EXHIBIT 10.8


December 11, 2000
Warrant No. __

                   Warrant to Purchase Shares of Common Stock

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE.  THE SECURITIES
ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D
PROMULGATED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT").  THE
SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES
ARE  REGISTERED  UNDER  THE ACT OR ARE  EXEMPT  FROM  REGISTRATION  PURSUANT  TO
AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.


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                WARRANT TO PURCHASE 25,000 SHARES OF COMMON STOCK

                                       OF

                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
        ----------------------------------------------------------------

         This it to certify that, FOR VALUE RECEIVED, James E. Groat, or assigns
("Holder"), is entitled to purchase,  subject to the provisions of this Warrant,
from Clements  Golden  Phoenix  Enterprises,  Inc., a Florida  corporation  (the
"Company"),  the fully paid, validly issued and non- assessable shares of Common
Stock,  $0.0001 par value, of the Company  ("Common  Stock") at any time or from
time to time  during the period  from the date  hereof,  through  and  including
December 11, 2002,  but not later than 5:00 p.m.  Palm Beach,  Florida  time, on
December 11,  2002,  (the  "Exercise  Period") at the price of US$0.50 per share
(the "Exercise Price").  The total number of shares of Common Stock to be issued
upon exercise of this Warrant shall be 25,000  shares.  The price to be paid for
each share of Common Stock may be adjusted from time to time as hereinafter  set
forth.  The  shares of Common  Stock  deliverable  upon  such  exercise,  and as
adjusted from time to time, are  hereinafter  sometimes  referred to as "Warrant
Shares" and the  respective  exercise price of a share of Common Stock in effect
at any time and as adjusted from time to time is hereinafter  sometimes referred
to as the  "Exercise  Price".  This  Warrant  is being  issued  pursuant  to the
Convertible  Note of even  date  herewith  by the  Company  in favor of James E.
Groat.





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A.   EXERCISE OF WARRANT

         This  Warrant may be  exercised in whole or in part at any time or from
time to time during the Exercise Period; provided, however, that (i) if the last
day of the Exercise Period is a day on which banking institutions in the City of
Palm  Beach are  authorized  by law to close,  then the  Exercise  Period  shall
terminate  on the next  succeeding  day that shall not be such a day, and during
such period the Holder  shall have the right to exercise  this  Warrant into the
kind and amount of shares of stock and other securities and property  (including
cash)  receivable by a holder of the number of shares of Common Stock into which
this Warrant might have been exercisable immediately prior thereto. This Warrant
may be exercised by  presentation  and  surrender  hereof to the Company of this
Warrant at the Company's principal office, with the Exercise Form annexed hereto
duly executed and accompanied by payment of the Exercise Price for the number of
Warrant Shares  specified in such form. As soon as  practicable  after each such
exercise  of the  Warrants,  but not later  than seven (7) days from the date of
such  exercise,  the Company shall issue and deliver to the Holder a certificate
or  certificates  for the designee.  If this Warrant should be exercised in part
only,  the Company  shall,  upon  surrender  of this  Warrant for  cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of Warrant Shares purchasable  thereunder.  Upon receipt by
the Company of this Warrant at its principal  office,  or by the stock  transfer
agent of the Company at its  office,  in proper  form for  exercise,  the Holder
shall be deemed to be holder of record of the  shares of Common  Stock  issuable
upon such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that  certificates  representing  such  shares of Common
Stock shall not then be physically delivered to the Holder.

         THIS WARRANT MAY BE EXERCISED ONLY IF A WRITTEN OPINION OF COUNSEL, THE
FORM AND SUBSTANCE OF WHICH IS  ACCEPTABLE  TO THE COMPANY,  IS DELIVERED TO THE
COMPANY PRIOR TO EXERCISE OF THE WARRANTS BEING  EXERCISED THAT  REGISTRATION IS
NOT REQUIRED,  OR THE  UNDERLYING  SECURITIES  DELIVERED UPON EXERCISE HAVE BEEN
REGISTERED UNDER THE ACT.

B.   RESERVATION OF SHARES AND COVENANTS OF THE COMPANY

         The Company  shall at all times have allotted and reserved for issuance
and/or  delivery  upon  exercise  of this  Warrant  such number of shares of its
Common Stock as shall be required for issuance and delivery upon exercise of the
Warrant.

         The  Company  covenants  with the Holder  that so long as any  Warrants
remain outstanding and may be exercised:

1. it will cause the shares of Common  Stock and the  certificates  representing
the  Common  Stock  subscribed  and paid for  pursuant  to the  exercise  of the
Warrants to be duly issued and  delivered in  accordance  herewith and the terms
hereof;



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2. all shares of Common Stock that shall be issued upon exercise of the right to
purchase  provided for herein,  upon payment of the  prevailing  Exercise  Price
herein provided, shall be fully paid and non-assessable;

3. it will use its best efforts to maintain its corporate existence; and

4.  generally,  it will well and truly  perform and carry out all of the acts or
things to be done by it as provided herein.

C.   FRACTIONAL SHARES

         No fractional shares or script representing  fractional shares shall be
issued upon the  exercise of this  Warrant.  With  respect to any  fraction of a
share called for upon any exercise  hereof,  the Company shall pay to the Holder
an amount in cash equal to such fraction  multiplied by the current market value
of a share, determined as follows:

1. If the Common Stock is listed on a National  Securities  Exchange or admitted
to unlisted  trading  privileges  on such  exchange or listed for trading on the
NASDAQ system, the current market value shall be the last reported sale price of
the Common  Stock on such  exchange or system on the last  business day prior to
the date of exercise of this  Warrant or, if no such sale is made (or  reported)
on such day,  the  average  closing  bid and asked  prices  for such day on such
exchange or system; or

2. If the  Common  Stock  is not so  listed  or  admitted  to  unlisted  trading
privileges,  the current market value shall be the mean to the last reported bid
and ask prices reported by the Electronic  Bulletin Board or National  Quotation
Bureau,  Inc. on the last business day prior to the date of the exercise of this
Warrant; or

3. If the  Common  Stock  is not so  listed  or  admitted  to  unlisted  trading
privileges and bid and ask prices are not so reported,  the current market value
shall be an amount,  not less than book value  thereof as at the end of the most
recent  fiscal year of the Company  ending  prior to the date of the exercise of
the Warrant,  determined in such  reasonable  manner as may be prescribed by the
Board of Directors of the Company.

D.   EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT

         This Warrant is  exchangeable,  without  expense,  at the option of the
Holder, upon presentation and surrender hereof to the Company for other warrants
of  different  denominations  entitling  the holder  thereof to  purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder.  Upon
surrender  of this  Warrant to the  Company at its  principal  office,  with the
Assignment  Form annexed  hereto duly  executed and funds  sufficient to pay any
applicable transfer tax, the Company shall, without charge,  execute and deliver
a new Warrant in the name of the assignee named in such Assignment Form and this
Warrant shall promptly be canceled. This Warrant may be divided or combined with
other  warrants  that  carry the same  rights  upon  presentation  hereof at the
principal office of the Company, together with a written notice specifying

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the names and denominations in which new Warrants are to be issued and signed by
the Holder hereof.  The term "Warrant" as used herein includes any Warrants into
which this Warrant may be divided or  exchanged.  Upon receipt of the Company of
evidence  satisfactory  to it of the loss,  theft,  destruction or mutilation of
this  Warrant,  and (in the case of loss,  theft or  destruction)  of reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  the Company  will execute and deliver a new Warrant of
like  tenor  and  date.  Any such  new  Warrant  executed  and  delivered  shall
constitute  an  additional  contractual  obligation  on the part of the Company,
whether or not this Warrant so lost, stolen,  destroyed or mutilated shall be at
any time enforceable by anyone.

         This  Warrant  and the Common  Stock  issuable  upon  exercise  of this
Warrant were issued under Regulation D under the Act and may be transferred only
in  accordance  therewith  and as  provided  in the  legends  set  forth in this
Warrant.

E.       RIGHTS OF THE HOLDER

         The Holder shall not, by virtue hereof,  be entitled to any rights of a
shareholder  in the  Company,  either at law or  equity,  and the  rights of the
Holder are limited to those  expressed  in the  Warrant and are not  enforceable
against the Company except to the extent set forth herein.

F.   ANTI-DILUTION PROVISIONS

         The respective  Exercise Price in effect at any time and the number and
kind of securities purchasable upon the exercise of the Warrant shall be subject
to  adjustment  from time to time  upon the  happening  of  certain  events  are
follows:

1. In case the Company  shall (i) declare a dividend or make a  distribution  on
its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide
or reclassify  its  outstanding  shares of Common Stock into a greater number of
shares,  or (iii) combine or reclassify its  outstanding  shares of Common Stock
into a smaller number of shares, the respective  Exercise Price in effect at the
time of the record date for such  dividend or  distribution  or of the effective
date of such subdivision,  combination or reclassification  shall be adjusted so
that it shall equal the price determined by multiplying the respective  Exercise
Price by a fraction,  the  denominator of which shall be the number of shares of
Common Stock outstanding  after giving effect to such action,  and the numerator
of which shall be the number of shares of Common Stock  outstanding  immediately
prior to such action.  Such adjustment shall be made  successively  whenever any
event listed above shall occur.


2. Whenever the respective  Exercise Price payable upon exercise of each Warrant
is adjusted  pursuant to Subsection (1) above, the number of Shares  purchasable
upon exercise of this Warrant shall  simultaneously  be adjusted by  multiplying
the respective number of Shares initially issuable upon exercise of this Warrant
by a fraction, the denominator of which shall be the Exercise Price after giving
effect to such action and the numerator of which shall be the Exercise  Price in
effect immediately prior to such action.

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3. No adjustment in the respective  Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least one cent ($0.01) in
such  price;  provided,  however,  that any  adjustment  that by  reason of this
Subsection  (3) is not  required  to be made shall be carried  forward and taken
into account in any subsequent  adjustment  required to be made  hereunder.  All
calculations  under this Section (F) shall be made to the nearest cent or to the
nearest  one-hundredth  of a share, as the case may be. Anything in this Section
(F) to the contrary  notwithstanding,  the Company shall be entitled,  but shall
not be  required,  to make such changes in the  respective  Exercise  Price,  in
addition to those  required by this Section (F), as it shall  determine,  in its
sole  discretion,  to be advisable in order that any dividend or distribution in
shares of Common Stock, or any subdivision,  reclassification  or combination of
Common  Stock,  hereafter  made by the  Company  shall not result in any federal
income tax  liability to the holders of Common Stock or  securities  convertible
into Common Stock (including the Warrants).

4. In the event that at any time, as a result of an adjustment  made pursuant to
Subsection  (1)  above,  the  Holder of this  Warrant  thereafter  shall  become
entitled  to  receive  any  shares of the  Company,  other  than  Common  Stock,
thereafter  the number of such other shares so receivable  upon exercise of this
Warrant  shall be  subject  to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Common Stock contained in Subsections (1) to (3) inclusive above.

5.  Irrespective  of any  adjustments  in the  respective  Exercise Price or the
related  number or kind of shares  purchasable  upon  exercise of this  Warrant,
Warrants theretofore or thereafter issued may continue to express the same price
and number and kind of shares as are stated in the  similar  Warrants  initially
issuable pursuant to this Warrant.

G.   OFFICER'S CERTIFICATE

         Whenever the respective Exercise Price shall be adjusted as required by
the provisions of the foregoing Section (F), the Company shall forthwith file in
the custody of its Secretary or an Assistant  Secretary at its principal office,
an officer's  certificate  showing the adjusted  Exercise  Price  determined  as
herein  provided,  setting forth in reasonable  detail the facts  requiring such
adjustment,  including a statement of the number of related additional shares of
Common  Stock,  if any,  and such other facts as shall be  necessary to show the
reason for and the manner of  computing  such  adjustment.  Each such  officer's
certificate  shall be made available at all  reasonable  times for inspection by
the holder or any holder of a Warrant executed and delivered pursuant to Section
(A) and the Company shall, forthwith after each such adjustment,  mail a copy by
certified mail of such certificate to the Holder or any such holder.

H.   NOTICES TO WARRANT HOLDERS

         So long as this Warrant shall be outstanding,  (i) if the Company shall
pay any dividend or make any  distribution  upon the Common Stock or (ii) if the
Company shall offer to the holders of

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Common Stock for  subscription or purchase by them any share of any class or any
other  rights,  options or  warrants  (other  than this  Warrant)  or (iii) if a
capital reorganization of the Company,  reclassification of the capital stock of
the  Company,  consolidation  or  merger  of the  Company  with or into  another
corporation, sale, lease or transfer of all or substantially all of the property
and assets of the Company to another  corporation,  or voluntary or  involuntary
dissolution, liquidation or winding up of the Company shall be effected, then in
any such case,  the Company  shall cause to be mailed by  certified  mail to the
Holder, at least fifteen (15) days prior to the date specified,  as the case may
be, a notice  containing a brief  description of the proposed action and stating
the date on which a record  date is to be  determined  for the  purpose  of such
dividend,  distribution  or  issue  of  rights,  options,  or  warrants  or such
reclassification,  reorganization,  consolidation,  merger,  conveyance,  lease,
dissolution,  liquidation or winding up is to take place and the date, if any is
to be fixed as of which the holders of Common  Stock or other  securities  shall
receive  cash  or  other  property   deliverable  upon  such   reclassification,
reorganization,  consolidation,  merger, conveyance, dissolution, liquidation or
winding  up. The  failure to give such  notice  shall not  otherwise  affect the
action taken by the Company.

I.   RECLASSIFICATION, REORGANIZATION OR MERGER

         In case of any reclassification, capital reorganization or other change
of  outstanding  shares  Common  Stock  of  the  Company,  or  in  case  of  any
consolidation or merger of the Company with or into another  corporation  (other
than a merger with a subsidiary  in which  merger the Company is the  continuing
corporation  and  that  does  not  result  in  any   reclassification,   capital
reorganization  or other  change of  outstanding  shares of Common  Stock of the
class  issuable upon exercise of this Warrant) or in case of any sale,  lease or
conveyance to another corporation of the property of the Company as an entirety,
the Company shall, as a condition precedent to such transaction, cause effective
provisions  to be made so that the Holder  shall have the right  thereafter,  by
exercising  this Warrant at any time prior to the expiration of the Warrant,  to
purchase the kind and amount of shares of stock an other securities and property
receivable upon such reclassification,  capital reorganization and other change,
consolidation,  merger,  sale or conveyance by a holder of such number of shares
of Common  Stock that might have been  purchased  upon  exercise of this Warrant
immediately prior to such reclassification,  change, consolidation, merger, sale
or conveyance.  Any such provision shall include  provision for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments  provided
for in this  Warrant.  The  foregoing  provisions  of  this  Section  (I)  shall
similarly apply to successive  reclassifications,  capital  reorganizations  and
changes of shares of Common  Stock and to  successive  consolidations,  mergers,
sales or  conveyances.  In the event that in  connection  with any such  capital
reorganization or reclassification,  consolidation,  merger, sale or conveyance,
additional  shares of Common  Stock  shall be  issued in  exchange,  conversion,
substitution  or  payment,  in whole or in part,  for a security  of the Company
other than Common  Stock,  any such issue shall be treated as an issue of Common
Stock covered by the provisions of Subsection (1) of Section (F) hereof.

J.   WARRANTS TO RANK PARI PASSU

         All Warrants shall rank pari passu,  whatever may be the actual date of
issue of the same.

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K.   GOVERNING LAW; JURISDICTION AND VENUE

         This Warrant 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.

         IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed
and  attested by the  undersigned,  each being duly  authorized,  as of the date
below.

CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.

/s/ Joseph R. Rizzuti
--------------------------------
By: Joseph R. Rizzuti
Its: Chairman & Chief Operating Officer

DATED: December 11, 2000

ATTEST:

/s/ Ronald V. Pugliese Jr.
--------------------------------

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<PAGE>



                           FORM OF NOTICE OF EXERCISE


THIS WARRANT MAY BE EXERCISED ONLY IF A WRITTEN OPINION OF COUNSEL, THE FORM AND
SUBSTANCE OF WHICH IS  ACCEPTABLE  TO THE  COMPANY,  IS DELIVERED TO THE COMPANY
PRIOR TO EXERCISE OF THE  WARRANTS  BEING  EXERCISED  THAT  REGISTRATION  IS NOT
REQUIRED,  OR THE  UNDERLYING  SECURITIES  DELIVERED  UPON  EXERCISE  HAVE  BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.

         The  undersigned  hereby  irrevocably  elects to  exercise  the  within
Warrant to the extent of  purchasing  ______________  shares of Common  Stock of
CLEMENTS  GOLDEN  PHOENIX  ENTERPRISES,  INC.  AT $0.50 per  share,  for a total
purchase price of $___________.

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name_________________________________________
         (Please typewrite or print in block letters)

Address________________________________________

Social Security or Federal I.D. Number_________________

The undersigned  represents and warrants to Clements Golden Phoenix Enterprises,
Inc.  that the  conditions  for exercise of the within  Warrant set forth in the
first sentence of the first paragraph above have been fully complied with.

Signature____________________________________________________
         (Sign exactly as your name appears on the first page of this Warrant)


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ASSIGNMENT FORM


FOR VALUE RECEIVED,

---------------------------------
hereby sells, assigns and transfers unto


Name

----------------------------------------------------------
(Please typewrite or print in block letters)

Address

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

Social Security Federal I.D. Number

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

the  right to  purchase  shares  of  Common  Stock of  Clements  Golden  Phoenix
Enterprises,  Inc.  represented  by this  Warrant  as to  which  such  right  is
exercisable    and   does   hereby    irrevocably    constitute    and   appoint
__________________________  Attorney,  to  transfer  the  same on the  books  of
Clements Golden Phoenix Enterprises, Inc. with full power of substitution in the
premises.

Date:  ______________________

Signature:  ______________________
                  (sign exactly as your name
                  appears on the first page of
                  this Warrant)

Note:  The Warrant and the Common Stock  issuable  upon  exercise of the Warrant
were issued under Regulation D under the Securities Act of 1933, as amended, and
may be transferred  only in accordance  therewith and as provided in the legends
set forth in the Warrant.

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