EXHIBIT 10.12

February 1, 2001
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.


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

               WARRANT TO PURCHASE 800,000 SHARES OF COMMON STOCK

                                       OF

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

         This  it  to  certify  that,  FOR  VALUE  RECEIVED,  Samuel  P.  Sirkis
("Sirkis"),  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  February 1, 2003,  but not later than 5:00
p.m. Palm Beach,  Florida time, on February 1, 2003, (the "Exercise  Period") at
the price of USD$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
800,000  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 Amendment to Employment  Agreement
between the Company and Sirkis.




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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  th  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;

     2.   all shares of Common  Stock that shall be issued upon  exercise of the
          right to

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          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 admitte 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 admitte 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

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presentation  hereof at the  principal  office of the Company,  together  with a
written notice  specifying 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 dividen 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

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     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.

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 a 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)

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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 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

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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.

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

DATED: February 1, 2001

ATTEST:

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

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                           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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