to approve,
before issuance,  any press releases or any other public statements with respect
to the transactions  contemplated  hereby;  provided  however,  that the Company
shall be  entitled,  without the prior  approval of the  Purchaser,  to make any
press release or other public disclosure with respect to such transactions as is
required by applicable  law and  regulations  (although  the Purchaser  shall be
consulted  by the  Company in  connection  with any such press  release or other
public  disclosure  prior  to its  release  and  shall be  provided  with a copy
thereof).

     Section 8.11. Further Assurances

                  Each  party  shall  do and  perform,  or  cause to be done and
performed,  all such further acts and things,  and shall execute and deliver all
such other agreements,  certificates,  instruments,  and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

     Section 8.12. Termination

                  In the event that the  Closing  shall not have  occurred  with
respect  to the  Purchaser  on or before  five (5)  business  days from the date
hereof due to the Company's or Purchaser's failure to satisfy the conditions set
forth in Sections 5 and 6 above (and the non-breaching  party's failure to waive
such unsatisfied condition(s)), the non-breaching party shall have the option to
terminate this  Agreement  with respect to such breaching  party at the close of
business  on such  date  without  liability  of any  party to any  other  party;
provided however,  that if this Agreement is terminated pursuant to this Section
8.12,  the Company  shall remain  obligated to reimburse  the  Purchaser for the
expenses described in Section 4.6 above.


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<PAGE>


     Section 8.13. No Strict Construction

                  The language used in this  Agreement  will be deemed to be the
language  chosen by the parties to express their mutual intent,  and no rules of
strict construction will be applied against any party.

     Section 8.14. Currency

                  All dollar amounts expressed in this Agreement are currency of
the United States of America.

                  IN WITNESS WHEREOF,  the Company and the Purchaser have caused
this Common Stock  Purchase  Agreement to be duly  executed as of the date first
written above.

CLEMENTS GOLDEN PHOENIX
ENTERPRISES, INC.


By /s/ Joseph Rizzuti
--------------------------------------------
      Joseph Rizzuti, Chairman &
         Chief Operating Officer

CAPITAL CONSULTANTS, INC.

By  /s/ Frank G.  Dickey, Jr.
--------------------------------------------
Name  Frank G.  Dickey, Jr.
--------------------------------------------
Title  President
--------------------------------------------


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