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Exhibit 4(b)

                             SUNCOAST NATURALS, INC.
                           CERTIFICATE OF DESIGNATION
                      SERIES "A" REDEEMABLE PREFERRED STOCK

     Pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation of Suncoast Naturals, Inc. (the "Corporation"),
said Board of Directors acting in a Special Meeting on December 31, 2002 adopted
a Resolution providing for the issuance of 100,000 shares of the Corporation's
Preferred Stock ($.01 par value) designated "Series 'A' Redeemable Preferred
Stock", which Resolution was subsequently approved and ratified by the
Shareholders of the Corporation acting on written consent in accordance with the
provisions of the General Corporation Law of the State of Delaware, and which
Resolution is as follows:

     "RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by the Certificate of Incorporation, the Board of Directors
does hereby provide for and authorize the issuance of 100,000 shares of the
Preferred Stock ($.01 par value) of the Corporation to be designated "Series 'A'
Redeemable Preferred Stock" of the presently authorized but unissued shares of
Preferred Stock. The voting powers, designations, preferences, and relative,
participating, optional or other special rights of the Series "A" Redeemable
Preferred Stock (the "Series A Stock") authorized hereunder and the
qualifications, limitations and restricting of such preferences and rights are
as follows:

     1. Dividends. The holders of the Series A Stock shall be entitled to
receive, in preference to the holders of the Corporation's Common Stock, when,
as and if declared by the Corporation's Board of Directors, annual dividends at
the rate of $.10 per share and no more. Dividends on the Series A Stock shall be
cumulative, and declared but unpaid dividends shall not bear interest.

     2. Voting.  The holders of Series A Stock shall have no voting  rights.  No
other Series or Class of Preferred Stock which may subsequently be designated or
authorized  by the Board of Directors  shall be granted or otherwise be entitled
to any voting rights.

     3. Redemption Right. The Corporation shall have the right to redeem the
shares of Series A Stock at any time following the date of issuance. The
Redemption Price for each share shall be $10.00 per share plus an interest
factor which shall accrue from the date of issuance through the date of
redemption. The interest rate shall be a fixed annual rate equal to the prime
rate announced by Citibank, NA, New York City, on the date of issuance, and may
be payable in cash or accrued until redemption. In the event that all shares are
not put by the holder to the Corporation or redeemed by the Corporation prior to
December 31, 2007, all such shares shall be redeemed by the Corporation at face
value, together with accrued interest, if any, as of that date.

     4. Put Option. On or after March 31, 2003, and for each calendar quarter
thereafter, the holders of Series A Stock shall have the right to put to the
Corporation for redemption that number of shares which equals 50% of any cash
distribution or dividend declared, made or paid by the Corporation in such
calendar quarter to any shareholder of the Corporation, divided by the
redemption price of $10.00 per Share.


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     5. Liquidation, Dissolution, Winding Up. In the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, either voluntarily
or involuntarily, the amount that shall be paid to the holder of each share of
Series A Stock (the "liquidation value" of each share) shall be fixed at the
amount of $10.00 per share and the additional sum representing declared but
unpaid dividends and accrued interest thereon, if any."

Dated:  December 31, 2002

SUNCOAST NATURALS, INC.

By: /s/ William J. Reilly
    ---------------------
    WILLIAM J. REILLY, President

Attest: /s/ Thomas Hagan
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        THOMAS HAGAN, Secretary