Exhibit 10(d)

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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



<PAGE>

OF THIS  PARAGRAPH  "TOTAL  YEARLY SALES" IS AN AMOUNT EQUAL TO THE TOTAL OF ALL
SALES TO WHICH

 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.

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



<PAGE>

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 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.




<PAGE>

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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/s/ Mitchell C. Gould
---------------------                 ------------------------------
              SIGNATURE                                         DATE


MITCHELL C. GOULD, CEO

WORLDWIDE HEALTH RESOURCES, INC.

1536 SW 5TH AVE


BOCA RATON, FL 33432

/s/ Tom Richerson
-----------------                      ------------------------------
          SIGNATURE                                         DATE

TOM RICHERSON, V.P. PRODUCT DEVELOPMENT

WORLDWIDE HEALTH RESOURCES, INC.

1536 SW 5TH AVE


BOCA RATON, FL 33432


/s/ William J. Reilly
---------------------                 ------------------------------
              SIGNATURE                                         DATE


WILLIAM J. RILEY, CEO

SUNCOAST NATURALS

5422 CARRIER DR., SUITE 309

ORLANDO, FL 32819