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.

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 any event such



<PAGE>

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
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:

"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."



<PAGE>

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.

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 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



<PAGE>

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
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
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.



<PAGE>

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
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

(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



<PAGE>

(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.

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.

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.



<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:/s/ William J. Reilly
                                             ---------------------
                                          Title: President
Attest:

Secretary:

                                          GOLDSTRAND INVESTORS, INC.

                                          BY:/s/ Seth Fireman
                                             -----------------------



<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.

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:


<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)


<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)



<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.

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



<PAGE>

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:


<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)



<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)