EXHIBIT 10.13
                                                                  Execution Copy
September 15, 2000
Warrant No. ____
No. of Shares of Common Stock: 100,000




                   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 100,000 SHARES OF COMMON STOCK

                                       OF

                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
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     This it to  certify  that,  FOR  VALUE  RECEIVED,  Condor  Consulting,  LLC
("Condor"),  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"),  one hundred thousand  (100,000) shares of
Common Stock,  $0.0001 par value per share, of the Company  ("Common  Stock") at
any time or from time to time, (the "Exercise Period"),  in whole or in part, at
a purchase  price of US$2.00  per share (the  "Exercise  Price").  The shares of
Common Stock deliverable upon such exercise,  and as adjusted from time to time,
are hereinafter sometimes referred to as "Warrant Shares". This Warrant is being
issued  in  connection  with  that  certain  Consulting  Agreement,  dated as of
September 2000, between the Company's wholly-owned  subsidiary ("Clements Citrus
Sales of Florida, Inc.") and Condor.

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A. EXERCISE OF WARRANT

     1. This  Warrant may be  exercised  in whole or in part at any time or from
time to time during the Exercise Period, 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  ten  (10)  days  from  the date of such
exercise,  the Company  shall issue and deliver to the Holder a  certificate  or
certificates  representing  the aggregate  number of full shares of Common Stock
issuable  upon such  exercise,  together  with cash in lieu of any fraction of a
share.  The stock  certificate  or  certificates  so delivered  shall be, to the
extent  possible,  in such  denomination or  denominations  as such Holder shall
request and shall be registered  in the name of the Holder,  or, such other name
as designated by the Holder.  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  unpurchased  by the Holder  under this  Warrant,
which new Warrant  shall in all other  respects be identical  with this Warrant.
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.

     2. Payment of the Exercise  Price shall be made at the option of the Holder
by (i) certified or official bank check,  and/or (ii) by the Holder's  surrender
to the  Company  of that  number of shares of  Warrant  Shares  (or the right to
receive  such number of shares) or shares of Common  Stock  having an  aggregate
Current  Market  Price (as defined  below)  equal to or greater than the current
Exercise  Price for all  shares  then being  purchased  (including  those  being
surrendered),  or (iii) any combination thereof, duly endorsed by or accompanied
by  appropriate  instruments  of transfer duly executed by Holder or by Holder's
attorney duly authorized in writing.

     For purposes  hereof,  "Current Market Price" shall mean, in respect of any
share of Common  Stock on any date  herein  specified,  the average of the daily
market prices for twenty (20)  consecutive  trading days commencing  thirty (30)
days before such date. The daily market price for each such trading day shall be
(i) the last sale price on such day on the  principal  stock  exchange or Nasdaq
National  Market System  ("NASDAQ") on which such Common Stock is then listed or
admitted  to  trading,  (ii) if no sale  takes  place  on such  day on any  such
exchange  or NASDAQ,  the  average of the last  reported  closing  bid and asked
prices on such day as officially quoted on any such exchange or NASDAQ, (iii) if
the Common Stock is not then listed or admitted to trading on any stock exchange
or NASDAQ, the average of the last reported closing bid and asked prices on such
day in the over-the-counter  market, as furnished by the National Association of
Securities Dealers Automatic  Quotation System or the National Quotation Bureau,
Inc., (iv) if neither such corporation at the time is engaged in the business of
reporting such prices, as furnished by any similar firm then

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engaged in such  business,  or (v) if there is no such firm, as furnished by any
member of the NASD  selected  mutually by the Holder and the Company or, if they
cannot agree upon such  selection,  as selected by two such members of the NASD,
one of which  shall be selected by the Holder and one of which shall be selected
by the Company.


     3. All shares of Common  Stock  issuable  upon the exercise of this Warrant
pursuant  to  the  terms  hereof  shall  be  validly  issued,   fully  paid  and
nonassessable  and  without any  preemptive  rights.  The Company  shall pay all
expenses in connection with, and all taxes and other  governmental  charges that
may be imposed with respect to, the issue or delivery  thereof,  unless such tax
or charge is imposed by law upon the Holder, in which case such taxes or charges
shall be paid by the Holder. The Company shall not be required,  however, to pay
any tax or other charge imposed in connection with any transfer  involved in the
issue of any  certificate  for shares of Common Stock  issuable upon exercise of
this  Warrant in any name other  than that of the  Holder,  and in such case the
Company  shall not be required to issue or deliver any stock  certificate  until
such  tax or  other  charge  has been  paid or it has  been  established  to the
satisfaction of the Company that no such tax or other charge is due.


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  further  covenants  that so long as any  Warrants  remain
outstanding  and may be  exercised:  (1) the  Company  shall 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;  and (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; C. FRACTIONAL SHARES

     The Company  shall not be required  to issue a  fractional  share of Common
Stock upon  exercise  of any  Warrant.  As to any  fraction of a share which the
Holder of one or more Warrants, the rights under which are exercised in the same
transaction,  would  otherwise be entitled to purchase upon such  exercise,  the
Company  shall pay a cash  adjustment  in respect of such final  fraction  in an
amount  equal to the same  fraction  of the  Current  Market  Price per share of
Common Stock on the date of exercise.


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

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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 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.

     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.   ADJUSTMENTS

     The number of shares of Common Stock for which this Warrant is exercisable,
or the  price at which  such  shares  may be  purchased  upon  exercise  of this
Warrant,  shall be subject to adjustment  from time to time as set forth in this
Section F.

1.   STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS

     If at any  time  while  this  Warrant,  or  any  portion  thereof,  remains
outstanding and unexpired:

     (a) the holders of Common Stock shall become entitled to receive a dividend
payable in, or other distribution of, additional shares of Common Stock,

     (b) Company shall subdivide its  outstanding  shares of Common Stock into a
larger number of shares of Common Stock, or

     (c) Company  shall  combine its  outstanding  shares of Common Stock into a
smaller  number  of shares of  Common  Stock,  then (i) the  number of shares of
Common  Stock  for which  this  Warrant  is  exercisable  immediately  after the
occurrence  of any such event shall be adjusted to equal the number of shares of
Common Stock which a record  holder of the same number of shares of Common Stock
for which this Warrant is  exercisable  immediately  prior to the  occurrence of
such event  would own or be  entitled  to receive  after the  happening  of such
event,  and (ii) the Exercise  Price shall be adjusted to equal (A) the Exercise
Price  multiplied by the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to the

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adjustment  divided  by (B) the  number of  shares  for which  this  Warrant  is
exercisable immediately after such adjustment.

2.   CERTAIN OTHER DISTRIBUTIONS AND ADJUSTMENTS

     (a) If at any time while this  Warrant,  or any  portion  thereof,  remains
outstanding and unexpired, the Company shall take a record of the holders of its
Common Stock for the purpose of entitling  them to receive any dividend or other
distribution of:

          (i) cash,

          (ii) any evidences of its indebtedness, any shares of its stock or any
     other  securities  or property of any nature  whatsoever  (other than cash,
     convertible securities or additional shares of Common Stock), or

          (iii) any warrants or other  rights to  subscribe  for or purchase any
     evidences  of its  indebtedness,  any  shares  of its  stock  or any  other
     securities  or  property  of  any  nature   whatsoever  (other  than  cash,
     convertible  securities or additional shares of Common Stock), in each such
     case,  the Company  shall mail or cause to be mailed to the Holder a notice
     specifying  the date on which a record  is to be taken for the  purpose  of
     such dividend,  distribution or right, and stating the amount and character
     of such  dividend,  distribution  or right.  Such notice shall be mailed at
     least 10 days prior to the date therein specified.

     (b) A  reclassification  of the Common  Stock  (other  than a change in par
value, or from par value to no par value or from no par value to par value) into
shares of Common  Stock and shares of any other class of stock shall be deemed a
distribution by the Company to the holders of its Common Stock of such shares of
such other class of stock within the meaning of paragraph  (a) above and, if the
outstanding  shares of Common  Stock  shall be changed  into a larger or smaller
number of shares of Common Stock as a part of such reclassification, such change
shall be  deemed  a  subdivision  or  combination,  as the  case may be,  of the
outstanding shares of Common Stock within the meaning of Section F.1.

3.   REORGANIZATION,  RECLASSIFICATION,  MERGER, CONSOLIDATION OR DISPOSITION OF
     ASSETS

     If at any time while this Warrant,  or any portion thereof,  is outstanding
and unexpired, the Company shall reorganize its capital,  reclassify its capital
stock (other than a  combination,  reclassification,  exchange or subdivision of
shares otherwise provided for herein), consolidate or merge with or into another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter

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to receive,  upon exercise of such Warrant  during the Exercise  Period and upon
payment  of the  Exercise  Price,  the  number of shares of common  stock of the
successor  or  acquiring  corporation  or of  Company,  if it is  the  surviving
corporation,  and  Other  Property  receivable  upon  or  as a  result  of  such
reorganization, reclassification, merger, consolidation or disposition of assets
by a holder of the number of shares of Common  Stock for which  this  Warrant is
exercisable immediately prior to such event. In case of any such reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed  appropriate (as determined by resolution of the Board of Directors of
the Company) in order to provide for  adjustments  of shares of Common Stock for
which  this  Warrant  is  exercisable  which  shall be as nearly  equivalent  as
practicable to the  adjustments  provided for in this Section F. For purposes of
this Section F.3, "common stock of the successor or acquiring corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this  Section  F.3  shall   similarly   apply  to  successive   reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

4.   OTHER ACTION AFFECTING COMMON STOCK

     In case at any time or from time to time the Company  shall take any action
in respect of its Common Stock,  other than any action described in this Section
F, then,  unless such action  will not have a material  adverse  effect upon the
rights of the  Holder,  the number of shares of Common  Stock or other stock for
which this Warrant is  exercisable  and/or the purchase  price  thereof shall be
adjusted in such manner as may be equitable in the circumstances.


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.





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J.   REGISTRATION RIGHTS

     1. REGISTRATION ON FORM S-8

     On or before ten (10) calendar days following the Holder's exercise of this
Warrant (the "Required  Filing Date"),  if the Holder desires to sell the Common
Stock  underlying  the Warrant Shares (the  "Registrable  Shares") in the public
securities  markets and in connection  therewith  requests the Company to effect
the  registration  of such  Registrable  Shares under the Securities Act of 1933
(the "Securities Act"), the Company shall file a registration  statement on Form
S-8 under the  Securities Act (the "S-8  Registration  Statement") to effect the
registration of the issuance and resale of the Registrable  Shares and shall use
its best efforts to cause the S-8 Registration  Statement to become effective in
a prompt and timely manner.  In the event that the Company fails to file the S-8
Registration  Statement on or before the Required Filing Date, the Company shall
be required to use its best efforts to promptly  effect the  registration of the
issuance  and resale of all or any portion of the  Registrable  Shares under the
Securities Act at any time, and from time to time,  upon the written  request of
the Holder.

     2.   PIGGYBACK REGISTRATION

     If the Company at any time proposes for any reason to register Common Stock
under the  Securities  Act,  it shall give  written  notice to the Holder of its
intention  to so register  such Common Stock at least 30 days before the initial
filing of such registration  statement and, upon the written request,  delivered
to the Company  within 20 days after delivery of any such notice by the Company,
of the Holder to include in such  registration  the  Registrable  Shares  (which
request shall specify the number of Registrable  Shares  proposed to be included
in such  registration  and shall  state  that the  Holder  desires  to sell such
Registrable Shares in the public securities markets),  the Company shall use its
best  efforts  to cause  all such  Registrable  Shares  to be  included  in such
registration on the same terms and conditions as the securities  otherwise being
sold in such registration.

     4.   EXPENSES.

     All  expenses  incurred  by  the  Company  in  complying  with  Section  J,
including,  without limitation,  all registration and filing fees (including all
expenses  incident to filing with the NASD), fees and expenses of complying with
securities  and blue sky  laws,  printing  expenses,  fees and  expenses  of the
Company's  counsel  and  accountants  and  reasonable  fees and  expenses of the
Holder's Counsel shall be paid by the Company.



K.   MISCELLANEOUS

     1.   NOTICES TO WARRANT HOLDER

     Whenever  the number of shares of Common  Stock for which  this  Warrant is
exercisable,  or whenever the price at which a share of such Common Stock may be
purchased upon exercise of the Warrants,  shall be adjusted  pursuant to Section
F, the Company shall forthwith prepare a certificate to be executed by the chief
financial officer of the Company setting forth, in reasonable  detail, the event
requiring the adjustment and the method by which such adjustment was calculated,
specifying  the  number  of shares of Common  Stock for which  this  Warrant  is
exercisable  and (if such  adjustment  was made  pursuant to Section F.3 or F.4)
describing  the number and kind of any other  shares of stock or Other  Property
for

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which this  Warrant is  exercisable,  and any  change in the  purchase  price or
prices thereof,  after giving effect to such  adjustment or change.  The Company
shall  promptly  cause a signed copy of such  certificate to be delivered to the
Holder in  accordance  with Section K.9. The Company shall keep at its office or
agency  designated  pursuant to Section K.5 copies of all such  certificates and
cause the same to be  available  for  inspection  at said office  during  normal
business  hours  by  the  Holder  or  any  prospective  purchaser  of a  Warrant
designated by the Holder thereof.

     2.   NO IMPAIRMENT

     The  Company  shall  not  by any  action,  including,  without  limitation,
amending its articles of incorporation or through any  reorganization,  transfer
of assets,  consolidation,  merger, dissolution,  issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant,  but will at all times in good faith assist
in the  carrying  out of all such terms and in the taking of all such actions as
may be  necessary  or  appropriate  to protect the rights of the Holder  against
impairment.  Without limiting the generality of the foregoing,  the Company will
take all such  action  as may be  necessary  or  appropriate  in order  that the
Company may validly and  legally  issue fully paid and  nonassessable  shares of
Common Stock upon the exercise of this Warrant,  including taking such action as
is  necessary  for the  Exercise  Price to be not less than the par value of the
shares of Common Stock  issuable upon exercise of this Warrant,  and (b) use its
best efforts to obtain all such authorizations,  exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable
the Company to perform its obligations under this Warrant.

     Upon the  request of the Holder,  the  Company  will at any time during the
period this Warrant is outstanding  acknowledge in writing, in form satisfactory
to the Holder,  the continuing  validity of this Warrant and the  obligations of
the Company hereunder.


     3.   SUPPLYING INFORMATION

     The Company shall  cooperate with the Holder in supplying such  information
as may be  reasonably  necessary  for  the  Holder  to  complete  and  file  any
information  reporting  forms  presently  or  hereafter  required  by  the  U.S.
Securities  and Exchange  Commission  as a condition to the  availability  of an
exemption  from the  Securities  Act for the sale of any  warrant or  restricted
Common Stock.

     4.   LOSS OR MUTILATION

     Upon  receipt  by the  Company  from  the  Holder  of  evidence  reasonably
satisfactory  to it of the  ownership  of and the loss,  theft,  destruction  or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood  that  the  written  agreement  of the  Holder  shall  be  sufficient
indemnity),  and in case of mutilation upon surrender and  cancellation  hereof,
the Company  will execute and deliver in lieu hereof a new Warrant of like tenor
to such Holder;  provided,  in the case of  mutilation,  no  indemnity  shall be
required if this  Warrant in  identifiable  form is  surrendered  to Company for
cancellation.

     5.   OFFICE OF COMPANY

     As  long as any of the  Warrants  remain  outstanding,  the  Company  shall
maintain an office or agency  (which may be the principal  executive  offices of
Company)  where the Warrants  may be presented  for  exercise,  registration  of
transfer, division or combination as provided in this Warrant.

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     6.   FINANCIAL AND BUSINESS INFORMATION

          (a)  Quarterly Information

     To the  extent  the  Company  is not  required  to file  quarterly  reports
(pursuant to the Exchange Act) with the Commission and only if this Warrant,  or
any  portion  thereof,  remains  outstanding,  the Company  will  deliver to the
Holder, as soon as practicable after the end of each of the first three quarters
of the  Company,  and in any  event  within 45 days  thereafter,  one copy of an
unaudited  consolidated  balance sheet of the Company and its subsidiaries as at
the close of such quarter, and the related unaudited consolidated  statements of
income and cash flows of the  Company for such  quarter  and, in the case of the
second and third  quarters,  for the portion of the fiscal year ending with such
quarter,  setting  forth in each case in  comparative  form the  figures for the
corresponding  periods in the previous  fiscal year.  Such financial  statements
shall be prepared by the Company in  accordance  with GAAP  (without  period-end
adjustments or footnotes) and accompanied by the  certification of the Company's
chief  executive   officer  or  chief  financial  officer  that  such  financial
statements  are  complete  and  correct  and  present  fairly  the  consolidated
financial position,  results of operations and cash flows of the Company and its
subsidiaries as at the end of such quarter and for such year-to-date  period, as
the case may be.

          (b)  Annual Information

     To the extent the Company is not required to file annual reports  (pursuant
to the  Exchange  Act)  with the  Commission  and only if this  Warrant,  or any
portion thereof, remains outstanding, the Company will deliver to each Holder as
soon as practicable after the end of each fiscal year of the Company, and in any
event within 90 days thereafter, one copy of:

          (i) an  audited  consolidated  balance  sheet of the  Company  and its
     subsidiaries as at the end of such year, and

          (ii) audited  consolidated  statements of income and cash flows of the
     Company and its subsidiaries  for such year;  setting forth in each case in
     comparative form the figures for the corresponding  periods in the previous
     fiscal  year,  all  prepared in  accordance  with GAAP,  and which  audited
     financial  statements shall be accompanied by (i) an opinion thereon of the
     independent certified public accountants regularly retained by the Company,
     or any other firm of independent certified public accountants of recognized
     national  standing  selected  by the  Company  and  (ii) a  report  of such
     independent  certified  public  accountants  confirming any adjustment made
     pursuant to Section F during such year.

          7.   LIMITATION OF LIABILITY

     No provision hereof, in the absence of affirmative  action by the Holder to
purchase  shares of Common  Stock,  and no  enumeration  herein of the rights or
privileges of the Holder hereof, shall give rise to any liability of such Holder
for the purchase  price of any Common Stock or as a stockholder  of the Company,
whether  such  liability  is  asserted  by the  Company or by  creditors  of the
Company.





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          8.   NONWAIVER AND EXPENSES

     No  course  of  dealing  or any  delay or  failure  to  exercise  any right
hereunder on the part of the Holder  shall  operate as a waiver of such right or
otherwise  prejudice  the Holder's  rights,  powers or remedies.  If the Company
fails to comply with any  provision of this  Warrant,  the Company  shall pay to
Holder  such  amounts  as shall be  sufficient  to cover any costs and  expenses
including,  but not limited to, reasonable  attorneys' fees,  including those of
appellate proceedings, incurred by Holder in enforcing any of its rights, powers
or remedies hereunder.


          9.   NOTICE GENERALLY

     Any notice, demand, request, consent,  approval,  declaration,  delivery or
other  communication  hereunder to be made  pursuant to the  provisions  of this
Warrant shall be sufficiently  given or made if in writing and either  delivered
in person with receipt  acknowledged  or sent by registered  or certified  mail,
return  receipt  requested,  postage  prepaid,  or by telecopy and  confirmed by
telecopy answerback, addressed as follows:

            (a)      If to the Holder of Warrant Shares, at

                     Condor Consulting LLC
                     1001 Connecticut Avenue, N.W.
                     Suite 1035
                     Washington, D.C. 20036
                     Attention:  General Counsel

its last known  address  appearing on the books of Company  maintained  for such
purpose.

            (b)      If to the Company, at

                     Clements Golden Phoenix Enterprises, Inc.
                     3135 SW Mapp Road
                     Palm City, FL 34990
                     Attention:  General Counsel

                     with a copy to:

                     Mintmire & Associates
                     265 Sunrise Avenue
                     Suite 204
                     Palm Beach, FL 33480
                     Attn:  Donald F. Mintmire, Esq.

or at such  other  address  as may be  substituted  by  notice  given as  herein
provided.

     The giving of any notice required hereunder may be waived in writing by the
party entitled to receive such notice. Every notice, demand,  request,  consent,
approval, declaration, delivery or other communication hereunder shall be deemed
to have been duly  given or  served on the date on which  personally  delivered,
with receipt acknowledged, telecopied and confirmed by telecopy answerback, or 3
business days after the same

                                       10

<PAGE>



shall  have been  deposited  in the  United  States  mail.  Failure  or delay in
delivering  copies  of  any  notice,  demand,  request,  approval,  declaration,
delivery or other communication to the person designated above to receive a copy
shall in no way  adversely  affect the  effectiveness  of such  notice,  demand,
request, approval, declaration, delivery or other communication.

          10.  AMENDMENTS

     This  Warrant may be modified or amended or the  provisions  hereof  waived
with the written  consent of the Company and the Holder,  provided  that no such
Warrant  may be  modified  or  amended  to reduce the number of shares of Common
Stock for which such  Warrant is  exercisable  or to increase the price at which
such shares may be purchased upon exercise of such Warrant (before giving effect
to any adjustment as provided  therein) without the prior written consent of the
Holder thereof.

          11.  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.




                            [SIGNATURE PAGE FOLLOWS]





                                       11

<PAGE>



     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.



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



DATED: September 15, 2000



ATTEST:

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




                                       12

<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 $2.00 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)





                                        I

<PAGE>


FORM OF ASSIGNMENT


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.


                                       II