EXHIBIT 4.8 PROMISSORY NOTEPromissory Note • November 19th, 2001 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments • Florida
FOR VALUE RECEIVED, Clements Golden Phoenix Enterprises, Inc., a Florida corporation, with its principle offices located at 3135 S.W. Mapp Road, Palm City, FL 34990 ("Borrower"), promises to pay to the order of Joseph Rizzuti, with his principle address at __________________________________ ("Lender"), ON DEMAND the sum of Fifty Thousand Dollars ($50,000.00) with interest from and after the date hereof, at the rate of ten percent (10%) per annum.
EXHIBIT 10.9 COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 20th, 2001 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments • Florida
ARTICLE I DEFINITIONSRegistration Rights Agreement • February 20th, 2001 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments • Florida
EXHIBIT 4.5 This Note, and the securities issuable upon the conversion of this Note, 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...Convertible Note • February 20th, 2001 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments • Florida
EXHIBIT 2.1 THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN...Agreement for the Exchange of Common Stock • January 12th, 2000 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments
EXHIBIT 10.4 OFFICE LEASE THIS LEASE is made between Edward M. Sellian hereafter called "Lessor", whose address for purposes of notice under this lease is 6794 SE Isle Way, Stuart, Florida 34996, and Clements Citrus Sales of Florida, hereafter called...Office Lease • July 12th, 2000 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments • Florida
AGREEMENTDistribution Agreement • November 19th, 2001 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments • Florida
July 24, 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,...Warrant Agreement • November 19th, 2001 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments • Florida
EXHIBIT 10.16 AGREEMENTEmployment Agreement • August 20th, 2001 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments
This Note, and the securities issuable upon the conversion of this Note, 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...Convertible Note • July 16th, 2001 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments • Florida
EXHIBIT 10.3 Clements Brands Distribution Agreement Party A: Clements Citrus Sales of Florida P.O. Box 2594 Stuart, Florida, USA Tel: 561-219-0132 Fax: 561-219-3712 Party B: Qinhuangdao Ruthersoft 116 Haiyang Road, Haiyang District, Qinhuangdao...Distribution Agreement • July 12th, 2000 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments
EXHIBIT 10.2 Golden Phoenix Brand Frozen Concentrated Orange Juice Distribution Agreement Party A: Clements Citrus Sales of Florida P.O. Box 2594 Stewart, Florida, USA Tel: 561-219-0132 Fax: 561-219-3712 Party B: Hongrun Trade Co., Ltd. No. 11, Zhi Gu...Distribution Agreement • July 12th, 2000 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments
Import Agency Contract This Import Agency Contract (this "Contract") is entered into on ________________, ________ between the following parties: Party A: Clements Citrus Sales of Florida, Inc. PO Box 2594 Stuart, Florida, USA Tel: 1-561-219-0132 Fax:...Import Agency Contract • July 16th, 2001 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments
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...Sales and Marketing Contract • November 14th, 2000 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2001 • Clements Golden Phoenix Enterprises Inc • Non-operating establishments
