EXHIBIT 10.14

                                 PROMISSORY NOTE

$100,000.00                                                  Palm Beach, Florida
Maturity: Thirty-Three (33) days from date of issuance             Feb 7th, 2001

        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 Donald H. Sturm,
with his principle  address at 2072 Country Club Drive,  Daytona Beach, FL 32124
("Lender"),  the sum of One Hundred Thousand Dollars ($100,000.00) with interest
from and after the date hereof, at the rate of eleven percent (11%) per annum.

         The unpaid  principal  amount of this Note may be converted into shares
of the same or a similar  class of stock as those offered by or sold to Fechtor,
Detwiler  & Co.,  Inc.  and/or  its  investors  as part of a  private  placement
offering to be conducted in 2001 (the "Private Placement").  Should such Private
Placement  not take  place,  conversion  shall  be to  shares  of the  Company's
Restricted Common Stock.

          The "Conversion  Price" shall be a price per share of stock equivalent
to the price per  share of the  Company's  stock  offered  and sold to  Fechtor,
Detwiler & Co.,  Inc.  and/or its  investors  as part of the Private  Placement.
Should such Private Placement not take place, the Conversion Price shall mean an
average of the  closing  bid price for the thirty  (30) days prior to receipt by
the  Company of a  Conversion  Notice as  reported  on any  national  securities
exchange or automated  quotation system. This Conversion Price shall be adjusted
from time to time in connection with any stock split, combination, merger, share
exchange or like transaction.

         For good and valuable  consideration,  the receipt and  sufficiency  of
which is hereby  acknowledged,  the  Company  shall  issue  5,000  shares of its
Restricted  Common Stock to Payee within ten (10)  business days of execution of
this Note.

         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, Chairman and COO
- -------------------------------------------------------------
Joseph Rizzuti, Chairman and Chief Operating Officer
Clements Golden Phoenix Enterprises, Inc.


STATE OF Florida         )
                         ) ss.:
COUNTY OF      Martin    )

         The foregoing  instrument was acknowledged  before me this 6 day of Feb
2001, 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 Florida Driver's License.

                                                   /s/ Edward Horton
                                                   -----------------------
         My commission expires:                    NOTARY PUBLIC
                                                   Print Name:
         [Notary Public Seal]