Exhibit 10(d)

[GRAPHIC OMITTED]

Worldwide Health Resources, Inc.
1535 S.W. 5th Ave.* Boca Raton, FL 33432-7209 * 561-368-9893 * fax 561-447-0399


                      SALES MANAGEMENT & SERVICE AGREEMENT

IN CONSIDERATION FOR THE REPRESENTATIONS, PROMISES AND ACTS OF EACH OTHER AS SET
OUT IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

1.   WORLDWIDE HEALTH RESOURCES, INC., A FLORIDA CORPORATION, HEREINAFTER CALLED
     WHRI, HEREIN AGREES TO ACT AS A CONSULTANT AND MARKETING SERVICE
     REPRESENTATIVE AS AND FOR SETTING UP A MARKETING AND SALES FORCE CONCERNING
     SALES OF "PRODUCT" , HEREINAFTER CALLED MANUFACTURER IN THE FOLLOWING
     TERRITORY (IES): UNITED STATES AND CANADA. WHRI WILL UTILIZE ITS' EXISTING
     NETWORK OF SALES REPRESENTATIVE TO MARKET MANUFACTURERS' PRODUCT/S.

2.   FEES TO WHRI.

     a)   IN CONSIDERATION FOR SETTING UP THE MARKETING AND SALES RESPECTING THE
          ABOVE IDENTIFIED PRODUCT WHRI WILL RECEIVE A NON-REFUNDABLE SET-UP FEE
          UPON SIGNING OF THIS AGREEMENT IN THE AMOUNT OF FIVE THOUSAND DOLLARS
          ($5,000)

     b)   MANAGEMENT FEE. IN ADDITION TO THE FEES IDENTIFIED ABOVE, MANUFACTURER
          SHALL PAY TO WHRI A MANAGEMENT FEE EACH MONTH BASED ON THE FOLLOWING
          SCHEDULE OF SALES BEGINNING 06/15/2003.


                1.       $0 - $1,000,000            $5,000 PER MONTH

                2.       $1,000,001 - $3,000,000    $4,000 PER MONTH

                3.       $3,000,001+ ~              $3,000 PER MONTH

     c)   SALES COMMISSION: IN ADDITION, WHRI SHALL RECEIVE A COMMISSION OF
          FIFTEEN PERCENT (15%) OF NET INVOICE AMOUNT. COMMISSIONS CHECKS WILL
          BE PAID TO WHRI UPON THE 25TH OF EACH MONTH BASED ON MONIES RECEIVED
          BY MANUFACTURER FOR ALL ORDERS SHIPPED. WHRI SHALL HAVE THE SOLE
          RESPONSIBILITY TO IDENTIFY AND PAY THOSE REPS RESPONSIBLE FOR SALES OF
          MANUFACTURER'S PRODUCTS AND AGREES TO INDEMNIFY AND HOLD MANUFACTURER
          HARMLESS FROM ALL CLAIMS BY ALL REPS WITH RESPECT TO COMMISSION
          ENTITLEMENT.

     d)   TRAVEL: MANUFACTURER AGREES TO REIMBURSE ALL TRAVEL RELATED COSTS
          (AIRFARE, HOTEL, ENT.) UPON PRIOR APPROVAL AND SUBMISSION OF RECEIPTS
          ON A NET 10 DAY BASIS.

     e)   BONUS INCENTIVE: IN ADDITION TO COMMISSION PAYMENTS, WHRI SHALL BE
          ENTITLES TO A SALES BONUS ACCORDING TO THE FOLLOWING SCHEDULE OF TOTAL
          YEARLY SALES:

                1.       $1,000,000- $3,000,000     1%    of annual gross sales

                2.       $3,000,001- $6,000,000     1.5% of annual gross sales

                3.       $6,000,001 -$9,000,000     2%    of annual gross sales

          THE BONUS PROVIDED FOR MY THIS PARAGRAPH IS BASED UPON BOOKED ORDERS
          FOR WHICH PAYMENT HAS BEEN RECEIVED OVER A 12 MONTH PERIOD. THIS
          TWELVE MONTH PERIOD WILL BEGIN IN THE FIRST MONTH OF THE FIRST PAID
          AND SHIPPED ORDER. FOR THE PURPOSES OF THIS PARAGRAPH "TOTAL YEARLY
          SALES" IS AN AMOUNT EQUAL TO THE TOTAL OF ALL SALES TO WHICH



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          COMMISSIONS WAS PAID DURING A CALENDAR YEAR WITH RESPECT TO SALES OF A
          PRODUCT COVERED BY THIS AGREEMENT.

3.   TERMS OF THIS AGREEMENT:

     a)   THIS AGREEMENT SHALL CONTINUE IN EFFECT FOR ONE YEAR UNLESS TERMINATED
          SOONER PURSUANT TO THIS AGREEMENT. IT SHALL AUTOMATICALLY BE DEEMED TO
          BE RENEWED FOR SUCCESSIVE ONE YEAR TERMS UNLESS A NOTICE OF INTENT NOT
          TO RENEW IS GIVEN BY ONE PARTY AT LEAST 90 DAYS BEFORE THE EXPIRATION
          OF A ONE YEAR TERM.

     b)   IF MANUFACTURER DOES NOT RENEW, WHRI SHALL BE ENTITLED TO CONTINUE TO
          RECEIVE ITS FULL COMMISSION FOR SALES TO ACTIVE ACCOUNTS FOR A PERIOD
          OF ONE YEAR.

     c)   IF WHRI DOES NOT RENEW, WHRI SHALL NOT BE ENTITLED TO ANY FEES,
          COMMISSIONS OR BONUS AFTER THE EXPIRATION OF THIS AGREEMENT.

     d)   THE PARTIES AGREE THAT THEIR MUTUAL INTENTION IS THAT THIS AGREEMENT
          SHALL REMAIN IN EFFECT UNLESS (i) ONE OF THEM ELECTS NOT TO RENEW IT
          OR (ii) IT IS TERMINATED PURSUANT (iii) THEY MUTUALLY AGREE TO
          TERMINATE IT. FURTHERMORE, THE PARTIES ACKNOWLEDGE THAT EACH WILL BE
          DEVOTING A SIGNIFICANT AMOUNT OF TIME, UP FRONT, TO GET THIS
          ENTERPRISE "OFF THE GROUND". THEREFORE, THE PARTIES AGREE THAT NEITHER
          OF THEM WITHOUT THE ADVANCE EXPRESS CONSENT OF THE OTHER, HAS ANY
          RIGHT, FOR ANY REASON, TO DECLARE THAT THIS AGREEMENT OR THE RIGHTS
          AND OBLIGATIONS OF THE OTHER IS, HAS BEEN OR WILL BE SUSPENDED. IN
          SUMMARY, THIS AGREEMENT MANDATES THE CONTINUOUS PERFORMANCE OF THE
          AGREEMENT BY BOTH PARTIES UNTIL THE AGREEMENT EXPIRES OR HAS BEEN
          TERMINATED PURSUANT TO THE PROVISIONS SET OUT IN THIS AGREEMENT.

4.   OBLIGATIONS OF WHRI & BENEFITS TO MANUFACTURER:

WHRI AGREES TO PROMOTE AND SELL THE MANUFACTURER'S PRODUCTS TO THE FOLLOWING
ACCOUNTS: WAREHOUSE CLUBS, MASS MERCHANDISERS, GROCERY & DRUG CHAINS, "NATURAL
HEALTH" CHAINS, QVC, MAIL ORDER, INFOMERCIALS, TELEVISION, MILITARY AND
DISTRIBUTORS THROUGHOUT THE TERRITORY.

     a)   THE PARTIES RECOGNIZE THAT THE SUCCESS OF A CONSUMER PRODUCT DEPENDS
          ON MANY FACTORS INCLUDING SUBJECTIVE CONSUMER DECISIONS AND THE STATE
          OF THE ECONOMY. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED BY
          MANUFACTURER AS A WARRANTY BY WHRI AS TO THE POSSIBLE SUCCESS OR
          FAILURE OF THE PRODUCT OR THE NUMBER OF UNITS WHICH MAY BE SOLD.

     b)   WHRI WILL UTILIZE ITS EXISTING NETWORK OF SALES REPRESENTATIVES TO
          MARKET AND SELL MANUFACTURER'S PRODUCTS.

     c)   ALL NATIONAL AND REGIONAL TRADE SHOWS WILL BE THE FULL RESPONSIBILITY
          OF THE MANUFACTURER.

     d)   ALL PRODUCT SAMPLES SENT TO REPS WILL BE THE SOLE RESPONSIBILITY OF
          THE MANUFACTURER AND CONSIDERED A COST OF DOING BUSINESS.

     e)   WHRI IS NOT AUTHORIZED TO INCUR ANY EXPENSE ON BEHALF OF MANUFACTURER
          UNLESS ADVANCE EXPRESS APPROVAL IS OBTAINED FROM COMPANY PRESIDENT OF
          ANOTHER DESIGNEE OF MANUFACTURER.



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     f)   MANUFACTURER AGREES TO PROVIDE WHRI, ON A MONTHLY BASIS, COPIES OF ALL
          INVOICES FOR SHIPPED PRODUCTS AND AN ACCOUNTING OF ALL PAYMENTS
          RECEIVED.

     g)   THIS CONTRACT IS ASSUMABLE IN THE EVENT THE MANUFACTURER CHANGES
          OWNERSHIP OR MANUFACTURER WILL PAY WHRI THE EQUIVALENT OF THE PREVIOUS
          SIX (6) MONTHS' FEES AND COMMISSIONS.

5.   MANUFACTURER'S COVENANTS: MANUFACTURER AGREES THAT DURING THE TERM OF THIS
     AGREEMENT THAT IT WILL NOT ATTEMPT TO CONTRACT WITH OR HIRE ANY SALES REP
     OR SALES AGENCY, OTHER THAN WHRI, TO SELL THE PRODUCTS COVERED BY THIS
     AGREEMENT IN THE TERRITORY.

6.   TERMINATION FOR CAUSE BY THE PARTIES:

     a)   WHRI HAS THE RIGHT TO TERMINATE THIS AGREEMENT IF WHRI BELIEVES THAT A
          MATERIAL BREACH BY MANUFACTURER OF THE AGREEMENT HAS OCCURRED. FOR
          PURPOSES OF THIS PARAGRAPH, "MATERIAL BREACH" MEANS THAT WHRI, ACTING
          IN GOOD FAITH AND BASED UPON THE INFORMATION THEN KNOWN TO IT,
          DETERMINES THAT MANUFACTURER HAS ENGAGED IN OR IS ENGAGING IN WILFUL
          MISCONDUCT, GROSS NEGLIGENCE, THEFT, FRAUD OR OTHER ILLEGAL CONDUCT,
          OR HAS FAILED TO PERFORM A MATERIAL OBLIGATIONS OF THE AGREEMENT. EACH
          MATERIAL BREACH SHALL BE SPECIFIED IN A NOTICE OF TERMINATION. WHRI
          SHALL HAVE 45 CALENDAR DAYS FROM THE DATE IT RECEIVES SUCH NOTICE TO
          CURE THAT MATERIAL BREACH, IF SUCH A CURE IS POSSIBLE.

     b)   MANUFACTURER HAS THE RIGHT TO TERMINATE THIS AGREEMENT IF IT
          DETERMINES THAT A MATERIAL BREACH HAS OCCURRED. FOR PURPOSES OF THIS
          PARAGRAPH, "MATERIAL BREACH" MEANS THAT WHRI, ACTING IN GOOD FAITH AND
          BASED UPON THE INFORMATION THEN KNOWN TO IT, DETERMINES THAT
          MANUFACTURER HAS ENGAGED IN OR IS ENGAGING IN WILFUL MISCONDUCT, GROSS
          NEGLIGENCE, THEFT, FRAUD OR OTHER ILLEGAL CONDUCT, OR HAS FAILED TO
          PERFORM A MATERIAL OBLIGATIONS OF THE AGREEMENT. EACH MATERIAL BREACH
          SHALL BE SPECIFIED IN A NOTICE OF TERMINATION. MANUFACTURER SHALL HAVE
          45 CALENDAR DAYS FROM THE DATE IT RECEIVES SUCH NOTICE TO CURE THAT
          MATERIAL BREACH, IF SUCH A CURE IS POSSIBLE.

     c)   SHOULD EITHER PARTY TERMINATE THIS AGREEMENT FOR CAUSE, ANY AND ALL
          FINANCIAL TERMS AS MENTIONED IN THIS CONTRACT SHALL CEASE IMMEDIATELY
          AND NO FURTHER MONIES WILL BE DUE OR PAYABLE, ONE TO THE OTHER, UNLESS
          SPECIFICALLY DIRECTED OTHERWISE AS THE RESULT OF A RULING AS COVERED
          IN PARAGRAPH 8.

7.   TERMINATION WITHOUT CAUSE:

     a)   IF MANUFACTURER TERMINATES THIS AGREEMENT WITHOUT CAUSE, WHRI SHALL BE
          ENTITLED TO ALL FEES AND EARNED COMMISSIONS FOR A PERIOD OF ONE YEAR
          FROM THE DATE OF TERMINATION.

     b)   IF WHRI TERMINATES WITHOUT CAUSE, MANUFACTURER SHALL BE ENTITLED TO A
          REFUND OF ALL FEES AND COMMISSIONS PAID FOR A PERIOD OF ONE YEAR PRIOR
          TO THE DATE OF TERMINATION.

8.   ARBITRATION: ALL DISPUTES BETWEEN THE PARTIES SHALL BE RESOLVED BY
     ARBITRATION EXCEPT AS OTHER WISE PROVIDED IN THIS PARAGRAPH. THIS
     ARBITRATION SHALL BE CONDUCTED ONLY BEFORE THE AMERICAN ARBITRATION
     ASSOCIATION AND ONLY IN BOCA RATON, FLORIDA, PALM BEACH COUNTY. THIS
     ARBITRATION SHALL BE CONDUCTED BY ONLY ONE ARBITRATOR WHO HAS EXPERIENCE
     WITH THE ISSUES BEING ARBITRATED AND WHO IS MUTUALLY SATISFACTORY TO THE
     PARTIES. ANY FINAL AWARD OR FINAL DECISION RENDERED PURSUANT TO SUCH
     ARBITRATION MAY BE REVIEWED IN ANY COURT PURSUANT TO THE FLORIDA UNIFORM



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     ARBITRATION ACT, HOWEVER, IF WHRI OR MANUFACTURER OR BOTH IS MADE A PARTY
     TO A LAWSUIT BY ANY THIRD PARTY, WHRI AND MANUFACTURER ARE NOT PRECLUDED
     FROM ASSERTING AND SEEKING A JUDICIAL DETERMINATION OF THOSE CLAIMS, IF
     ANY, WHICH EACH HAS AGAINST THE OTHER. EACH PARTY RESERVES THE RIGHT TO GO
     TO COURT TO SEEK INJUNCTIVE RELIEF, BUT SUCH COURT SHALL NOT HAVE
     JURISDICTION OVER ANY MONETARY CLAIMS. THE PARTY WHICH THE ARBITRATION
     AWARD IDENTIFIES AS THE OVERALL PREVAILING PARTY IS ENTITLED TO AN AWARD OF
     REASONABLE ATTORNEY'S FEES, COSTS AND ALL REASONABLE, RELATED EXPENSES FROM
     THE OTHER.

9.   MISCELLANEOUS:

     a)   GOVERNING LAW: The VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
          AGREEMENT, SHALL BE GOVERNED BY THE LAWS OF FLORIDA.

     b)   WAIVER OF BREACH: THE WAIVER BY WHRI OR MANUFACTURER OF THE BREACH OF
          ANY PROVISION OF THE AGREEMENT SHALL NOT OPERATE TO OR BE CONSTRUED AS
          A WAIVER OF ANY SUBSEQUENT BREACH BY THAT PARTY.

     c)   ENTIRE AGREEMENT: THIS DOCUMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN
          THE PARTIES, SUPERSEDES ALL PRIOR ORAL AGREEMENTS, INCLUDING THE
          LETTER OF INTENT, AND MAY NOT BE CHANGED ORALLY, BUT ONLY BY AGREEMENT
          IN WRITING SIGNED BY THE PARTIES.

     d)   NOTICES: ANY NOTICE WHICH MAY OR MUST BE GIVEN PURSUANT TO THIS
          AGREEMENT SHALL BE DEEMED TO HAVE BEEN VALIDLY GIVEN OR SERVED IF THAT
          NOTICE IS ACCOMPLISHED BY SATISFYING BOTH OF THE FOLLOWING: (i) THE
          NOTICE MUST BE IN WRITING AND MUST BE FAXED, DELIVERED PERSONALLY OR
          SENT BY REGISTERED OR CERTIFIED MAIL PROPERLY ADDRESSED TO THE OTHER
          AT THE ADDRESS SET FORTH ON THE LAST PAGE OF THIS AGREEMENT, AND (ii)
          MUST ALSO BE SENT BY E-MAIL. NOTICES SHALL BE DEEMED EFFECTIVE THREE
          BUSINESS DAYS FOLLOWING THE DATE OF SENDING SUCH NOTICE IF BY MAIL, OR
          UPON RECEIPT IF DELIVERY IS MADE PERSONALLY, BY FAX OR BY E-MAIL.
          EITHER PARTY, BY NOTICE SO GIVEN MAY CHANGE THE ADDRESS TO WHICH HIS
          OR ITS FUTURE NOTICES SHALL BE SENT.

     e)   ASSIGNABILITY: THIS AGREEMENT MAY BE ASSIGNED BY WHRI OR BY
          MANUFACTURER AS LONG AS THE ASSIGNEE IS REASONABLE ABLE TO CARRY OUT
          THE RESPONSIBILITIES OF ITS ASSIGNOR. THE ASSIGNOR MUST GIVE ADVANCE
          NOTICE TO THE OTHER PARTY AT LEAST 10 CALENDAR DAYS BEFORE THE
          ASSIGNMENT BECOMES EFFECTIVE. THAT NOTICE MUST INCLUDE THE FULL NAME,
          BUSINESS ADDRESS, AND CONTACT INFORMATION OF THE ASSIGNEE, ALONG WITH
          THE DATE WHEN THE ASSIGNMENT IS TO BECOME EFFECTIVE. AN ASSIGNMENT
          DOES NOT RELIEVE THE ASSIGNOR FROM ITS OBLIGATIONS AS SET FOR IN THIS
          AGREEMENT.

     f)   UNDERSTANDING OF THIS AGREEMENT: EACH INDIVIDUAL WHO SIGNS THIS
          AGREEMENT, BY HIS OR HER SIGNATURE, REPRESENTS THAT HE OR SHE HAS HAD
          AMPLE OPPORTUNITY TO READ THIS AGREEMENT, HAS HAD THE SAME OPPORTUNITY
          TO ASK QUESTIONS ABOUT IT AND ITS APPLICATION, UNDERSTANDS IT,
          VOLUNTARILY SIGNS IT AND HAS THE AUTHORITY TO DO SO.





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-----------------------------------------         ------------------------------
              SIGNATURE                                         DATE


MITCHELL C. GOULD, CEO

WORLDWIDE HEALTH RESOURCES, INC.

1536 SW 5TH AVE

BOCA RATON,  FL  33432




-----------------------------------------         ------------------------------
              SIGNATURE                                         DATE

TOM RICHERSON, V.P. PRODUCT DEVELOPMENT

WORLDWIDE HEALTH RESOURCES, INC.

1536 SW 5TH AVE

BOCA RATON,  FL  33432



-----------------------------------------         ------------------------------
              SIGNATURE                                         DATE


WILLIAM J. RILEY, CEO

SUNCOAST NATURALS

5422 CARRIER DR., SUITE 309

ORLANDO, FL  32819