EXHIBIT 4.10

This  Warrant,  and the  securities  issuable upon the exercise of this Warrant,
have not been  registered  under the  Securities  Act of 1933,  as amended  (the
"Act") or  applicable  state law and may not be sold,  transferred  or otherwise
disposed  of unless  registered  under the Act and any  applicable  state act or
unless the Company is satisfied that this Warrant and the underlying  securities
may be transferred without registration under the Act.

                                                              September 28, 2001

                    CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.

                    Redeemable Common Stock Purchase Warrant

                               NO EXPIRATION DATE

     FOR VALUE RECEIVED,  Clements Golden Phoenix  Enterprises,  Inc., a Florida
corporation  (the  "Company"),  promises  to issue in the name of,  and sell and
deliver to, Antonio Doria, (the "Holder"), or the Holder's registered transferee
or assignee (also the "Holder"),  a certificate or certificates for an aggregate
of two hundred fifty thousand  (250,000)  shares (the "Shares") of common stock,
$0.0001 par value per share (the "Common  Stock"),  of the  Company,  (i) at any
time after September 28, 2001 without expiration (the "Exercise  Period"),  upon
payment  therefore  of $0.25 per Share in lawful  funds of the United  States of
America.

1.  Exercise of the Warrant.  In case the Holder of this Warrant shall desire to
exercise  this  Warrant in whole or in part,  the Holder  shall  surrender  this
Warrant,  with the form of exercise notice on the last page hereof duly executed
by the Holder, to the Company,  accompanied by payment of the Exercise Price per
Warrant.

(a) This  Warrant may be  exercised  in whole or in part but not for  fractional
Shares.  In case of the  exercise in part only,  the Company will deliver to the
Holder a new  Warrant  of like tenor in the name of the  Holder  evidencing  the
right to  purchase  the number of Shares as to which this  Warrant  has not been
exercised.

(b) As used herein "Per Share Warrant Value" shall mean the difference resulting
from  subtracting  the Exercise  Price from the bid price of one share of Common
Stock on the trading day next preceding the Date of Exercise.

(c) As used herein "Date of Exercise"  shall mean the date that the advance copy
of the Form of Exercise  set forth  herein is sent by  facsimile to the Company,
provided  that the  original  Warrant and Form of Exercise  are  received by the
Company  within  three (3)  business  days.  If the Warrant  Holder has not sent
advance notice by facsimile, the Date of Exercise shall be the date the original
Form of Exercise is received by the Company.



1

<PAGE>




2. Covenants of the Company.  The Company hereby covenants and agrees that prior
to the expiration of this Warrant by exercise or by its terms:

(a) The  Company  shall at all  times  reserve  and keep  available,  out of its
authorized and unissued  share capital,  solely for the purpose of providing for
the  exercise,  forthwith  upon the request of the Holder of the  Warrants  then
outstanding and in effect, such number of shares of Common Stock, as shall, from
time to time, be sufficient for the exercise of the Warrants. The Company shall,
from time to time, in accordance with the laws of the State of Florida, increase
the  authorized  amount of its share capital if at any time the number of shares
of Common Stock  remaining  unissued and unreserved for other purposes shall not
be  sufficient to permit the exercise of the Warrants  then  outstanding  and in
effect.

(b) The Company covenants and agrees that all shares that may be issued upon the
exercise of the rights  represented  by this Warrant  will,  upon  issuance,  be
validly issued,  fully paid and non- assessable,  and free from all taxes, liens
and charges with respect to the issue thereof.

3. Loss,  Theft,  Destruction or  Mutilation.  In case this Warrant shall become
mutilated or defaced or be destroyed,  lost or stolen, the Company shall execute
and deliver a new Warrant in exchange for and upon surrender and cancellation of
such  mutilated or defaced  Warrant or in lieu of and in  substitution  for such
warrant so destroyed,  lost, or stolen,  upon the Holder of such Warrant  filing
with the Company such evidence  satisfactory to it that such Warrant has been so
mutilated,  defaced,  destroyed,  lost or stolen and of the ownership thereof by
the  Holder;  provided,  however,  that  the  Company  shall be  entitled,  as a
condition to the execution and delivery of such new Warrant, to demand indemnity
satisfactory  to it and payment of expenses and charges  incurred in  connection
with the  delivery of such new  Warrant,  and may demand a bond from the Holder.
Any Warrant so surrendered to the Company shall be canceled.

4. Record Owner. At the time of the surrender of this Warrant, together with the
form of subscription  properly  executed and payment of the Exercise Price,  the
person exercising this Warrant shall be deemed to be the Holder of record of the
Common   Stock   deliverable   upon  such   exercise,   in  whole  or  in  part,
notwithstanding  that the stock  transfer  books of the  Company  shall  then be
closed  or that  certificates  representing  such  securities  shall not then be
actually delivered to such person.

5.  Mailing of  Notices,  etc.  All notices  and other  communications  from the
Company to the Holder of this Warrant shall be mailed by first-class  registered
or certified mail, return receipt  requested,  potage prepaid,  to the Holder at
the address set forth in the records of the  Company,  or to such other  address
furnished  to the  Company  in  writing  from time to time by the Holder of this
Warrant.

6.  Registration  Under the  Securities  Act of 1933,  as amended.  Neither this
Warrant nor the Shares  underlying it have been registered  under the Securities
Act of 1933,  as amended (the  "Act"),  nor does any  obligation  by the Company
exist to register this warrant nor the Shares underlying it.



2

<PAGE>



Unless and until  registered  under the Act,  this  Warrant and all  replacement
Warrants shall bear the following legend:

This  Warrant,  and the  securities  issuable upon the exercise of this Warrant,
have not been  registered  under the  Securities  Act of 1933,  as amended  (the
"Act") or  applicable  state law and may not be sold,  transferred  or otherwise
disposed  of unless  registered  under the Act and any  applicable  state act or
unless the Company is satisfied  that this Warrant and the underling  securities
may be transferred without registration under the Act.

The Shares  issuable upon exercise of this Warrant shall be Rule 144  restricted
shares (the "Restricted Securities").

7. Antidilution Provision.  The Exercise Price in effect from time to time shall
be, subject to adjustment in accordance with the provisions of this Section 7.

(a) Adjustments for Stock Splits and  Combinations.  If the Company shall at any
time or from time to time  after the date  hereof,  effect a stock  split of the
outstanding  Common Stock, the applicable  Exercise Price in effect  immediately
prior to the stock split shall not be proportionately decreased. However, if the
Company  shall at any time or from time to time after the date  hereof,  combine
the outstanding shares of Common Stock, the applicable  Exercise Price in effect
immediately prior to the combination  shall be  proportionately  increased.  Any
adjustments  under this Section 7(a) shall be effective at the close of business
on the date the combination occurs.

(b) Adjustments for Certain Dividends and Distributions. If the Company shall at
any time or from time after the date hereof,  make or issue or set a record date
for the  determination of holders of Common Stock entitled to receive a dividend
or other  distribution  payable  in shares of Common  Stock,  then,  and in each
event, the applicable  Exercise Price in effect  immediately prior to such event
shall be  decreased  as of the time of such  issuance  or, in the  event  such a
record  date shall have been  fixed,  as of the close of business on such record
date, by  multiplying,  as  applicable,  the  applicable  Exercise Price then in
effect by a fraction;

(i) the  numerator  of which shall be the total number of shares of Common Stock
issued and  outstanding  immediately  prior to the time of such  issuance or the
close of business on such record date; and

(ii) the  denominator  of which  shall be the  total  number of shares of Common
Stock issued and outstanding  immediately  prior to the time of such issuance or
the close of  business  on such  record date plus the number of shares of Common
Stock issuable in payment of such dividend or distribution.

(c) Adjustment for Other  Dividends and  Distributions.  If the Company shall at
any time or from  time to time  after  the date  hereof,  make or issue or set a
record date for the determination of holders of Common Stock entitled to receive
a dividend or other  distribution  payable in other than shares of Common Stock,
then, and in each event, an appropriate  revision to the Exercise Price shall be
made



3

<PAGE>



and provision  shall be made (by adjustments of the Exercise Price or otherwise)
so that the holder of this Warrant  shall  receive  upon  exercise  thereof,  in
addition to the number of shares of Common Stock receivable thereon,  the number
of  securities  of the Company  which they would have  received had this Warrant
been exercised on the date of such event and had  thereafter,  during the period
from the date of such event to and  including  the date  hereof,  retained  such
securities (together with any distributions payable thereon during such period),
giving  application to all adjustments  called for during such period under this
Section 7(c) with respect to the rights of the holders of the Warrant.

(d) Adjustments for  Reclassification,  Exchange or Substitution.  If the Common
Stock  issuable  upon  exercise of this Warrant at any time or from time to time
after the date  hereof  shall be changed  into the same or  different  number of
shares of any class or classes of stock, whether by reclassification,  exchange,
substitution or otherwise  (other than by way of a stock split or combination of
shares or stock  dividends  provided  for in  Sections  7(a),  (b) and (c), or a
reorganization, merger, consolidation, or sale of assets provided for in Section
7(e),  then, and in each event,  an  appropriate  revision to the Exercise Price
shall by made and provisions shall be made (by adjustments of the Exercise Price
of otherwise) so that the holder of this Warrant shall have the right thereafter
to exercise  such  Warrant into the kind and amount of shares of stock and other
securities  receivable upon  reclassification,  exchange,  substitution or other
change,  by  holders  of the  number of shares of Common  Stock  into which such
Warrant might have been exercised  immediately  prior to such  reclassification,
exchange,  substitution  or other change,  all subject to further  adjustment as
provided herein.

(e) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If
at any time or from time to time after the date hereof  there shall be a capital
reorganization of the Company (other than by way of a stock split or combination
of shares or stock dividends or distributions provided for in Section 7(a), (b),
and (c), or a reclassification,  exchange or substitution of shares provided for
in  Section  7(d),  or a merger or  consolidation  of the  Company  with or into
another  corporation,  or the sale of all or substantially  all of the Company's
properties or assets to any other person, then as a part of such reorganization,
merger,  consolidation,  or sale, an appropriate  revision to the Exercise Price
shall be made and provision  shall be made (by adjustments of the Exercise Price
or otherwise) so that the holder of this Warrant shall have the right thereafter
to convert  this  Warrant  into the kind and amount of shares of stock and other
securities  or property of the Company or any  successor  corporation  resulting
from such reorganization,  merger, consolidation,  or sale, to which a holder of
Common Stock deliverable upon conversion of such shares would have been entitled
upon such reorganization,  merger, consolidation,  or sale, to which a holder of
Common Stock deliverable upon conversion of such shares would have been entitled
upon such  reorganization,  merger,  consolidation,  or sale.  In any such case,
appropriate  adjustment  shall be made in the  application  of the provisions of
this  Section  7(e) with  respect to the rights of the  holders of this  Warrant
after the  reorganization,  merger,  consolidation,  or sale to the end that the
provisions of this Section 7(e)  (including  any  adjustment  in the  applicable
conversion  ratio  then in  effect  and the  number  of shares of stock or other
securities  deliverable  upon conversion of this Warrant) shall be applied after
that event in as nearly an equivalent manner as may be practicable.

8. Laws of the State of Florida.  This Warrant shall be governed by, interpreted
under and construed in all respects in accordance with, the laws of the State of
Florida, irrespective of the place of domicile or residence of any party.



4

<PAGE>



9. Entire Agreement and Modification. The Company and the Holder of this Warrant
hereby  represent  and warrant that this Warrant is intended to and does contain
and embody all of the understandings  and agreements,  both written and oral, of
the parties hereto with respect to the subject matter of this Warrant,  and that
there exists no oral agreement or understanding, express or implied, whereby the
absolute,  final and unconditional character and nature of this Warrant shall be
in any way invalidated,  empowered or affected.  A modification or waiver of any
of the terms,  conditions or provisions of this Warrant shall be effective  only
if made in writing and executed with the same formality as this Warrant.




5

<PAGE>



                                FORM OF EXERCISE




The  undersigned  hereby  irrevocably  elects to exercise  the  purchase  rights
represented  by this Warrant for, and to purchase  thereunder,  Shares of Common
Stock,  $0.0001 par value per share,  of Clements  Golden  Phoenix  Enterprises,
Inc., and herewith makes payment of $ per Share, or a total of $ therefore,  and
request that such Shares be issued to:



(print name)


---------------------------------
(address)

---------------------------------
(social security number)

Dated:

(signature  must  conform in all  respects to name of Holder as specified on the
face of this Warrant)





















6

<PAGE>



                               FORM OF ASSIGNMENT




FOR VALUE RECEIVED,  the undersigned hereby sells,  assigns,  and transfers unto
the right  represented  by this Warrant to Shares of Common  Stock,  $0.0001 par
value per Share of  Clements  Golden  Phoenix  Enterprises,  Inc.  to which this
Warrant relates,  and appoints , attorney to transfer said right on the books of
the Company with full power of substitution in the premises.


Dated:

(signature  must  conform in all  respects to name of Holder as specified on the
face of this Warrant)































7

<PAGE>





     IN WITNESS  WHEREOF,  the  Company,  by its duly  authorized  officer,  has
executed this Warrant this 28 day of August 2001.





Attest:                              Clements Golden Phoenix Enterprises, Inc.

Ronald Puglise, Jr.                  By:/s/ Joseph R. Rizzuti
-------------------------            ------------------------------------------
                                       Joseph R. Rizzuti, Chairman and COO



8