EXHIBIT 10.6
                              CONDOR CONSULTING LLC



                                                      September 15, 2000

         Clements Citrus Sales of Florida, Inc.
         32C S.E. Osceola Street
         Stuart, FL  34994

         Clements Golden Phoenix Enterprises, Inc.
         3135 S.W. Mapp Road
         Palm City, FL  34990

         Gentlemen:

     Condor  Consulting,  LLC ("Condor") is pleased that we have been engaged to
assist  Clements Citrus Sales of Florida,  Inc.  ("Clements") in connection with
certain import/export activities undertaken by Clements. Should Clements request
and Condor agree that additional services be performed in this or other matters,
then the terms of this  engagement  letter  (the  "Agreement")  will govern such
additional  services  unless  different terms are agreed upon by both parties in
writing.

     1. Scope of Services.

     (a)  Marketing  and  Brand  Awareness.  Condor  shall  provide  advise  and
consultation to Clements  regarding the  implementation of a marketing and brand
awareness strategy for the exportation of certain  Florida-grown citrus products
to the Asian Markets (as defined herein).

     (b) Promotion and Event Planning.  Condor shall provide consulting services
and operational  assistance with respect to certain  promotional events (such as
trade shows, industry related conferences,  and in-store promotions) relating to
the  introduction of Clements  products to wholesale and retail consumers in the
Asian markets.

     (c) Government Relations. Condor shall serve as the primary liaison between
Clements and any and all relevant governmental agencies with respect to the sale
and exportation of Clements citrus products to the Asian market.





                                       14

<PAGE>



     1001  CONNECTICUT  AVENUE,  N.W.  * SUITE  1035 *  WASHINGTON,  D.C.  20036
TELEPHONE:   (202)   828-0025  *   FACSIMILE:   (202)   789-4117   FIRM  E-MAIL:
condorllc@aol.com

     (d) Public  Relations.  At the request of Clements,  Condor  shall  provide
corporate  communication  services with respect to Clements Asian  import/export
activities in the Asian Markets. Notwithstanding the foregoing, condor shall not
be responsible for providing  investor  relations nor shareholder  communication
services.

     (e)  Strategic  Research  and  Analysis.  Condor  shall  from  time to time
undertake and provide relevant  strategic  research and analysis with respect to
the contemplated exportation of Clements products to the Asian markets.

     (f) General  Administrative and Operational Support. In connection with the
foregoing  activities  (subparagraphs  a through c) Condor will provide  general
administrative  and operational  support to Clements,  as such support is deemed
reasonable by Condor.

     Notwithstanding  the  foregoing,  Condor  shall not be  required to provide
consulting or operational  assistance  services with respect to the distribution
of goods to be exported by Clements  to the Asian  Markets;  provided,  however,
that Condor may, at its sole discretion,  elect to undertake any such consulting
or operational assistance services.

     2. Exclusive  Representation.  During the term of this Agreement,  Clements
shall not  procure  consulting  and/or  advisory  services  fro any of the Asian
Markets from any competitor of Condor,  without  Condor's prior written consent.
For  purposes  hereof,  the  term  "Asian  Markets"  shall  mean  the  following
countries:  the People's Republic of China (including all special administrative
regions),  Republic of China,  Japan,  Republic of the Philippines,  Republic of
Singapore,  Malaysia,  Kingdom of  Thailand,  Republic of  Indonesia,  Socialist
Republic  of  Vietnam,  Kingdom  of  Cambodia,  Union  of  Burma,  Lao  People's
Democratic Republic,  Republic of India, Islamic Republic of Pakistan,  People's
Republic of Bangladesh, Commonwealth of Australia, and New Zealand (collectively
referred to as the "Asian Markets").

     3. Non-Compete;  Ownership.  During the term of thi Agreement, Condor shall
refrain from providing  consulting  services (as contemplated under Section 1 of
this Agreement) to any Clements Competitor  (hereinafter defined). The foregoing
restriction  contained  in this Section 3 shall be effective on the date of this
Agreement  and shall  remain in effect  for an  uninterrupted  period of two (2)
years following the expiration of this Agreement,  unless earlier  terminated by
the written  agreement of both parties.  Any and all sales  contracts and market
penetration  information  produced  or obtained  by Condor in  conjunction  with
Condor's  performance  under  the  terms  of this  Agreement  shall  remain  the
exclusive property of Clements.  In consideration of the restrictions  contained
in this Section 3, Clements shall pay Condor a

                                       15

<PAGE>



Termination  Fee (as  defined  herein)  in the  event  that  this  Agreement  is
terminated by Clements  prior to second (2nd)  anniversary  of the  Commencement
Date ("Early Termination").  Such Termination Fee shall be fully due and payable
on  the  date  of  such  Early  Termination.   For  purposes  hereof,  the  term
"Termination  Fee" shall mean an amount equal to  One-Hundred  Thousand  Dollars
($100,000) multiplied by the aggregate number of calendar months remaining under
the original term of this Agreement.

     4. Staffing;  Non-Solicitation.  Condor's relationship to Clements shall be
that of an independent contractor. The personnel performing services during this
Agreement shall at all times be under Condor's exclusive  direction and control.
With respect to the provision of services stated in this Agreement, Condor shall
report  exclusively to an appointed  representative of the Board of Directors of
Clements.  During term of this Agreement and for a period of two years following
the second  (2nd)  anniversary  of the  Commencement  Date,  Clements  shall not
directly or  indirectly  attempt to employ or seek to employ an person or entity
who is at that time  employed or engaged by Condor (or any affiliate of Condor),
or  otherwise  directly  or  indirectly  induce  such person to leave his or her
employment or contractual relationship with Condor.

     5.  Fees.  The  hourly  rates  of  consultants  and  othe  members  of  our
professional  staff provide the principal basis for calculating  fees associated
with our provision of consulting  services.  Condor bases these rates on various
factors  which  include  years of  experience,  specialization  in training  and
practice,  and level of professional  attainment.  Condor's current hourly rates
for professional services range between $75 to $300. The current rate for Condor
consultants (such as Shelly Huang) is $125. The rate for Condor senior executive
consultants (such as Mr. Mok) is $300.  Condor reviews these rates  periodically
and makes  the  appropriate  adjustments  from  time to time.  Clements  will be
responsible for the rates in effect at the times that services are provided.

     6. Retainer. During the term of this Agreement, Clements shall pay Condor a
retainer  in an amount  equal to the  minimum of  One-Hundred  Thousand  Dollars
($100,000)  per month (the  "Retainer").  The Retainer for the first (1st) month
during  the term of this  Agreement  shall be paid on the date  hereof,  and all
future  payments shall be made on the first (1st) business day of each following
calendar month occurring  during the term of this Agreement.  Condor may, at its
sole discretion,  apply its monthly fees and expenses  against the Retainer.  In
the event that the Retainer is insufficient to offset any such fees and expenses
("Outstanding Fees"),  Clements shall make immediate payment on such Outstanding
Fees upon receipt of invoice  issued by Condor.  Any unused  portion of Retainer
shall be carried  forward and applied to future  invoices,  provided that Condor
may, at its sole  discretion,  apply any unused portion of the Retainer  against
accrued fees and expenses that would be shown on a subsequent invoice.

     7. Travel  Expenses.  Clements  agrees to prepay  Condor for the  following
travel related expenses:

     (a) Extended Travel. Condor consultants shall be entitled to executive

                                       16

<PAGE>



accommodations   when   traveling  more  than  Five  Hundred  (500)  miles  from
Washington,  D.C. on behalf of Clements.  Such executive  accommodations include
first-class   airfare  on  world-  class   airlines  and  lodging  at  five-star
international hotels.


     (b)  Domestic  Travel.  Condor  consultants  shall be  entitled to business
accommodations   when   traveling  less  than  Five  Hundred  (500)  miles  from
Washington,  D.C. on behalf of Clements.  Such business  accommodations  include
business-class  airfare  on world-  class  airlines  and  lodging  at  five-star
business hotels.

     Prepayment  of the foregoing  expenses  shall occur at least seven (7) days
prior to the anticipated travel assignment.

     8. Invoices. Condor will invoice Clements for all professional services and
expenses  incurred on a monthly basis.  Clements  agrees to make full payment on
any invoiced  fees and expenses  within five (5) business days of receipt of any
such invoice.  Certain "costs and disbursements"  represent out-of-pocket costs,
some  represent an allocation of overhead  costs  associated  with the items and
others  represent a  combination  of both factors.  Other than travel,  lodging,
meals,  and  other  expenses,   all  routine  office   administrative   expenses
(photocopying, courier, etc.) will not be itemized. Clements agrees to reimburse
Condor for any such non-itemized expenses on a monthly basis, at an amount equal
to Five percent (5%) of the accrued consulting fees for any such monthly period.

     9. Revenue Sharing.  During the term of this Agreement,  Clements shall pay
to Condor an amount equal to Five percent (5%) of the gross revenue derived from
the sale of citrus products by Clements to any purchaser  operating in the Asian
Markets.

     (a)  Payments.  Revenue  sharing  payments  shall be made from  Clements to
Condor on a quarterly basis, within thirty (30) days of the end of each calendar
quarter. Overdue payments shall accrue interest at the lesser of 1% per month or
the maximum  allowable  interest under applicable law, from due date until paid,
and the owing party shall pay the owed party's  costs of  collection  (including
reasonable attorney's fees).

     (b) Reporting.  Official copies of quarterly reports shall be provided from
Clements to Condor within thirty (30) days of the close of the quarter.

     (c) Audit Rights. Condor shall have the right, during normal business hours
and upon  reasonable  prior notice,  to audit,  using an independent  accounting
firm, the records of Clements  related to its  performance  under this Agreement
and all  payments due  hereunder  in order to verify that  Clements has paid the
correct amounts due pursuant to this Section 9. Any such audit will be conducted
at Condor's expense, unless the audit reveals and underpayment discrepancy of 2%
or more, in which case Clements shall bear the entire expense of such audit.

                                       17

<PAGE>



     10.  Warrants.  In  consideration of the services to be performed by Condor
pursuant to the terms of this  Agreement,  Clements has agreed to grant Condor a
warrant to  purchase  One Hundred  Thousand  (100,000)  shares of  unrestricted,
fully-registered  common  stock of Clements  Golden  Phoenix  Enterprises,  Inc.
("CGPE") at a purchase  price of $2.00 per share.  Payment of the purchase price
is due in full upon exercise of all or any part of the warrant. Condor may elect
to make payment of the exercise price in cash or by check or by delivery to CGPE
of irrevocable instructions to pay the aggregate purchase price to CGPE from the
sales proceeds.

     11. Term. The term of this Agreement  shall commenc on the date hereof (the
"Commencement  Date")  and shall  remain in effect for a period of two (2) years
following the  Commencement  Date.  Either party has the right to terminate this
Agreement  at any time  with  sixty  (60)  days  written  notice  signed by both
parties.

     12.  Indemnification.  Clements and CGPE  (collectively  referred to as the
"Indemnifying  Party")  shall and hereby  agrees to defend,  indemnify  and hold
harmless Condor and each of its officers,  directors,  employees and agents (for
purposes  hereof,  each an  "Indemnitee")  against and in respect of any damages
arising out of,  resulting from or based upon any claim based on the exportation
or sales  citrus  products  to the  Asian  Markets,  except  to the  extent  the
Indemnitee's  gross  negligence or willful  misconduct  caused such loss,  cost,
claims,   lawsuits  or  demands  for  which  the  Indemnitee  alleges  that  the
Indemnifying  Party is responsible  under this Section 12. The Indemnitee  shall
cooperate  in every  reasonable  matter with the defense or  settlement  of such
claim, demand, or lawsuit. The Indemnifying Party shall not be liable under this
Section 12 for  settlement  by the  Indemnitee  of any claim,  demand or lawsuit
unless the  Indemnifying  Party has approved the settlement in advance or unless
the Indemnifying  Party has approved the settlement in advance or unless defense
of the claim,  demand or lawsuit has been tendered to the Indemnifying  Party in
writing and the Indemnifying Party has failed promptly to undertake the defense.
The Indemnitee may participate in the defense of the matter, with counsel of the
choosing of the Indemnitee, at the cost of the Indemnifying Party.

     13. Acknowledgments.  Condor shall not be obligated to consider any notices
of dispute that are received after the date of this  Agreement,  with respect to
the  amounts  charged and the  services  performed  by Condor  prior to the date
hereof.  Clements  hereby  waives any and all claims it may have against  Condor
from all actions, causes of action, suits, accounts,  contracts, damages, claims
and demands whatsoever,  in law or equity, which Clements ever had, now has, and
hereafter may have against Condor prior to the date of this Agreement.

                                      * * *

     If the  above  terms  of this  engagement  letter  are  acceptable,  please
indicate your  agreement by arranging for the enclosed copy of this letter to be
signed and returned to us,  retaining  this letter for your  records.  Facsimile
signatures are as effective as original  signatures.  This Agreement  supercedes
any prior oral or written agreement between the parties.


                                       18

<PAGE>






         Respectfully,

         CONDOR CONSULTING, LLC



         /s/ Samuel T. Mok
         Samuel T. Mok
         Managing Director

         Agreed to and accepted on September 15, 2000.

         CLEMENTS CITRUS SALES OF FLORIDA, INC.

        By:
         /s/ Joseph R. Rizzuti
         Joseph R. Rizzuti
         Chairman of the Board


         CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.

        By:
         /s/ Henry T. Clements
         Henry T. Clements
         C.E.O.



                                       19