AGREEMENT




     THIS  AGREEMENT is made and entered into this 7th day of November,  2001 by
and between Clements Golden Phoenix Enterprises, Inc., 3135 S.W. Mapp Road, Palm
City, FL 34990 ("CGPE") and Paradise Water and Juice Co., Inc.,  17770 S.W. 367A
Avenue, RD, Ocala, FL 34473 ("Paradise"),

                               W I T N E S S E T H

     Whereas,  Paradise,  directly  and  through its  distributors,  dealers and
independent  retail  outlets,   (including  vendor  supply  contracts  with  the
governments  of the United  States  and  foreign  countries)  intends to provide
consumer goods and products to domestic and foreign markets; and

     Whereas,  CGPE is presently  engaged in the business of providing fresh and
concentrate  citrus  juice as well as fresh  citrus  fruit  products  to foreign
markets; and

     Whereas,  Paradise intends to have CGPE be its sole and exclusive  supplier
of certain  consumer  goods and products  more  specifically  identified  below,
subject to the terms and conditions of this Agreement; and

     Whereas,  CGPE is  ready,  willing  and able to be the  sole and  exclusive
supplier to Paradise of the consumer  goods and  products  needed or required by
Paradise, subject to the terms and conditions of this Agreement.

     Now  Therefore,  in  consideration  of the sum of Ten Dollars  ($10.00) and
other good and



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valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged,  and in further  consideration of the mutual  covenants  contained
herein, the parties, intending to be legally bound, hereby as follows:

1. Recitals. The above recitals are true and correct.


2.  Authority  to Enter into  Agreement.  CGPE and  Paradise  each  warrant  and
represent  to the other that each  entity has the power and  authority  to enter
into this  Agreement and to be bound by the terms and  conditions  thereof.  The
respective  boards of directors  of CGPE and Paradise  have or will have adopted
the appropriate  resolutions with respect to this Agreement and the president of
each entity has or will have the authority to sign on behalf of each party.

3. Duration of  Agreement/Renewal.  This  Agreement will have an initial term of
three (3) years  commencing  on the date that the  Agreement  is last  signed by
either party. If the parties  mutually agree,  the Agreement may be extended for
an additional term of five (5) years commencing on the third anniversary date of
the  Agreement.  A decision  by the parties to extend the  Agreement  beyond the
initial term must be in writing prior to the expiration of the initial term.

4. Specific Consumer Goods and Products to be Supplied by CGPE to Paradise. CGPE
agrees to provide Paradise,  during the term of this Agreement and any extension
thereof,  on a sole and  exclusive  supplier  basis,  the following  items:  (a)
purified bottled water; (b) flavored  bottled water; (c)  ready-to-drink  orange
and other fruit juices; (d) dried fruits,  including  cranberries,  blueberries,
apples,  strawberries  and cherries.  The parties may, from time to time, add or
delete products depending upon costs of products, availability and circumstances
or conditions beyond the control of either party.

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5. Containers and Packaging/Labeling. The beverage containers and food packaging
will be in an  end-user,  consumer  format  standard to the  industry for retail
water,  juice and dried food products.  Any variation or change in containers or
packaging must be by mutual agreement of the parties.

     Labeling  design and product  name will be the  responsibility  of Paradise
subject to any and all applicable  United States and foreign laws,  regulations,
disclosures  and  requirements  with respect to the  beverages and food products
which are the subject of this Agreement.  CGPE reserves the right to approve any
labeling which uses or refers to any proprietary, trademarked or registered name
or logo belonging to CGPE.

6.  Initial  Pricing/Shipping/Duties  &  Tariffs.  The  initial  pricing  of the
beverages  and food  products to be supplied by CGPE to Paradise and the initial
quantities  of each are  attached  hereto and made a part hereof as Exhibit "A".
All prices  are FOB the point of  production  and  packaging  of the  respective
products.  Shipping,  at actual cost to CGPE, will added to the FOB price plus a
charge of $250.00 per container for freight forwarding services provided by CGPE
and/or its shipping agent. All prices are United States dollars.

     Any and all duties and tariffs  incurred  by  Paradise  in any  domestic or
foreign  market  in  which  Paradise   transacts   business  will  be  the  sole
responsibility  of Paradise  with respect to any and all  beverages and products
supplied by CGPE.

     It is  expressly  agreed  and  understood  by  Paradise  and CGPE  that the
beverages  and food products as well as the prices and  quantities  set forth in
this Agreement  (including  any Exhibits) are solely  applicable to the existing
contract and any renewal  thereof that  Paradise has or may have with the United
States government. These prices are the actual


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prices upon which Paradise will perform its obligations under the said contract.
In the event Paradise obtains other retail customers, the quantities and pricing
are subject to adjustment by CGPE.


7. Commission Due Paradise or its Designated  Agent.  Paradise shall be entitled
to receive a fee or  commission  equal to ten percent  (10%) of the gross profit
realized from the sale of any and all beverages and food products based upon the
price  structure set forth in this Agreement  (including  any Exhibits  attached
hereto).  This fee or  commission  is to be deducted by Paradise upon receipt of
any payment for the beverages and/or food products with the balance of the funds
received by Paradise to be remitted  directly to CGPE.  Paradise  has elected to
designate  Michael  Spieles,  1150 S.E.  Federal Hwy.,  Stuart,  FL 34994 as its
authorized local agent or representative to receive any such fees or commissions
for or on behalf of Paradise.

8. Renewal by Paradise of existing United States Government  Contract.  Paradise
has represented to CGPE that it has an existing  contract with the United States
government to supply  beverages and food products to the armed forces  personnel
stationed in Guam and other islands in the western  Pacific ocean.  Paradise has
renewed or is in the process of  renewing  this  contract  and  therefore,  this
Agreement  being  executed by CGPE in reliance upon the existence and renewal of
the contract that Paradise has with the United States  government.  In the event
the said  contract is not renewed or is otherwise no longer in force and effect,
CGPE reserves the sole and absolute right to unilaterally cancel this Agreement.

     Pending the renewal of this  contract,  Paradise  shall not be permitted to
negotiate with any other supplier and CPGE shall not be permitted to contact any
United States  government  procurement  office with respect to the beverages and
products described in this Agreement.

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9. Cancellation/Penalty Payment. Either party may cancel this Agreement upon one
hundred-  twenty (120) days written notice to the other,  with or without cause.
In the event this Agreement is profitable to both parties and Paradise elects to
cancel the Agreement, then Paradise will make a penalty payment to CGPE equal to
the gross profit realized by CGPE for the twelve (12) months  preceding the date
of cancellation or the sum of two hundred-fifty  thousand dollars  ($250,000.00)
whichever amount is greater.  If, at the time either party elects to cancel, the
Agreement is not  profitable to either party,  then no penalty  payment shall be
due to or from either party.

10.  Travel  and  Administrative   Expenses.   Paradise  shall  be  entitled  to
reimbursement  from  CGPE for  reasonable  travel  and  administrative  expenses
associated  with (a) the performance of the contract,  and any renewal  thereof,
that Paradise has with the United States Government;  and (b) the development by
Paradise of new customers and/or  contracts.  CGPE reserves the right to loan or
advance  funds  to  Paradise  for  these  costs  and  expenses,  subject  to the
submission   by  Paradise  to  CGPE  of  all  receipts  for  any  and  all  such
expenditures.

11. Construction of Bulk Processing Facility. Paradise has disclosed to CGPE its
intention to develop and construct a bulk  processing  facility on Guam or other
location. In the event Paradise is able to construct any such facility, CGPE, by
this  Agreement,  shall have the right of first refusal to provide bulk beverage
and food products to this facility.  If the terms,  prices and conditions of any
such future supply  agreement  submitted by CGPE are not competitive  with other
proposals  received  by Paradise at that time,  then  Paradise  shall be able to
obtain any bulk supplies from an alternative source.

12. Notices. All notices,  requests,  consents and other communications required
or permitted to


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be given  under this  Agreement  will be in  writing  (including  facsimile  and
telecopy) and shall be sent by certified mail,  postage prepaid,  return receipt
requested,  or shall be hand  delivered or  delivered  by a recognized  national
overnight courier service, or shall be sent by electronic communication (whether
by facsimile or telecopy), addressed as follows:

If to Paradise:

Fred Harney, President
Paradise Water and Juice Co., Inc.
17770 S.W. 367A Avenue RD
Ocala, FL 34473
(352) 245-6683

If to CGPE:

Joseph R.Rizzuti, Chairman & COO
Clements Golden Phoenix Enterprises, Inc.
3135 S.W. Mapp Road.
Palm City, FL 34990
(561) 219-0132
(561) 219-3712 facsimile

or to any other  address or  addresses as any party may  designate  from time to
time by notice given in accordance with this paragraph.

     Any such  notice will be deemed  delivered:  (a) on the date upon which the
return  receipt is signed or delivery is refused or the notice is  designated by
the U.S. Postal Service as not deliverable, as the case may be if mailed; (b) on
the date  delivered  by  personal  delivery;  (c) on the date of  delivery  by a
recognized   national  overnight  courier  service,   or  (d)  on  the  date  of
transmission if sent by electronic communication.

     The  delivery  to or receipt by  parties,  other  than and in  addition  to
Paradise  or  CGPE,  of  copies  of  any  notice,   request,   demand  or  other
communication  hereunder  is merely an  accommodation  and is not  necessary  or
required to make  effective  the actual giving or receipt by either party of any
notice, request, demand or other communication.

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13.  Waivers.  The  failure  or  delay  of any  party  at any  time  to  require
performance by another party of any provision of this Agreement shall not affect
the  right of such  party  thereafter  to  require  performance  of the  subject
provision or to exercise any right, power or remedy hereunder. The waiver by any
party of any breach of any provisions of this  Agreement  shall not be construed
as a waiver of any continuing or succeeding  breach of said provision,  a waiver
of said  provision,  or a waiver  of any  right,  power  or  remedy  under  this
Agreement.

14. Time of the Essence.  Time is of the essence with respect to each  provision
of this  Agreement  that  requires  action to be taken by either  party within a
stated time period or upon a specified date.

15.  Attorneys' fee and costs. In connection with any litigation  arising out of
or in connection with this Agreement,  the prevailing party shall be entitled to
recover as costs all its expenses incurred in connection  therewith,  including,
without limitation, reasonable attorneys' fees at the trial and appellate levels
and arising as a result of declaratory action.

16.  Assignment.  This Agreement may not be assigned by either party without the
express  written consent of the other,  which consent shall not  unreasonably be
withheld.

17.  Binding  Effect.  This  Agreement  shall be  binding  upon and inure to the
benefit of the parties and their  respective legal  representatives,  successors
and permitted assigns.

18. Entire  Agreement.  This Agreement  incorporates  and merges all agreements,
understandings, promises, covenants, conditions, representations and warranties,
whether oral or written,  between the parties with respect to the subject matter
hereof. No claimed modification of this Agreement shall be effective and binding
unless such  modification is in writing and duly executed by the party sought to
be charged therewith.


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19.  Governing  Law.  All  aspects of this  Agreement  shall be  governed by and
construed  and  enforced  in  accordance  with the laws of the State of Florida,
without regard to principles of conflict of laws.



20. Counterparts.  This Agreement may be executed in several counterparts,  each
of which shall be deemed an original,  and all such counterparts  together shall
constitute one and the same instrument.

21.  Jurisdiction and Venue. The parties  acknowledge that a substantial portion
of negotiations and anticipated  performance of this Agreement occurred or shall
occur in Martin  County,  Florida  and that,  therefore,  without  limiting  the
jurisdiction or venue of any other federal or state courts,  each of the parties
irrevocably and  unconditionally (a) agrees that any suit, action or other legal
proceeding  arising out of or relating to this Agreement shall be brought in the
courts of record of the State of Florida in Martin  County;  (b) consents to the
jurisdiction of each such court in any such suit, action or proceeding;  and (c)
waives any objection  which it may have to the laying of venue of any such suit,
action or proceeding in such court. This provision shall survive the termination
of this Agreement.

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
day and year first set forth above.



                            Paradise Water and Juice Co., Inc.

                            By:/s/ Fred Harney, Pres.
                              -------------------------------------
                                 Its: President



                            Clements Golden Phoenix Enterprises, Inc.

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


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