SHARE EXCHANGE AGREEMENT



         THIS SHARE EXCHANGE  AGREEMENT  (this  "Agreement") is made and entered
into as of the 31st day of December,  2002,  (the Effective Date) by and between
THE  QUIGLEY  CORPORATION,  a  Nevada  corporation  ("Quigley"),   and  SUNCOAST
NATURALS, INC., a Delaware corporation ("Suncoast").

         In  consideration  of the premises and the mutual terms and  provisions
set forth in this Agreement, the parties hereto agree as follows:

                                   ARTICLE ONE

                       ACQUISITION AND EXCHANGE OF SHARES

         Section 1.1.  Acquisition of the CPNP Shares.  Subject to the terms and
conditions hereof, as of the Effective Date, Quigley agrees to assign, transfer,
deliver and convey unto Suncoast,  and Suncoast  agrees to acquire from Quigley,
all of  Quigley's  right,  title and  interest in and to the  600,000  shares of
Common Stock of Caribbean Pacific Natural Products, Inc. ("CPNP"),  representing
60% of CPNP's authorized and outstanding  Common Stock now owned by Quigley (the
"CPNP Shares").

         Section 1.2.  Eschange of Shares: Nomination and Endorsement Agreement

         (a) In exchange for the transfer of the CPNP Shares,  on the  Effective
Date,  Suncoast agrees to issue to Quigley,  subject to the terms and conditions
hereof,  750,000  shares of  Suncoast's  Common Stock and 100,000  shares of its
Class A Redeemable Preferred Stock. When exchanged, the shares issued to Quigley
hereunder  shall  be  duly  authorized  and  validly  issued,   fully  paid  and
non-assessable, and not issued in violation of any preemptive rights.

         (b) The  shares  of  Suncoast's  Common  Stock  issued  to  Quigley  in
connection  herewith (the "Common  Shares")  shall,  once issued,  have the same
dividend rights, conversion rights, voting powers,  preferences,  priorities and
other special  rights and powers as all other issued and  outstanding  shares of
Suncoast's  Common Stock,  and shall represent not more than 19.5% of the issued
and outstanding voting stock of Suncoast on the Effective Date or thereafter.

         (c) The shares of Suncoast's Class A Redeemable  Preferred Stock issued
to Quigley in connection herewith (the "Preferred Shares") shall be non- voting.
Quigley  shall  have an option to sell  (i.e.  "Put")  the  Preferred  Shares to
Suncoast,  and Suncoast shall be required to purchase such shares, at such times
and in the maximum  quantities  set forth on Schedule  "A"  attached  hereto and
incorporated  herein by this reference and for the per share cash  consideration
hereinafter  described.  At any time  following  the  first  anniversary  of the
Effective  Date,  Suncoast shall have an option to purchase  (i.e."call")  those
Preferred  Shares  not yet put to Quigley  for the per share cast  consideration
described  in  Schedule  "A".  Any party  exercising  its  rights to put or call
hereunder  shall give written  notice  thereof to the other party in  accordance
with the  provisions of Section 7.1 hereof.  The notice shall specify the number
of shares  covered,  the purchase  price of such shares  (including the interest
factor to the date of payment and  delivery)  as well as the date of payment and
delivery which shall be a date not less than seven (7) nor more than thirty (30)
days  following  the date such notice shall be deemed to have been given or made
as in Section 7.1 provided.  On the delivery  date,  Quigley shall  surrender to
Suncoast, or its duly authorized designee,

                                       -1-

<PAGE>



possession of all certificates  representing the Preferred Shares covered by the
put or call notice,  endorsed in blank or  accompanied  by duly  executed  stock
powers, and such Preferred Shares shall be free and clear of any claims,  liens,
charges,  encumbrances  or  other  restrictions  or  commitments  of any  nature
whatsoever.

         (d)  In  the  event  of  any  voluntary  or  involuntary   liquidation,
dissolution or winding up of Suncoast, the holders of the Preferred Shares shall
be entitled to receive out of the assets of Suncoast  available for distribution
to the  stockholders,  before any  distribution  of assets  shall be made to the
holders of other shares of Suncoast  capital stock, an amount equal to the value
of any unexercised put or call rights provided for in Section 1.2(c) above.  The
value of unexercised  put or call rights provided for in Section 1.2(c) shall be
for the  entire  face  value of the put or call  rights  together  with  accrued
interest.  Except for this  preference  payment,  the  holders of the  Preferred
Shares  shall have no other  rights to share in the assets of Suncoast  upon the
liquidation, dissolution or winding up of Suncoast.


         Section 1.3.  Exchange Procedures: Surrender of Certificates.

  As of the Effective  Date,  Quigley shall  surrender to Suncoast,  or its duly
authorized  designee,  possession  of all  certificates  representing  the  CPNP
Shares,  endorsed  in  blank  or  accompanied  by  duly  executed  stock  powers
effectively transferring the CPNP Shares to Suncoast.  Thereupon, Suncoast shall
issue, in the name of Quigley,  certificates  representing the Common Shares and
the Preferred Shares.

         Section 1.4. The Closing. The closing of the transactions  contemplated
hereunder  shall  take  place at  Quigley's  principal  executive  office and be
effective as of 12 p.m. EST, December 31, 2002.

         Section 1.5.  Actions At Closing.

         At the Closing,  the  following  deliveries  shall be made,  each to be
deemed concurrent with all others:

         (a) Suncoast shall deliver the following documents to Quigley:

                  (1) A certificate  signed by an authorized officer of Suncoast
                  stating  that  each  of  the  representations  and  warranties
                  contained  in Article Two is true and correct in all  material
                  respects at the time of Closing with the same force and effect
                  as if such  representations and warranties had been made as of
                  the Effective Date;

                  (2) A copy of the  resolutions  duly  adopted  by the Board of
                  Directors  and   stockholders  of  Suncoast   authorizing  the
                  execution and delivery of this Agreement and the  consummation
                  of the transactions contemplated hereby, duly certified, as of
                  the Effective Date, by the secretary of Suncoast;

                  (3)  Certificates  representing  the  Common  Shares  and  the
                  Preferred Shares registered in the name of Quigley; and

         (b) Quigley shall deliver the following documents to Suncoast:


                                       -2-

<PAGE>



                  (1) A certificate  signed by an authorized  officer of Quigley
                  stating  that  each  of  the  representations  and  warranties
                  contained in Article Three is true and correct in all material
                  respects at the time of Closing with the same force and effect
                  as if such  representations and warranties had been made as of
                  the Effective Date;

                  (2) A copy of the  resolutions  duly  adopted  by the Board of
                  Directors of Quigley authorizing the execution and delivery of
                  this  Agreement  and  the  consummation  of  the  transactions
                  contemplated hereby, duly certified, as of the Effective Date,
                  by the secretary of Quigley;

                  (3) The certificates representing the CPNP Shares, endorsed in
                  blank or accompanied by duly executed stock powers effectively
                  transferring the CPNP Shares to Suncoast.


                                   ARTICLE TWO

                   REPRESENTATIONS AND WARRANTIES OF SUNCOAST

         Section 2.1.  Corporate Organization and Capital Stock.

         (a) Suncoast is a corporation  duly organized,  validly existing and in
         good standing  under the law of the State  Delaware with full power and
         authority to carry on its business as now being conducted.

         (b)  The  authorized  capital  stock  of  26,000,000  consists  of  (i)
         25,000,000  shares of Common  Stock,  of which,  as of the date hereof,
         3,100,000  shares  prior to the  issuance  of such  shares as stated in
         Paragraph 1.2(a) are issued and outstanding,  and (ii) 1,000,000 shares
         of unclassified  Preferred  Stock, of which, as of the date hereof,  no
         shares are issued and  outstanding.  All of the issued and  outstanding
         shares of  Suncoast's  capital  stock are duly and  validly  issued and
         outstanding  and  are  fully  paid  and  non-assessable.  None  of  the
         outstanding  shares of  Suncoast's  capital  stock  has been  issued in
         violation of any preemptive  rights of the current or past stockholders
         of Suncoast.

         (c) The Common Shares and the Preferred Shares that are to be issued to
         Quigley hereunder,  when so issued in accordance with the terms of this
         Agreement, will be validly issued and outstanding,  fully paid and non-
         assessable.

         Section 2.2. Authorization. As of the Effective Date, (i) there will be
no provision  in  Suncoast's  Articles of  incorporation  or in its By-Laws,  as
amended,  which  prohibits  or  limits  Suncoast's  ability  to  consummate  the
transactions  contemplated  hereby (ii) Suncoast shall have the right, power and
authority to enter into this Agreement and to consummate all of the transactions
and fulfill all of the obligations  contemplated  hereby and (iii) the execution
and  delivery  of this  Agreement  and the due  consummation  by Suncoast of the
transactions contemplated hereby will have been duly authorized by all necessary
corporate  action of the Board of Directors and  stockholders of Suncoast.  This
Agreement   constitutes  a  legal,  valid  and  binding  agreement  of  Suncoast
enforceable against Suncoast in accordance with its terms.


                                       -3-

<PAGE>



         Section 2.3. No Conflict or Violation.  Subject to the  fulfillment  of
all of the  conditions  set forth in Article Five hereof,  neither the execution
and  delivery  of this  Agreement,  nor  the  consummation  of the  transactions
contemplated hereby in accordance herewith,  nor compliance by Suncoast with any
of the  provisions  hereof  will  result  in, as of the  Effective  Date:  (i) a
violation  of or a  conflict  with  any  provision  of  Suncoast's  Articles  of
Incorporation  or  By-Laws,  as amended,  (ii) a breach of or default  under any
term,  condition  or  provision of any  obligation,  agreement  or  undertaking,
whether oral or written to which  Suncoast is a party,  or an event which,  with
the giving of notice,  lapse of time, or both,  would result in any such breach,
(iii) a violation of any applicable  law,  rule,  regulation,  order,  decree or
other requirement having the force of law, or order, judgment, writ, injunction,
decree or award, or an event which, with the giving of notice, lapse of time, or
both, would result in any such violation, or (iv) any person having the right to
enjoin,  rescind or otherwise  prevent or impede the  transactions  contemplated
hereby or to obtain  damages  from  Suncoast or to obtain any other  judicial or
administrative  relief as a result of any transaction  carried out in accordance
with the provisions of this Agreement.

         Section 2.4.  Litigation  and  Proceedings.  There is no action,  suit,
proceeding or investigation pending or, to the knowledge of Suncoast, threatened
which challenges the validity of this Agreement or the transactions contemplated
hereby,  or otherwise seeks to prevent,  directly or indirectly the consummation
of such transactions.

                                  ARTICLE THREE

                    REPRESENTATIONS AND WARRANTIES OF QUIGLEY

         Section 3.1.  Corporate  Organization.  Quigley is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada  and  qualified  to do  business  in  Pennsylvania  with  full  power and
authority to carry on its business as it is now being conducted.

         Section 3.2. Authorization. Quigley has full right, power and authority
to enter into this Agreement and to consummate or cause to be consummated all of
the transactions and to fulfill all of the obligations  contemplated  hereby The
execution and delivery of this Agreement and the due  consummation by Quigley of
the transactions  contemplated hereby have been duly authorized by all necessary
corporate  action  of  the  Board  of  Directors  of  Quigley.   This  Agreement
constitutes a legal, valid and binding agreement of Quigley  enforceable against
Quigley in accordance with its terms.

         Section  3.3. No  Conflict or  Violation.  Neither  the  execution  and
delivery  of  this  Agreement,   nor  the   consummation  of  the   transactions
contemplated  hereby nor compliance by Quigley with any of the provisions hereof
will  result in: (i) a  violation  of or a conflict  with any  provision  of the
Articles of  Incorporation  or By-Laws of  Quigley,  (ii) a breach of or default
under  any  term,  condition  or  provision  of  any  obligation,  agreement  or
undertaking,  whether oral or written to which  Quigley is a party,  or an event
which,  with the giving of notice,  lapse of time, or both,  would result in any
such breach, (iii) a violation of any applicable law, rule,  regulation,  order,
decree or other requirement having the force of law, or order,  judgment,  writ,
injunction, decree or award, or an event which, with the giving of notice, lapse
of time, or both, would result in any such violation,  or (iv) any person having
the right to enjoin,  rescind or  otherwise  prevent or impede the  transactions
contemplated  hereby or to obtain  damages  from  Quigley or to obtain any other
judicial or administrative  relief as a result of any transaction carried out in
accordance with the provisions of this Agreement.

                                       -4-

<PAGE>



         Section  3.4.  Title  to  CPNP  Shares.   Quigley  possesses  good  and
marketable  title to the CPNP Shares and has full right to transfer  the same as
contemplated  herein. The CPNP Shares are, and will be as of the Effective Date,
free and clear of any claims, lien, charges,  encumbrances or other restrictions
or commitments of any nature  whatsoever.  Except that Quigley gives no warranty
as to the rights of third  parties  regarding to contest its ownership of shares
based  on an  action  brought  by  Herbert  Krackow  against  Caribbean  Pacific
International,   Caribbean  Pacific  Natural  Products,  Inc.  and  The  Quigley
Corporation in the circuit Court of the Ninth Judicial Circuit in and for Orange
County,  Florida (Case Number:  02-CA-11074)  alleging that CPNP was formed as a
result  of a  fraudulent  asset  conveyance  pursuant  to 726,  et seq.  Florida
statutes.

         Section 3.5.  Sale of Substantially All Assets.  The CPNP Shares do not
constitute all or substantially all of the assets of Quigley.

                                  ARTICLE FOUR

                              AGREEMENTS OF PARTIES

         Section 4.1.  Agreements of Quigley

         (a) Quigley shall, in the event it has knowledge of the occurrence,  or
         impending or  threatened  occurrence,  of any event or condition  which
         would cause or constitute a breach (or would have caused or constituted
         a breach  had  such  event  occurred  or been  known  prior to the date
         hereof)  of  any  of  its  representations,  warranties  or  agreements
         contained or referred to herein,  give prompt written notice thereof to
         Suncoast and use reasonable  efforts to prevent or promptly  remedy the
         same.

         (b)  Quigley  shall use  reasonable  efforts to perform and fulfill all
         conditions  and  obligations  on its part to be  performed or fulfilled
         under this Agreement and to effect the exchange  contemplated hereby in
         accordance with the terms and conditions hereof.

         Section 4.2.  Agreements of Suncoast

         (a) Suncoast shall, in the event it has knowledge of the occurrence, or
         impending or  threatened  occurrence,  of any event or condition  which
         would cause or constitute a breach (or would have caused or constituted
         a breach  had  such  event  occurred  or been  known  prior to the date
         hereof)  of  any  of  its  representations,  warranties  or  agreements
         contained or referred to herein,  give prompt written notice thereof to
         Quigley and use  reasonable  efforts to prevent or promptly  remedy the
         same.

         (b) Suncoast  shall use  reasonable  efforts to perform and fulfill all
         conditions  and  obligations  on its part to be  performed or fulfilled
         under this Agreement and to effect the exchange  contemplated hereby in
         accordance with the terms and conditions hereof.

         (c) Suncoast  shall execute a corporate  guarantee of the real property
         lease obligations of CPNP in place and stead of the existing  corporate
         guarantees of Quigley.

         (d) Suncoast acknowledges the existing Royalty Agreement between CPNP
         and Caribbean Pacific International, Inc. and the obligations of CPNP

                                       -5-

<PAGE>



         thereunder.

         (e)  Suncoast  agrees that it will at its cost,  within sixty days from
         the  Closing,   register   for  public  sale  through  an   appropriate
         Registration  Statement  the Shares of Common  Stock  issued to Quigley
         pursuant to Section 2.1 hereof.

         (f) Suncoast  agrees to hold Quigley  harmless  from any claim from any
         creditor of CPNP or any  shareholder  or director of Caribbean  Pacific
         International,  Inc.  who claims  that CPNP was formed as a result of a
         fraudulent  asset  conveyance  under ss.726,  et seq.  Florida statutes
         and/or any other similar  cause of action which would attach  Quigley's
         ownership of its interest in CPNP and/or assert the  transaction  which
         created  CPNP   contravened   any  statute  of  Florida,   Delaware  or
         Pennsylvania.

         (g)  Suncoast  shall  indemnify  and hold  Quigley  harmless  including
         attorneys'  fees and costs for any action brought  against Quigley as a
         result of any claim referenced in the paragraph above or Section 3.4 of
         this Agreement.

                                  ARTICLE FIVE

                      CONDITIONS PRECEDENT TO THE EXCHANGE

         Section  5.1.  Conditions  to the  Obligations  of  Quigley.  Quigley's
obligations  to effect the  exchange  shall be subject to the  satisfaction  (or
waiver by Suncoast) of the following conditions prior to or at the Closing:

         (a)  The  representations  and  warranties  made  by  Quigley  in  this
         Agreement  shall be true in all  material  respects at the Closing with
         the same effect as though such  representations and warranties had been
         made or given on and as of the Effective Date;

         (b) Suncoast shall have performed and complied in all material respects
         with all of its  obligations  and  agreements  required to be performed
         prior to the Closing under this Agreement;

         (c) No temporary restraining order, preliminary or permanent injunction
         or other order issued by any court of competent  jurisdiction  or other
         legal  restraint or  prohibition  preventing  the  consummation  of the
         exchange  contemplated  herein  shall  be  in  effect,  nor  shall  any
         proceeding  by  any  authority  or  other  person  seeking  any  of the
         foregoing  be  pending.  There  shall not be any action  taken,  or any
         statute, rule, regulation or order enacted, entered, enforced or deemed
         applicable to the exchange which makes the consummation of the exchange
         illegal; and

         (d) All necessary  approvals,  consents and authorizations  required by
         law for consummation of the exchange including, without limitation, the
         approval by the Board of Directors of Quigley shall have been obtained.

         (e) Quigley shall have received all executed  documents  required to be
         received  from  Suncoast  on or prior to the  Closing;  all in form and
         substance reasonably satisfactory to Quigley.

         Section 5.2.  Conditions  to the  Obligations  of Suncoast.  Suncoast's
obligations  to effect the  exchange  shall be subject to the  satisfaction  (or
waiver by Quigley) of the following conditions prior to the Closing:


                                       -6-

<PAGE>



         (a)  The  representatives  and  warranties  made  by  Suncoast  in this
         Agreement  shall be true in all  material  respects at the Closing with
         the same effect as though such  representations and warranties had been
         made or given on and as of the Effective Date;

         (b) Suncoast shall have performed and complied in all material respects
         with all of its  obligations  and  agreements  required to be performed
         prior to the Closing under this Agreement;

         (c) No temporary restraining order, preliminary or permanent injunction
         or other order issued by any court of competent  jurisdiction  or other
         legal  restraint or  prohibition  preventing  the  consummation  of the
         exchange  contemplated  herein  shall  be  in  effect,  nor  shall  any
         proceeding  by  any  authority  or  other  person  seeking  any  of the
         foregoing  be  pending.  There  shall not be any action  taken,  or any
         statute, rule, regulation or order enacted, entered, enforced or deemed
         applicable to the exchange which makes the consummation of the exchange
         illegal; and

         (d) All necessary  approvals,  consents and authorizations  required by
         law for  consummation of the exchange  including,  without  limitation,
         approval  by the Board of  Directors  and  Shareholders  of Suncoast or
         before the Closing shall have been obtained.

         (e) Suncoast shall have received the opinion of Quigley's counsel as
         required herein.

         (f) Suncoast shall have received all executed  documents required to be
         received  from  Quigley  on or  prior to the  Closing;  all in form and
         substance reasonably satisfactory to Suncoast.

                                   ARTICLE SIX

                           TERMINATION OR ABANDONMENT

         Section 6.1. Mutual Agreement.  This Agreement may be terminated by the
mutual  written  consent  of the  parties  at any  time  prior  to the  Closing,
regardless  of  whether   stockholder   approval  of  this   Agreement  and  the
transactions contemplated hereby shall have been previously obtained.

         Section  6.2.  Breach of  Agreements.  In the event there is a material
breach in any of the  representations and warranties or agreements of Quigley or
Suncoast, which breach is not cured within thirty (30) days after notice to cure
such breach is given by the non-breaching  party, then the non-breaching  party,
regardless  of  whether   stockholder   approval  of  this   Agreement  and  the
transactions   contemplated  hereby  shall  have  been  previous  obtained,  may
terminate and cancel this  Agreement by providing  written notice of such action
to the other party hereto.

         Section 6.3. Failure of Conditions.  In the event any of the conditions
to the  obligations  of either party are not satisfied or waived as specified in
Article Five hereof,  and if any applicable  cure period provided in Section 6.2
hereof has lapsed, then the party for whose benefit such conditions were imposed
may,  regardless  of whether  stockholder  approval  of this  Agreement  and the
transactions contemplated hereby shall have been previously obtained,  terminate
and cancel this  Agreement  by delivery of written  notice of such action to the
other party on such date.

                                  ARTICLE SEVEN

                                       -7-

<PAGE>



                            MISCELLANEOUS PROVISIONS

         Section 7.1.  Notices.  Any notice or other  communication  shall be in
writing  and shall be deemed to have been given or made on the date of  delivery
in the case of hand  delivery,  or three (3) business  days after deposit in the
United States Registered Mail,  postage prepaid,  or upon receipt if transmitted
by facsimile telecopy or any other means, addressed (in any case) as follows:

(a)      if to Quigley:

The Quigley Corporation
621 Shady Retreat Road
Doylestown, PA 18901
Attention: Mr. Guy Quigley

with a copy to:



Attention:
          -------------------

and


(b)      if to Suncoast:

Suncoast Naturals, Inc.
5447 NW 42nd Avenue
Boca Raton, FL 33496
Attention: William J. Reilly, Esq.

with copies to:



Attention:
          --------------------

or to such other address as any party may from time to time  designate by notice
to the others.

         Section  7.2.  Liabilities.   In  the  event  that  this  Agreement  is
terminated  pursuant to the  provisions  of Section 6.2 or Section 6.3 hereof on
account  of a breach  of any of the  representations  and  warranties  set forth
herein or any breach of any of the agreements set forth herein or any failure of
conditions  precedent to the exchange herein contained,  then the non- breaching
party or the party for whose  benefit  such  conditions  were  imposed  shall be
entitled to recover  appropriate  damages from the  breaching  party;  provided,
however,  that  notwithstanding  the  foregoing,  in the event this Agreement is
terminated by reason of a failure of a condition precedent set forth in Sections
5.1 (c) or (d),  or  Sections  5.2(c) or (d),  no party  hereto  shall  have any
liability to any other party for costs, expenses, damages or otherwise.

         Section 7.3. Entire  Agreement.  This Agreement  constitutes the entire
agreement  between  the  parties  and  supersedes  and cancels any and all prior
discussions,  negotiations,  undertakings  and  agreements  between  the parties
relating to the subject matter hereof.


                                       -8-

<PAGE>



         Section  7.5.  Headings  and  Captions.  The  captions of Articles  and
Sections  hereof are for  convenience  only and shall not  control or affect the
meaning or construction of any of the provisions of this Agreement.

         Section 7.6. Waiver. Amendment or Modification.  The conditions of this
Agreement  which may be waived  may only be waived by notice to the other  party
waiving such condition. The failure of any party at any time or times to require
performance  of any  provision  hereof shall in no manner  affect the right at a
later time to enforce the same.  This  Agreement  may not be amended or modified
except by a written document duly executed by the parties hereto.

         Section  7.7.  Rules of  Construction.  Unless  the  context  otherwise
requires:  (a) a term has the meaning assigned to it; (b) an accounting term not
otherwise  defined has the meaning  assigned to it in accordance  with generally
accepted accounting principles;  (c) "or" is not exclusive; and (d) words in the
singular may include the plural and in the plural include the singular.

         Section 7.8.  Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
shall be deemed one and the same instrument.

         Section 7.9.  Successors and Assigns.  This Agreement  shall be binding
upon and inure to the benefit of the parties hereto and their respective  heirs,
administrators,  successors  and  assigns,  including  any  successor by merger,
reorganization or acquisition of substantially all the assets of a party hereto.
There shall be no third party beneficiaries hereof.

         Section 7.10.  Governing Law; Assignment.  This Agreement shall be
governed by the law of the State of Delaware.  This Agreement may not be
assigned by either of the parties hereto.

         Section 7.11.  Severability.  Any provision of this Agreement  which is
prohibited,  unenforceable  or not authorized in any jurisdiction is, as to such
jurisdiction,   ineffective   to   the   extent   of   any   such   prohibition,
unenforceability   or  nonauthorization   without   invalidating  the  remaining
provisions hereof, or affecting the validity  inforceability or legality of such
provision  in  any  other  jurisdiction,  unless  the  ineffectiveness  of  such
provision would result in such a material  change as to cause  completion of the
transactions contemplated hereby to be unreasonable.

                                  SCHEDULE "A"
                                  ------------

The put or call cash consideration  payable for the Preferred Shares pursuant to
this Section 1.2(c) (the  "Redemption  Price") shall be $10.00 per share (for an
aggregate cash  consideration not to exceed  $1,000,000) plus an interest factor
which shall accrue from the Effective  Date through the date of sale or purchase
pursuant to a put or call  provided  for in this  Section  1.2(c).  The interest
shall be a fixed  annual rate equal to the prime rate  announced by Citibank NA,
New York City on the Effective  Date, and may be payable in cash or accrued.  In
the event that all Preferred Shares are not put by Quigley to Suncoast or called
by Suncoast on or before December 31, 2007, all such shares shall be redeemed by
Suncoast at face value, together with accrued interest, if any, as of that date.

Schedule of Put Options By Quigley:

(1) On or After March 31, 2003, and for each calendar quarter thereafter (on

                                       -9-

<PAGE>


or before the 45th day following the end of each Quarter), a Put Option equal to
the number of Shares  which  represents  50% of the free cash flow  reported  by
Suncoast in the immediately  preceding quarterly financial statements divided by
the Redemption Price of $10.00 per Share. In the event that all Preferred Shares
are not put by Quigley to Suncoast  or called by Suncoast on or before  December
31, 2007, all such shares shall be redeemed by Suncoast at face value,  together
with accrued interest, if any, as of that date.

IN WITNESS WHEREOF, the undersigned have set their hand and seals as of the date
first above written.


         THE QUIGLEY CORPORATION




         BY:
            ---------------------
             President





         SUNCOAST NATURALS, INC.




         BY:
            ----------------------
             President

                                      -10-