EXHIBIT 10.7

     Sales and Marketing Contract Page 1

                        [Japanese Writing]CLEMENTS Brand
                        Frozen Concentrated Fruit Juices
                          Sales and Marketing Contract

     This  [Japanese  Writing]CLEMENTS  Brand Frozen  Concentrated  Fruit Juices
Sales and Marketing Contract (this Contract") is entered into on October 8, 2000
between the following parties:

Party A:          Clements Citrus Sales of Florida, Inc.
                  PO Box 2594
                  Stuart, Florida, USA
                  Tel: 1-561-219-0132
                  Fax: 1-561-219-3712

Party B:          Tianjin Hongrun Trading Co. Ltd.
                  No. 11 Zhigujie, Hedong District
                  Tianjin, People's Republic of China
                  Tel:  022-24125708
                  Fax:  022-24313798

     Following friendly discussions, Party A and Party B have voluntarily agreed
to set out the terms and conditions of their  cooperation  relating to the sales
and  marketing of [Japanese  Writing]CLEMENTS  Brand Frozen  Concentrated  Fruit
Juices (the "Products") and other related matters as follows:

     1 Scope.

     (a) Party A agrees to appoint Party B, on an independent  contractor basis,
as the [Japanese Writing] CLEMENTS Brand Distributor to handle the distribution,
marketing and sales of the Products in the  following  territory in the People's
Republic of China: Beijing,  Tianjin,  Dalian,  Shenyang,  Chongqing,  Wuhan and
Taiyuan (the "Hongrun  Distribution  Territory").  Party A reserves the right to
accept any customer  orders for the Products and Party B does not have authority
to  accept  orders  on behalf  of Party A.  Party A  acknowledges  that with the
exception of Beijing,  Party B shall be Party A's exclusive  distributor  in the
designated  territory  within the Hongrun  Distribution  Territory.  Party A may
appoint other distributors for Beijing if it so wishes. If Party B's performance
as distributor satisfies the requirements of both Parties, Party A will consider
expanding the distribution  territory designated to Party B. In consideration of
the  appointment as  Distributor by Party A, Party B agrees to purchase  certain
quantities  of the  Products  from Party A and to permit Party A to use Party B?
company   name  and  address  as   Distributor   on  certain   product   labels,
advertisements and displays as set out in Paragraph 3 below.


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     Party B agrees to assist Part A, on an independent contractor basis, in the
preparation and implementation of advertising efforts in the following territory
in the People's  Republic of China:  XXXXXXXXXXXXXXX  (the "Hongrun  Advertising
Territory")  as set out in  Paragraph  4 below.  In  consideration  of Party B's
advertising assistance,  Party A agrees to request its other distributors and/or
marketing agents (if any) of the Products to use Party B, whenever possible,  in
their advertising of the Products in China.

     2  Representations  of Party B. Party B represents  and warrants to Party A
that it is duly  authorized  by the relevant  Chinese  governmental  entities to
engage in the  purchase  and trade of  citrus-related  products,  including  the
distribution,  marketing,  sales and advertising of the Products as provided for
under this Contract.  Party B further  represents and warrants that it possesses
the necessary resources to satisfy its obligations under this Contract.

     3.  Responsibilities  of Party B as  Distributor.  Party B agree to use its
best  efforts to promote the sales of the  Products in the Hongrun  Distribution
Territory at both the wholesale and retail levels. Party B's responsibilities as
Distributor shall include, but are not limited to the following:

     Initial  Purchase  Commitment.
     Within  Thirty (30) days of the execution of this Contract by both Parties,
Party B shall  place an order in writing  with Party A for the  purchase  of the
Products  (the  "Initial  Order") . This Initial  Order shall be to purchase one
40-Foot container of [Japanese Writing] CLEMENTS Brand Frozen Concentrated Fruit
Juices.  Any purchase price and delivery  terms shall be mutually  agreed by the
Parties in writing.

Subsequent Purchase Orders.
     Unless Party A agrees in writing, the size of any subsequent purchase order
placed by Party B shall be at least one 40-Foot container size of the Products.

     (c) Payment Method and Time Limit. Within Sixty (60) day of the date of any
purchase  order,  Party B shall pay the purchase price in full to Party A in the
form of an irrevocable Letter of Credit or by telegraphic transfer ("TT") into a
bank account designated by Party A. During the term of this Contract,  any other
methods of payment must be mutually  discussed by Parties A and B and  confirmed
in writing;

     (d) Sales  Development.  Party B may, at its own costs,  develop customers,
build branch offices and establish  sales  locations to sell the Products within
the Hongrun Distribution Territory;

     (e) Commitment to the [Japanese Writing] CLEMENTS Brand . Without Party A's
written  authorization,  Party B shall  not  sell any  other  brands  of  frozen
concentrated fruit juice or other fruit-related concentrated products.



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     (f)  Territorial  Restrictions.  Without  Party A's written  authorization,
Party  B shall  not  sell  any  Products  outside  of the  Hongrun  Distribution
Territory; and

     (g)  Periodic  Reports.  Party B shall make  periodic  reports of its sales
progress to Party A and assist Party A in making sales forecasts for the Hongrun
Distribution Territory.

     4 Responsibilities of Party B in Providing Advertising Assistance.  Party B
agrees to use its best  efforts  to  assist  Party A in the  advertising  of the
Products within the Hongrun Advertising Territory,  including but not limited to
the following areas:

     (a) Party B shall, in  coordination  with Party A, prepare and implement an
advertising and marketing plan to promote customer and consumer awareness of the
Products in the Hongrun Advertising Territory. The costs of this advertising and
marketing plan shall be shared between Party A and Party B jointly on a basis to
be agreed between the two Parties in writing;

     (b)  Party B shall be  responsible  for  obtaining  the  necessary  Chinese
governmental approval(s) for advertising the Products in the Hongrun Advertising
Territory,  including but not limited to obtaining the relevant  "Food  Products
Advertising Certificate;"

     (c) Party B  irrevocably  agrees to permit  Party A to use Party B? company
name and address as the Distributor on any product labels, advertising displays,
marketing  materials and/or  advertisements  for any [Japanese Writing] CLEMENTS
Brand frozen  concentrated  fruit juice products,  containers  and/or  packaging
intended for the Chinese market for a period of Three (3) years from the date of
this Contract or from the date of any subsequent extension and/or renewal;

     (d) As requested by Party A, Party B shall  "trouble-shoot" any advertising
and marketing problems as related to the Products; and

     (e) Party B agrees that it shall not delegate or subcontract out any of its
responsibilities  and  obligations  under this  Paragraph  and/or this  Contract
unless it has  consulted  with Party A in  advance  and has  received  Party A's
consent in writing.

     5. Responsibilities of Party A.

     (a) Price,  Product  Specifications and Delivery.  Party A agrees to supply
Party B the  Products  on price  and  delivery  terms as may be  agreed  by both
Parties from time to time.  Any shipment of the Products  from Party A must meet
the product  specifications  set out in Attachment  A. This  Attachment A may be
amended by the Parties in writing from time to time.  Party B acknowledges  that
the product  specifications  set out in Attachment A meet or exceed the relevant
Chinese Governmental  requirements  governing imported frozen concentrated fruit
juices as of the date of the  Contract.  Party B undertakes  to promptly  notify
Party  A in  writing  of  any  changes  in  the  relevant  Chinese  Governmental
requirements   for  the  Products  and  both  sides  shall  amend  Attachment  A
accordingly. In general, Party A


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will arrange  shipment of any order within fourteen (14) days of full payment of
the order, unless there is Force Majeure;

     (b) Relating to Quality Control. Party A shall provide the relevant product
information  on quality  standards,  hygiene  inspection  reports and  commodity
inspection  reports in compliance with U.S.  governmental  regulations.  Party A
shall  guarantee that the Products  supplied  pursuant to this Contract meet the
relevant requirements for food hygiene and technical supervision  regulations of
the United States and China.  Party A shall provide  documents and  requirements
for the storage,  transportation  and quality  assurance of the Products so that
Party B may be in strict compliance and to guarantee Products and fruit quality.
Party A shall be responsible for providing  relevant technical quality assurance
and training to Party B; and

     (c)  Relating to  Advertising.  Party A agrees to provide  Party B with the
necessary product  information for use in the advertising and marketing plan set
out in Paragraph 4 above, including appropriate  advertising and promotion items
and related  information  currently used in the U.S.  market.  Party A agrees to
share in the costs of  advertising  and  marketing  the  Products in the Hongrun
Advertising  Territory  on a basis  to be  agreed  between  the two  Parties  in
writing.

     6. Sales and Market Management

     a) Party B shall use its best  efforts to expand the sales of the  Products
within the Hongrun Distribution Territory;

     b) On a regular basis,  Party B shall provide inventory  records,  pricing,
sales and promotions situation reports to Party A;

     c) Party B shall  develop a complete  record of any Products  retailers and
secondary distributor customers;

     d) On a regular basis,  Party B shall provide promotion plans and marketing
expense plans to Party A for examination and approval;

     e) Party A shall be responsible for providing to Party B training  relating
to the business of selling the Products;

     f) Party B shall coordinate with Party A in the area of market management.

     g) Party A has the  responsibilit  to provide to Party B, at no  additional
cost, information about any customers and potential customers within the Hongrun
Distribution Territory.

     7  Product Packaging

     Concentrated Fruit Juice, Frozen


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     Can  Packaging:  46,080 cans (1,920 cases,  1 X 24 12 oz. cans) per 40-foot
Container (about 44,000 lb. in weight)

     Drum Packaging: 55 Gallon Drums (about 600 lb. in weight)

     8. Transportation and Promotion Expenses:

     (a) Destination CIF Tianjin Xingang

     Method of  Transportation:  45 day cold storage shipping  container (by sea
freight) for frozen concentrated fruit juice.

     (b)  Promotion  Expense  Allowance.  After  receipt and  acceptance  of the
Initial Order and subject to Party A's written  approval of an  advertising  and
marketing  budget submitted by Party B which shall include details on the use of
funds ("Budget Approval"),  Party A will provide Thirty-Five Thousand US Dollars
(US$35,000) to Party B as a Promotion Expense  Allowance . In addition,  subject
to the  relevant  Budget  Approval,  Party A will  provide a  Promotion  Expense
Allowance of Fifteen  Thousand US Dollars  (US$15,000)  for the second  purchase
order  placed by Party B. Upon the  relevant  Budget  Approval,  each  Promotion
Expense Allowance will be disbursed according to the following timetable:

     (i)  Within  three (3) days of its  receipt  of the  Irrevocable  Letter of
Credit or payment by TT, Party A will pay 50% of the allowance to an US$ account
designated by Party B; and

     (ii) Within three (3) days of the arrival of the shipment in Tianjin, Party
A will pay 50% of the allowance to an US$ account designated by Party B.

     9. Protection of Intellectual Property Rights. Party B understands that the
Products and Party A's other fruit  products are  marketed  under the  [Japanese
Writing] CLEMENTS  trademark.  Party B acknowledges that the [Japanese  Writing]
CLEMENTS trademark and the corresponding trade dress and advertising and product
promotion  material  are the  exclusive  property  of Party A. Party B shall not
imitate,  infringe or register or cause others to imitate,  infringe or register
the [Japanese Writing] CLEMENTS trademark /trade dress in China or anywhere else
in the  world and  shall  assist  Party A in any  actions  against  unauthorized
infringement of the CLEMENTS  trademark/trade dress. Party B further agrees that
any  intellectual  property rights developed or derived from the advertising and
marketing  plan set out in Paragraph 4 above shall be the exclusive  property of
Party A.

     10. Term of Contract.  This Contract is effective for one yea from the date
of signing of the contract.  It may be renewed annually with the written consent
of both Parties. Notwithstanding the term of this Contract, the permission given
by Party B in Paragraph 4(c) above  regarding the use of its name and address is
valid  for a period of Three (3)  years  from the date of this  Contract  or any
extension and is irrevocable.



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     11. Other Provisions.

     (a)  Any  provision  of  this  Contract  shall  not  be  interpreted  as  a
partnership or joint venture relationship.

     (b) Any changes to this  Contract  shall be  approved by mutual  consent of
both Parties and confirmed in writing.

     (c) This  Contract  shall inure to the  benefit of and be binding  upon the
successors and assigns of the Parties hereof.

     (d) Both  Parties  reaffirm  that they will act in full  compliance  of all
applicable laws and regulations,  including but not limited to the United States
Foreign Corrupt Practices Act.

     (e)  Both  Parties  agree  that  the  subject  matter  and the  rights  and
obligations  set out in this Contract relate to private  commercial  activities.
Each Party shall  irrevocably waive to the fullest extent possible and shall not
claim in any jurisdiction any immunity  (including but not limited to "Sovereign
Immunity")  from any action relating to this Contract taken by one Party against
the other Party.

     (f) Both Parties agree to resolve any dispute  relating to or arising under
this  Contract  through  friendly  discussions.  In the  event  that a  mutually
satisfactory  resolution  cannot be  reached  within  thirty  (30) days  after a
dispute has arisen,  both Parties  agree that any Party may refer any dispute to
arbitration.  Any  arbitration  shall be final and  binding on both  Parties and
shall be  conducted  by a panel of three  arbitrators  in Hong  Kong  under  the
applicable rules of the Hong Kong International  Arbitration Centre according to
the substantive laws of the State of New York, USA, without regard to any choice
of law principles therein.

Party A:                                                      Party B:
CLEMENTS CITRUS SALES                                         TIANJIN HONGRUN
OF FLORIDA, INC.                                              TRADING CO. LTD.
Signature/Company Seal:                                Signature/Company Seal:
                                                       [Company Seal]
/s/ Samuel T. Mok
for Clements Citrus Sales of Florida
to be ratified by ccsf
Board & CEO

Representative:                                        Representative:
                                                       /s/ signature
Date:                                                  Date:
October 8, 2000                                        2000.10.8


/s/ signature
CEO

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                                  ATTACHMENT A


                             PRODUCT SPECIFICATIONS









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