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.



<PAGE>

     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: ____________________________
    WILLIAM J. REILLY, President


Attest:_________________________
       THOMAS HAGAN, Secretary