CLEMENTS GOLDEN PHOENIX ENTERPRISES INC
10QSB, EX-4.4, 2000-11-14
NON-OPERATING ESTABLISHMENTS
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EXHIBIT 4.4
                                 PROMISSORY NOTE



$50,000.00                                                   Palm Beach, Florida
Maturity: October 28, 2000                                    September 28, 2000
          ----------------

         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 Bonnie K.
Ludlum,  with her principle  address at 3135 S.W. Mapp Road, Palm City, FL 34990
("Lender"),  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,  for a
period of thirty (30) days from September 28, 2000.

         This Note shall be governed by and construed and enforced in accordance
with the laws of the State of Florida.

         GIVEN  under  the  hand of each  party,  the day and year  first  above
written.

BORROWER

/s/ Joseph Rizzuti
Joseph Rizzuti, Chairman and Chief Operating Officer


STATE OF Florida                                )
                                                ) ss.:
COUNTY OF Palm Beach                            )

     The  foregoing  instrument  was  acknowledged  before  me  this  8th day of
November 2000, by Joseph  Rizzuti,  as Chairman and Chief  Operating  Officer of
Clements Golden Phoenix Enterprises,  Inc., who is personally known to me or has
presented the following identification -----------------------.

                                                /s/ Andrea S. Lisi
         My commission expires: 12/6/03         NOTARY PUBLIC

                                                Print Name: Andrea S. Lisi

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