Exhibit 10(c)


     WARRANT AGREEMENT dated as of May 28, 2003 between Suncoast Naturals, Inc.,
a  Delaware   corporation  (the  "Company")  and  Goldstrand   Investors,   Inc.
(hereinafter referred to variously as the "Holder" or "Goldstrand").

                               W I T N E S E T H:

     WHEREAS,  the Company and Goldstrand have entered into a certain Redeemable
Convertible  Promissory  Note Agreement of even date herewith  (hereinafter  the
"Note"),  pursuant to which  Goldstrand or its designees are entitled to convert
the  $150,000  principal  amount  of the  Note at any  time on or  prior  to the
maturity date thereof into 225,000 shares of the Company's  common stock,  $.001
par value per share ("Common Stock");

     WHEREAS,  Goldstrand  shall have the right at any time from the date hereof
until  December 31, 2003 to exercise  (A)  Warrants for up to 225,000  shares of
Common Stock at a per share exercise  price equal to $.66,  which Warrants shall
be  evidenced by the form of warrant  certificate  (the  "Warrant  Certificate")
attached hereto as Exhibit A, and (B) the right at any time from the date hereof
until December 31, 2008 to exercise  Warrants for up to 100,000 shares of Common
Stock at a per share  exercise  price equal to $1.00,  which  Warrants  shall be
evidenced by the form of Warrant Certificate attached hereto as Exhibit B.

     NOW, THEREFORE, in consideration of the premises, the agreements herein set
forth and other good and valuable consideration,  the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agrees as follows:

     1. Grant and Exercise.  The Holder is hereby  granted the right to purchase
up to 325,000  shares of Common Stock at any time from May 28,  2003,  until the
expiration dates of the respective Warrants.

     The initial  exercise prices per share of the Warrants shall be (subject to
adjustment as provided in Section 8 hereof) as provided in Section 6 hereof.


<PAGE>

     2.  Warrant  Certificates.  The warrant  certificates  delivered  and to be
delivered  pursuant to this Agreement  shall be in the form set forth in Exhibit
A, and Exhibit  attached  hereto and made a part hereof,  with such  appropriate
insertions,  omissions,  substitutions,  and other  variations  as  required  or
permitted by this Agreement.

     3.  Exercise of Warrants.  The Warrants  initially are  exercisable  at the
initial  exercise prices (subject to adjustment as provided in Section 8 hereof)
per share of Common Stock as set forth in Section 6 hereof  payable by certified
or official bank check in New York  Clearing  House funds.  Upon  surrender of a
Warrant Certificate with the annexed Form of Election to Purchase duly executed,
together  with payment of the Exercise  Price (as  hereinafter  defined) for the
shares of Common Stock purchased at the Company's  principal  offices in Florida
(presently  located at 5422 Carrier  Drive,  Orlando,  FL 32819) the  registered
holder of a Warrant  Certificate  ("Holder" or  "Holders")  shall be entitled to
receive  a  certificate  or  certificates  for the  shares  of  Common  Stock so
purchased.  The purchase  rights  represented  by each Warrant  Certificate  are
exercisable at the option of the Holder thereof, in whole or in part (but not as
to fractional shares of the Common Stock underlying the Warrants), provided that
no exercise may be for fewer than 10,000  shares of Common Stock (or such lesser
number that may remain upon exercise of the Warrants). Warrants may be exercised
to purchase all or part of the shares of Common Stock  represented  thereby.  In
the case of the purchase of less than all the shares of Common Stock purchasable
under any Warrant Certificate, the Company shall cancel said Warrant Certificate
upon  the  surrender  thereof  and  shall  execute  and  deliver  a new  Warrant
Certificate of like tenor for the balance of the shares of Common Stock.


     4.  Issuance  of  Certificates.  Upon the  exercise  of the  Warrants,  the
issuance  of  certificates  for  shares  of  Common  Stock or other  securities,
properties or rights  underlying such Warrants,  shall be made forthwith (and in


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<PAGE>

any event such issuance shall be made within five (5) business days  thereafter)
without  charge to the Holder thereof  including,  without  limitation,  any tax
which may be payable in respect of the issuance  thereof,  and such certificates
shall  (subject to the  provisions  of Sections 5 and 7 hereof) be issued in the
name of, or in such names as may be directed by, the Holder  thereof;  provided,
however,  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
such  certificates in a name other than that of the Holder and the Company shall
not be required to issue or deliver such certificates unless or until the person
or persons  requesting  the issuance  thereof shall have paid to the Company the
amount of such tax or shall have  established to the satisfaction of the Company
that such tax has been paid.

     The Warrant  Certificates and the  certificates  representing the shares of
Common Stock (and/or other securities, property or rights issuable upon exercise
of the  Warrants)  shall be  executed  on behalf of the Company by the manual or
facsimile  signature of the then present  Chairman or Vice Chairman of the Board
of Directors or President or Vice  President of the Company  under its corporate
seal reproduced thereon, attested to by the manual or facsimile signature of the
then  present  Secretary  or  Assistant   Secretary  of  the  Company.   Warrant
Certificates  shall be dated the date of  execution  by the Company upon initial
issuance, division, exchange, substitution or transfer.

     5. Representations and Warranties of the Holders. The Holder represents and
warrants to the Company as follows:

     ss.5.1  Investment.  The Holder is  acquiring  the  Warrants and the Common
Stock issuable upon exercise thereof for its own account as principal,  not as a


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<PAGE>

nominee or agent, for investment  purposes only, and not with a view to, or for,
resale in connection  with, any  distribution  thereof within the meaning of the
Securities Act of 1933, as amended (the "Act").

     ss.5.2  Holder's  Investment  Decision.  The Holder:  (a) is an "accredited
investor"  as that  term  is  defined  in Rule  501 of  Regulation  D under  the
Securities  Act; (b) has been  afforded  access to current  information  and the
opportunity  to  ask  questions  of  the  Company's  management  concerning  the
Company's  business,  management and financial affairs,  including the Company's
operating  results and  liquidity,  and has received  answers from the Company's
management with respect to all questions posed by the Holder to management;  (c)
has such  knowledge and  experience  in financial and business  matters that the
Holder is capable of evaluating,  and the Holder has  evaluated,  the merits and
risks of  purchasing  the Warrants and the Common Stock  issuable  upon exercise
thereof and  understands  that such  purchases  constitute a highly  speculative
investment;  and (d) has the financial  ability to bear the economic risk of the
Holder's  investment in the Warrants and the Common Stock issuable upon exercise
thereof,  has adequate means to sustain a complete loss of such  investments and
has no need for liquidity in such investments.

     ss.5.3  Regsitration  under the Act and Legend.  The Holder understands and
acknowledges  that the  certificates  representing  the  Warrants and the Common
Stock  issuable  upon  exercise  thereof  shall bear a legend  substantially  as
follows until (i) such securities  shall have been registered  under the Act and
effectively  been  disposed  of in  accordance  with an  effective  registration
statement thereunder or (ii) in the opinion of counsel reasonably  acceptable to
the Company such  securities may be sold without  registration  under the Act as
well as any applicable "Blue Sky" or state securities laws:


                                       4
<PAGE>

       "THE SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN REGISTERED UNDER
       THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR  APPLICABLE  STATE
       SECURITIES  LAWS,  AND  MAY NOT BE  SOLD,  PLEDGED  OR  OTHERWISE
       TRANSFERRED  WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER
       SUCH  ACT OR  PURSUANT  TO AN  EXEMPTION  FROM  THE  REGISTRATION
       REQUIREMENTS OF SUCH ACT AND APPLICABLE  STATE  SECURITIES  LAWS,
       SUPPORTED BY AN OPINION OF COUNSEL,  REASONABLY  SATISFACTORY  TO
       THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED."

     6. Exercise Price.

     ss.6.1 Initial and Adjusted Exercise Price. Except as otherwise provided in
Section 8 hereof, the initial exercise price of each of the Warrants:

          (a) represented in the form of Warrant Certificate  attached hereto as
     Exhibit A shall be $.66 per share of Common Stock; and

          (b) represented in the form of Warrant Certificate  attached hereto as
     Exhibit B shall be $1.00 per share of Common Stock.

     The  adjusted  exercise  prices shall be the prices which shall result from
time to time from any and all  adjustments  of the  initial  exercise  prices in
accordance with the provisions of Section 8 hereof.  ss.6.2 Exercise Price.  The
term  "Exercise  Price"  herein  shall mean the initial  exercise  prices or the
adjusted exercise prices, depending upon the context.

     7. Registration Rights.

     ss.7.1  Registration  Under  the  Securtities  Act of 1933  on Form  S-1 or
Comparable  Form. No later than 30 days from the date hereof,  the Company shall
prepare and file with the Securities and Exchange  Commission (the "Commission")
a  registration  statement  on  Form  S-1 or  comparable  form  and  such  other
documents, including a prospectus, as may be reasonably necessary in the opinion
of counsel for the  Company,  so as to permit a public  offering and sale of the
Common Stock issuable upon the exercise of the Warrants.



                                       5
<PAGE>

     ss.7.2  Covenants  of  the  Company  and  the  Holder(s)  With  Respect  to
Registration. In connection with any registration under Section 7.1 hereof, each
of the Company and of the Holder, severally and not jointly covenants and agrees
as follows:

     (a) The Company shall pay all costs  (excluding any underwriting or selling
commissions or other charges of any broker-dealer  acting on behalf of Holders),
fees and expenses in connection with all registration  statements filed pursuant
to Sections 7.1 and 7.2 hereof  including,  without  limitation,  the  Company's
legal and accounting fees,  printing expenses,  blue sky fees and expenses,  and
stamp taxes or  original  issue fees.  (b) The Company  will take all  necessary
action  which may be required in  qualifying  or  registering  the Common  Stock
issuable upon the exercise of the Warrants included in a registration  statement
for  offering  and sale  under  the  securities  or blue  sky laws of the  state
requested by the Holder.

     (c) The Company shall  indemnify the Holder(s) of the Common Stock issuable
upon the  exercise  of the  Warrants  to be sold  pursuant  to any  registration
statement  and each person,  if any, who controls such Holder within the meaning
of Section  15 of the Act or Section  20(a) of the  Securities  Exchange  Act of
1934, as amended ("Exchange Act"), against all loss, claim,  damage,  expense or
liability   (including  all  expenses   reasonably  incurred  in  investigating,
preparing or defending  against any claim  whatsoever)  to which any of them may
become  subject under the Act, the Exchange Act or otherwise,  arising from such
registration statement;  provided,  however, that the Company will not be liable
in any such  case if and to the  extent  that any such  loss,  claim,  damage or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished  in writing  specifically  for use in such  registration  statement or


                                       6
<PAGE>

prospectus by any Holder, any such controlling person or any underwriter of such
registration statement, if any.


     (d) Each Holder of Common Stock  issuable upon the exercise of the Warrants
which are to be sold pursuant to a registration  statement  shall  indemnify the
Company,  each person,  if any,  who controls the Company  within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, any  underwriter  of
such  registration  statement,  if any, and all other selling  security  holders
selling Common Stock pursuant to such  registration  statement against all loss,
claim, damage,  expense or liability (including all expenses reasonably incurred
in investigating,  preparing or defending against any claim whatsoever) to which
any of them may become  subject  under the Act, the  Exchange Act or  otherwise,
which may arise out of or be based upon an untrue  statement  or alleged  untrue
statement or omission or alleged omission so made in conformity with information
furnished by such Holder in writing  specifically  for use in such  registration
statement or prospectus.

     (e) Nothing contained in this Agreement shall be construed as requiring the
Holder(s)  to  exercise  their  Warrants  prior  to the  initial  filing  of any
registration  statement  or the  effectiveness  thereof.

     (f) The Company shall deliver promptly to each Holder  participating in the
offering  requesting the  correspondence  and memoranda  described below and the
managing underwriter copies of all correspondence between the Commission and the
Company,  its counsel or auditors and all memoranda relating to discussions with
the  Commission  or its staff with  respect to the  registration  statement  and
permit the Holder and  underwriter  to do such  investigation,  upon  reasonable
advance  notice,  with respect to  information  contained in or omitted from the
registration   statement  as  it  deems  reasonably  necessary  to  comply  with
applicable  securities  laws or rules of the National  Association of Securities


                                       7
<PAGE>

Dealers,  Inc.  ("NASD").  Such  investigation  shall  include  access to books,
records and properties and  opportunities to discuss the business of the Company
with its officers and independent auditors, all to such reasonable extent and at
such reasonable times and as often as any such Holder shall  reasonably  request
as it deems necessary to comply with  applicable  securities laws or NASD rules.

     8. Adjustments to Exercise and Number of Securities.

     ss.8.1 Stock Split, Stock Divided or Recapitalization.  In case the Company
shall at any time  effect a stock  split,  stock  dividend  or  similar  capital
adjustment to the outstanding shares of Common Stock, the Exercise Price and the
number of shares of Common Stock  issuable upon  exercise of the Warrants  shall
forthwith be adjusted.  At the time of any such  adjustment,  the Company  shall
make  appropriate  reserves to ensure the timely  performance of its obligations
hereunder.

     ss.8.2 Merger or Consolidation. In case of any consolidation of the Company
with, or merger of the Company with, or into, another  corporation (other than a
consolidation or merger which does not result in any  reclassification or change
of the outstanding  Common Stock),  the corporation formed by such consolidation
or merger  shall  execute  and  deliver  to the  Holder a  supplemental  warrant
agreement  providing that the holder of each of the Warrants then outstanding or
to be outstanding  shall have the right thereafter (until the expiration of such
Warrants) to receive,  upon  exercise of such  warrants,  the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
consolidation or merger,  by a holder of the number of shares of Common Stock of
the Company for which such warrants might have been exercised  immediately prior
to such  consolidation,  merger,  sale or transfer.  Such  supplemental  warrant


                                       8
<PAGE>

agreement  shall  provide  for  adjustments  which  shall  be  identical  to the
adjustments  provided in this Section 8. The above  provision of this Subsection
shall similarly apply to successive consolidations or mergers.

     9.  Exchange  and  Replacement  of  Warrant   Certificates.   Each  Warrant
Certificate is exchangeable  without expense,  upon the surrender thereof by the
registered  Holder at the principal  executive office of the Company,  for a new
Warrant  Certificate  of like tenor and date  representing  in the aggregate the
right to purchase the same number of securities in such  denominations  as shall
be designated by the Holder thereof at the time of such surrender.

     Upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the loss, theft,  destruction or mutilation of any Warrant Certificate,  and, in
case of  loss,  theft  or  destruction,  of  indemnity  or  security  reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,  and upon surrender and  cancellation  of the Warrants,  if
mutilated,  the Company will make and deliver a new Warrant  Certificate of like
tenor, in lieu thereof.

     10. Elimination of Fractional Interests.  The Company shall not be required
to issue certificates  representing fractions of shares of Common Stock upon the
exercise of the Warrants, nor shall it be required to issue scrip or pay cash in
lieu of  fractional  interests,  it being  the  intent of the  parties  that all
fractional  interests  shall be  eliminated  by rounding  any fraction up to the
nearest whole number of shares of Common Stock or other  securities,  properties
or rights.

     11.  Reservation and Listing of Securities.  The Company shall at all times
reserve and keep available out of its authorized shares of Common Stock,  solely
for the purpose of issuance  upon the exercise of the  Warrants,  such number of
shares of Common  Stock or other  securities,  properties  or rights as shall be


                                       9
<PAGE>

issuable upon the exercise thereof.  The Company covenants and agrees that, upon
exercise of the Warrants and payment of the Exercise Price therefor,  all shares
of Common Stock and other  securities  issuable upon such exercise shall be duly
and validly issued, fully paid, non-assessable and not subject to the preemptive
rights of any  stockholder.  As long as the Warrants shall be  outstanding,  the
Company shall use its best efforts to cause all shares of Common Stock  issuable
upon the  exercise of the Warrants to be listed  (subject to official  notice of
issuance)  on all  securities  exchanges on which the Common Stock issued to the
public in connection herewith may then be listed and/or quoted.

     12. Notice of Warrant Holders. Nothing contained in this Agreement shall be
construed as  conferring  upon the Holders the right to vote or to consent or to
receive notice as a stockholder in respect of any meetings of  stockholders  for
the  election  of  directors  or any  other  manner,  or as  having  any  rights
whatsoever as a stockholder of the Company.  If,  however,  at any time prior to
the expiration of the Warrants and their exercise,  any of the following  events
shall occur:

     (a) the Company  shall take a record of the holders of its shares of Common
Stock for the purpose of  entitling  them to receive a dividend or  distribution
payable  otherwise  than in cash,  or a cash  dividend or  distribution  payable
otherwise  than  out of  current  or  retained  earnings,  as  indicated  by the
accounting  treatment  of such  dividend  or  distribution  on the  books of the
Company; or

     (b) the  Company  shall  offer to all the  holders of its Common  Stock any
additional shares of capital stock of the Company or securities convertible into
or exchange for shares of capital stock of the Company, or any option,  right or
warrant to subscribe therefor; or


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<PAGE>

(c) a dissolution,  liquidation or winding up
of the Company (other than in connection  with a  consolidation  or merger) or a
sale of all or  substantially  all of its  property,  assets and  business as an
entirety shall be proposed;


     then,  in any one or more of said events,  the Company shall give notice of
such event at least  fifteen  (15) days prior to the date fixed as a record date
or the  date of the  closing  the  transfer  books  for the  termination  of the
stockholders   entitled  to  such   dividend,   distribution,   convertible   or
exchangeable  securities  or  subscription  rights,  or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer  books, as the case may be.
Failure to give such notice or any defect  therein shall not affect the validity
of any action taken in connection  with the  declaration  or payment of any such
dividend,  or the issuance of any  convertible or  exchangeable  securities,  or
subscription  rights,   options  or  warrants,   or  any  proposed  dissolution,
liquidation,  winding up or sale. 13. Notices. All notices,  requests,  consents
and other  communications  hereunder  shall be in writing and shall be deemed to
have been duly made when  delivered,  or mailed by registered or certified mail,
return receipt requested:

     (a) If to the Holders,  __________________________ or as shown on the books
of the Company;  or (b) If to the Company, to the address set forth in Section 3
hereof or to such other  address as the Company may  designate  by notice to the
Holders.

     14. Successors. All the covenants and provisions of this Agreement shall be
binding  upon and inure to the  benefit  of the  Company,  the  Holder and their
respective successors and assigns hereunder.


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<PAGE>

     15.  Governing  Laws  Submission to  Jurisdiction.  This Agreement and each
Warrant Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of Florida and for all the purposes  shall be construed in
accordance  with the laws of said State  without  giving  effect to the rules of
said State governing the conflicts of laws.

     The Company and the Holder  hereby  agree that any  action,  proceeding  or
claim against it arising out of, or relating in any way to, this Agreement shall
be brought and enforced in the state or federal  courts  located in the State of
Florida, and irrevocably submits to such jurisdiction,  which jurisdiction shall
be exclusive. The Company, and the Holder hereby irrevocably waive any objection
to such  exclusive  jurisdiction  or  inconvenient  forum.  Any such  process or
summons to be served  upon any of the  Company  and the Holder (at the option of
the  party  bringing  such  action,  proceeding  or  claim)  may  be  served  by
transmitting  a copy thereof,  by registered or certified  mail,  return receipt
requested,  postage  prepaid,  addressed  to it at the  address  as set forth in
Section 13 hereof.  Such mailing shall be deemed  personal  service and shall be
legal and binding upon the party so served in any action, proceeding or claim.

     16. Entire  Agreement:  Modification.  This  Agreement  contains the entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof and may not be modified or amended except by a writing duly signed by the
party against whom enforcement of the modification or amendment is sought.

     17.  Severability.  If any provision of this Agreement  shall be held to be
invalid or unenforceable,  such invalidity or unenforceability  shall not affect
any other provision of this Agreement.


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<PAGE>

     18.  Captions.  The caption  headings of the Sections of this Agreement are
for  convenience  of  reference  only and are not  intended,  nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.

     19.  Benefits  of This  Agreement.  Nothing  in  this  Agreement  shall  be
construed  to give to any person or  corporation  other than the Company and the
Holder any legal or equitable right,  remedy or claim under this Agreement;  and
this  Agreement  shall be for the sole and exclusive  benefit of the Company and
the Holder.

     20.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and such counterparts shall together constitute but one and the
same instrument.




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<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed, as of the day and year first above written.



[SEAL]                                    SUNCOAST NATURALS, INC.

                                          By:__________________________
                                                   Title:
Attest:

Secretary:

                                          GOLDSTRAND INVESTORS, INC.

                                          BY:____________________________





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<PAGE>

                                    EXHIBIT A

                           FORM OF WARRANT CERTIFICATE

THE SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS, AND MAY NOT BE
SOLD,  PLEDGED  OR  OTHERWISE  TRANSFERRED  WITHOUT  AN  EFFECTIVE  REGISTRATION
STATEMENT  UNDER SUCH ACT OR  PURSUANT  TO AN  EXEMPTION  FROM THE  REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE  SECURITIES LAWS,  SUPPORTED BY AN
OPINION  OF  COUNSEL,   REASONABLY   SATISFACTORY  TO  THE  COMPANY,  THAT  SUCH
REGISTRATION IS NOT REQUIRED.

THE  TRANSFER OR EXCHANGE OF THE WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE
                   5:30 P.M., NEW YORK TIME, December 31, 2003

No. B1                                                          225,000 Warrants
                              WARRANTS CERTIFICATE

     This Warrant Certificate certifies that Goldstrand  Investors,  Inc. or its
registered  assigns,  is the registered  holder of 225,000  Warrants to purchase
initially,  at any time from May 28,  2003,  until  5:30  p.m.  New York time on
December  31,  2003   ("Expiration   Date"),   up  to  225,000   fully-paid  and
non-assessable  shares  of common  stock,  par  value  $.001 per share  ("Common
Stock") of SUNCOAST NATURALS,  INC., a Delaware corporation (the "Company"),  at
an  initial  exercise  price,  subject to  adjustment  in  certain  events  (the
"Exercise  Price"),  of $.66 per share of Common Stock,  upon  surrender of this
Warrant  Certificate and payment of the Exercise Price at an office or agency of
the Company,  but subject to the  conditions set forth herein and in the warrant
agreement dated as of May 28, 2003 between the Company and Goldstrand Investors,
Inc. (the "Warrant  Agreement").  Payment of the Exercise Price shall be made by
certified or official bank check in New York Clearing House funds payable to the
order of the Company.

     No  Warrants  may be  exercised  after  5:30 p.m.,  New York  time,  on the
Expiration Date, at which time all Warrants  evidenced hereby,  unless exercised
prior thereto, hereby shall thereafter be void.

     The  Warrants  evidenced  by this  Warrant  Certificate  are part of a duly
authorized  issue of Warrants  issued pursuant to the Warrant  Agreement,  which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument  and  is  hereby  referred  to  for  a  description  of  the  rights,
obligations,  duties and  immunities  thereunder  of the Company and the holders
(the words  "holders" or "holder"  meaning the registered  holders or registered
holder) of the Warrants.


                                     -A-1-
<PAGE>

     The Warrant  Agreement  provides that upon the occurrence of certain events
the  Exercise  Price  and the type  and/or  number of the  Company's  securities
issuable  thereupon may,  subject to certain  conditions,  be adjusted.  In such
event,  the Company  will,  at the  request of the  holder,  issue a new Warrant
Certificate  evidencing  the  adjustment  in the  Exercise  Price and the number
and/or type of securities issuable upon the exercise of the Warrants;  provided,
however,  that the failure of the Company to issue such new Warrant Certificates
shall not in any way  change,  alter,  or  otherwise  impair,  the rights of the
holder as set forth in the Warrant Agreement.

     Upon  due  presentment  for   registration  of  transfer  of  this  Warrant
Certificate at an office or agency of the Company, a new Warrant  Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants  shall be issued to the  transferee(s)  in exchange for this Warrant
Certificate,  subject to the  limitations  provided  herein  and in the  Warrant
Agreement,  without any charge except for any tax in other  governmental  charge
imposed in connection with such transfer.

     Upon the  exercise  of less  than  all of the  Warrants  evidenced  by this
Certificate,  the  Company  shall  forthwith  issue to the  holder  hereof a new
Warrant Certificate representing such numbered unexercised Warrants.

     The  Company  may deem and treat  the  registered  holder(s)  hereof as the
absolute owner(s) of this Warrant Certificate  (notwithstanding  any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise hereof,  and of any distribution to the holder(s)  hereof,  and for all
other  purposes,  and the  Company  shall not be  affected  by any notice to the
contrary.

     All terms used in this Warrant Certificate which are defined in the Warrant
Agreement shall have the meanings to them in the Warrant Agreement.

     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly executed under its corporate seal.

Dated as of May 28, 2003

                                                     SUNCOAST NATURALS, INC.

                                                     By:________________________
                                                              Title:

Attest:





                                     -A-2-
<PAGE>

              [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3]

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented by this Warrant Certificate, to purchase ____ shares of Common Stock
at an exercise price of $____ per share and herewith tenders in payment for such
Securities a certified or official bank check payable in New York Clearing House
Funds  to the  order  of  ___________  in the  amount  of  $___________,  all in
accordance with the terms hereof.  The  undersigned  requests that a certificate
for such  Securities be registered  in the name of  ___________whose  address is
___________and  that such Certificate be delivered to ___________  whose address
is _______________.

                                        Signature_______________________
                                        (Signature  must conform in all respects
                                        to name of holder as  specified on the
                                        face of  the Warrant Certificate.)

                                        _________________________________
                                        (Insert Social Security or Other
                                        Identifying Number of Holder)




                                     -A-1-
<PAGE>


                              [FORM OF ASSIGNMENT]

(To be executed by the registered  holder if such holder desires to transfer the
Warrant Certificate.)




FOR VALUE  RECEIVED  ________________  here sells,  assigns and  transfers

unto
         (Please print name and address of transferee)

this Warrant  Certificate,  together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint  ______________  Attorney, to
transfer  the  within  Warrant  Certificate  on the  books  of the  within-named
Company, with full power of substitution.

Dated:                            Signature:

                                  (Signature  must conform in all respects to
                                  name  of holder as  specified on the face of
                                  the  Warrant Certificate.)

                                  (Insert Social Security or other Identifying
                                  Number of Assignee)




                                     -A-2-
<PAGE>

                                    EXHIBIT B

                           FORM OF WARRANT CERTIFICATE

THE SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS, AND MAY NOT BE
SOLD,  PLEDGED  OR  OTHERWISE  TRANSFERRED  WITHOUT  AN  EFFECTIVE  REGISTRATION
STATEMENT  UNDER SUCH ACT OR  PURSUANT  TO AN  EXEMPTION  FROM THE  REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE  SECURITIES LAWS,  SUPPORTED BY AN
OPINION  OF  COUNSEL,   REASONABLY   SATISFACTORY  TO  THE  COMPANY,  THAT  SUCH
REGISTRATION IS NOT REQUIRED.

THE  TRANSFER OR EXCHANGE OF THE WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE
                5:30 P.M., NEW YORK TIME, DECEMBER 31 ____, 2008

No. A5                                                          100,000 Warrants
                              WARRANTS CERTIFICATE

     This Warrant Certificate certifies that Goldstrand  Investors,  Inc. or its
registered  assigns,  is the registered  holder of 100,000  Warrants to purchase
initially,  at any time  from May 28,  2003  until  5:30  p.m.  New York time on
December  31,  2008   ("Expiration   Date"),   up  to  100,000   fully-paid  and
non-assessable  shares  of common  stock,  par  value  $.001 per share  ("Common
Stock") of SUNCOAST NATURALS,  INC., a Delaware corporation (the "Company"),  at
an  initial  exercise  price,  subject to  adjustment  in  certain  events  (the
"Exercise  Price"),  of $1.00 per share of Common Stock,  upon surrender of this
Warrant  Certificate and payment of the Exercise Price at an office or agency of
the Company,  but subject to the  conditions set forth herein and in the warrant
agreement dated as of May 28, 2003 between the Company and Goldstrand Investors,
Inc. (the "Warrant  Agreement").  Payment of the Exercise Price shall be made by
certified or official bank check in New York Clearing House funds payable to the
order of the Company.

     No  Warrants  may be  exercised  after  5:30 p.m.,  New York  time,  on the
Expiration Date, at which time all Warrants  evidenced hereby,  unless exercised
prior thereto, hereby shall thereafter be void.

     The  Warrants  evidenced  by this  Warrant  Certificate  are part of a duly
authorized  issue of Warrants  issued pursuant to the Warrant  Agreement,  which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument  and  is  hereby  referred  to  for  a  description  of  the  rights,
obligations,  duties and  immunities  thereunder  of the Company and the holders
(the words  "holders" or "holder"  meaning the registered  holders or registered
holder) of the Warrants.


                                     -B-1-
<PAGE>

     The Warrant  Agreement  provides that upon the occurrence of certain events
the  Exercise  Price  and the type  and/or  number of the  Company's  securities
issuable  thereupon may,  subject to certain  conditions,  be adjusted.  In such
event,  the Company  will,  at the  request of the  holder,  issue a new Warrant
Certificate  evidencing  the  adjustment  in the  Exercise  Price and the number
and/or type of securities issuable upon the exercise of the Warrants;  provided,
however,  that the failure of the Company to issue such new Warrant Certificates
shall not in any way  change,  alter,  or  otherwise  impair,  the rights of the
holder as set forth in the Warrant Agreement.

     Upon  due  presentment  for   registration  of  transfer  of  this  Warrant
Certificate at an office or agency of the Company, a new Warrant  Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants  shall be issued to the  transferee(s)  in exchange for this Warrant
Certificate,  subject to the  limitations  provided  herein  and in the  Warrant
Agreement,  without any charge except for any tax in other  governmental  charge
imposed in connection with such transfer.

     Upon the  exercise  of less  than  all of the  Warrants  evidenced  by this
Certificate,  the  Company  shall  forthwith  issue to the  holder  hereof a new
Warrant Certificate representing such numbered unexercised Warrants.

     The  Company  may deem and treat  the  registered  holder(s)  hereof as the
absolute owner(s) of this Warrant Certificate  (notwithstanding  any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise hereof,  and of any distribution to the holder(s)  hereof,  and for all
other  purposes,  and the  Company  shall not be  affected  by any notice to the
contrary.

     All terms used in this Warrant Certificate which are defined in the Warrant
Agreement shall have the meanings to them in the Warrant Agreement.

     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly executed under its corporate seal.

Dated as of [           ]

SUNCOAST NATURALS, INC.
                                                     By:________________________
                                                              Title:

Attest:





                                     -B-2-
<PAGE>


              [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3]

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented by this Warrant Certificate, to purchase ____ shares of Common Stock
at an exercise price of $____ per share and herewith tenders in payment for such
Securities a certified or official bank check payable in New York Clearing House
Funds  to the  order  of  ___________  in the  amount  of  $___________,  all in
accordance with the terms hereof.  The  undersigned  requests that a certificate
for such  Securities be registered  in the name of  ___________whose  address is
___________and  that such Certificate be delivered to ___________  whose address
is _______________.

                                        Signature_______________________
                                        (Signature  must conform in all respects
                                        to  name of holder as specified on the
                                        face of the Warrant Certificate.)

                                        ______________________________________
                                        (Insert Social Security or Other
                                        Identifying Number of Holder)




                                      -B-3-
<PAGE>


                              [FORM OF ASSIGNMENT]

(To be executed by the registered holder if such holder desires to transfer the
Warrant Certificate.)




     FOR VALUE RECEIVED ________________ here sells, assigns and transfers

unto

              (Please print name and address of transferee)

this Warrant  Certificate,  together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint  ______________  Attorney, to
transfer  the  within  Warrant  Certificate  on the  books  of the  within-named
Company, with full power of substitution.

Dated:
                                        Signature_______________________
                                        (Signature  must conform in all respects
                                        to  name of holder as specified on the
                                        face of the Warrant Certificate.)

                                        ______________________________________
                                        (Insert Social Security or Other
                                        Identifying Number of Holder)



                                     -B-4-