NEITHER THIS WARRANT NOR THE SHARES  ISSUABLE  UPON THE EXERCISE OF THIS WARRANT
HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR UNDER ANY APPLICABLE STATE  SECURITIES LAWS.  NEITHER THIS WARRANT NOR ANY OF
SUCH  SHARES  MAY BE  OFFERED  OR  TRANSFERRED  BY SALE,  ASSIGNMENT,  PLEDGE OR
OTHERWISE UNLESS (I) A REGISTRATION  STATEMENT FOR SUCH SECURITIES UNDER THE ACT
IS IN EFFECT OR (II) THE  COMPANY  HAS  RECEIVED  AN OPINION OF  COUNSEL,  WHICH
OPINION IS  REASONABLY  SATISFACTORY  TO THE  COMPANY,  TO THE EFFECT  THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT.

                               SYNERGY BRANDS INC.
                             1175 Walt Whitman Road
                               Melville, NY 11747

                          COMMON STOCK PURCHASE WARRANT

Date of Issuance: September 24, 2001                           Right to Purchase
                                                          Shares of Common Stock

Warrant No:


     For value  received,  SYNERGY  BRANDS  INC.,  a Delaware  corporation  (the
"Company"),  hereby  grants  to , or its  registered  assigns  (the  "Registered
Holder"),  the right to purchase  from the Company up to shares of the Company's
Common Stock, par value $.001 per share ("Common  Stock") (as adjusted  pursuant
to  Section  3  hereof),  and at the price per  share  determined  initially  as
provided in Section 3.1 hereof (as adjusted pursuant to Section 3 hereof).  This
Warrant is one of a series of  warrants  to  purchase  up to  200,000  shares of
Common  Stock  issued by the Company in a private  offering of Common  Stock and
warrants to certain investors (the "Offering").

     This Warrant is subject to the following provisions:

     1.  DEFINITIONS.  As used in this  Warrant,  the  following  terms have the
meanings set forth below:

     "AFFILIATE" of any Person means a Person which  controls,  is controlled by
or its under common control with, such Person.

                                      EX-4

<PAGE>


     "CAPITAL STOCK" means the Company's Common Stock,  preferred stock, and any
other equity securities of the Company.

     "COMMON STOCK" means the Company's Common Stock, $.001 par value per share.

     "CURRENT  MARKET  PRICE"  means as to any security the average of the daily
closing  prices  for  the 30  consecutive  business  days  ending  with  the day
immediately  prior to the day in question.  The closing price for each day shall
be the last  reported  sales price regular way or, in case no such reported sale
takes  place on such day,  the  average of the  reported  closing  bid and asked
prices regular way, in either case on the principal national securities exchange
on which the  security is listed or  admitted  to  trading,  or if not listed or
admitted  to trading on any  national  securities  exchange,  the average of the
highest  reported  bid and lowest  reported  asked  prices as  furnished  by the
National  Association of Securities Dealers,  Inc.'s Automated Quotation System,
or the nearest  comparable system, or, in the absence of either, by a nationally
recognized  independent investment banking firm selected mutually by the holders
representing a majority of the  outstanding  Warrants and the Board of Directors
of the Company (or if such selection cannot be made, by a nationally  recognized
investment  banking firm  selected by the American  Arbitration  Association  in
accordance with its commercial rules).

     "PERSON" means an  individual,  a  partnership,  a corporation,  a trust, a
joint venture, a limited liability company,  an unincorporated  organization,  a
government or any department or agency thereof or any other entity.

     "WARRANTS" means this Warrant and all other common warrants issued pursuant
to the  Offering,  and all common  stock  purchase  warrants  issued in exchange
therefor pursuant to the terms hereof and thereof.

     "WARRANT  STOCK"  means  shares of the  Company's  authorized  but unissued
Common Stock issuable upon the exercise of the Warrants;  provided that if there
is a change such that the  securities  issuable upon exercise of the Warrant are
issued by an entity  other than the Company or there is a change in the class of
securities so issuable, then the term "Warrant Stock" will mean one share of the
security  issuable  upon exercise of the Warrant if such security is issuable in
shares,  or will mean the  smallest  unit in which such  security is issuable if
such security is not issuable in shares.

     2. EXERCISE OF WARRANT.

     2.1 EXERCISE PERIOD.  The Registered  Holder may exercise this Warrant,  in
whole or in part (but not as to a  fractional  share of Warrant  Stock),  at any
time and from  time to time  after the Date of  Issuance  and prior to 5:00 p.m.
(New York time) on September 24, 2006 (the "Exercise Period").

                                      EX-4

<PAGE>

     2.2 EXERCISE PROCEDURE.

     (a) This Warrant will be deemed to have been  exercised at such time as the
Company has received all of the following items (the "EXERCISE DATE"):

         (i) a completed Exercise Agreement, as described below, executed by the
     Person  exercising all or part of the purchase  rights  represented by this
     Warrant (the "PURCHASER");

         (ii) this Warrant;

         (iii) if this Warrant is not  registered in the name of the  Purchaser,
     an  Assignment or  Assignments  in the form set forth in Exhibit II hereto,
     evidencing the assignment of this Warrant to the Purchaser; and

         (iv) a check  payable to the Company (or cash or wire  transfer)  in an
     amount equal to the product of the Exercise Price  multiplied by the number
     of shares  of  Warrant  Stock  being  purchased  upon  such  exercise  (the
     "PURCHASE PRICE").

     (b)  Certificates  for shares of Warrant Stock  purchased  upon exercise of
this Warrant will be delivered by the Company to the  Purchaser  within five (5)
business days after the Exercise Date. Unless this Warrant has expired or all of
the purchase rights  represented  hereby have been  exercised,  the Company will
prepare a new Warrant,  substantially identical hereto,  representing the rights
formerly  represented by this Warrant which have not expired or been  exercised.
The Company will,  within such five-day period,  deliver such new Warrant to the
Person designated for delivery in the Exercise Agreement.

     (c) The Warrant  Stock  issuable  upon the exercise of this Warrant will be
deemed to have been  issued  to the  Purchaser  on the  Exercise  Date,  and the
Purchaser  will be deemed for all  purposes to have become the record  holder of
such Warrant Stock on the Exercise Date.

     (d) The issuance of certificates  for shares of Warrant Stock upon exercise
of this  Warrant  will be made without  charge to the  Registered  Holder or the
Purchaser for any issuance tax in respect  thereof or any other cost incurred by
the Company in connection with such exercise and the related  issuance of shares
of Warrant Stock; provided,  however, that if the shares of Warrant Stock are to
be issued in a name other than that of the Registered Holder,  then such Warrant
Stock shall be delivered only when the person  requesting such delivery has paid
to the Company the amount of transfer  taxes or charges  required in  connection
with such issuance, if any.

     (e) The Company  will not close its books for the  transfer of this Warrant
or of any share of Warrant  Stock  issued or issuable  upon the exercise of this
Warrant in any manner which interferes with the timely exercise of this Warrant.
The Company  will from time to time take all such action as may be  necessary to
assure that the par value per share of the  unissued  Warrant  Stock  acquirable
upon exercise of this Warrant is at all times equal to or less than the Exercise
Price then in effect.

                                      EX-4

<PAGE>


     2.3 EXERCISE AGREEMENT. The Exercise Agreement will be substantially in the
form set forth in Exhibit I hereto,  except that if the shares of Warrant  Stock
are not to be issued in the name of the Registered  Holder of this Warrant,  the
Exercise  Agreement  will  also  state  the  name  of the  Person  to  whom  the
certificates for the shares of Warrant Stock are to be issued, and if the number
of shares of  Warrant  Stock to be issued  does not  include  all the  shares of
Warrant Stock purchasable  hereunder,  it will also state the name of the Person
to whom a new Warrant for the unexercised  portion of the rights hereunder is to
be delivered.

     2.4  FRACTIONAL  SHARES.  If a fractional  share of Warrant  Stock would be
issuable upon exercise of the rights  represented  by this Warrant,  the Company
will,  within five (5) days after the Exercise Date,  deliver to the Purchaser a
check payable to the Purchaser in lieu of such  fractional  share,  in an amount
equal to the Current  Market Price of such  fractional  share as of the close of
business on the Exercise Date.

     3. EXERCISE PRICE AND ADJUSTMENT OF NUMBER OF SHARES.

     3.1 GENERAL.

         (a) The initial  exercise  price for the shares  which may be purchased
     upon the exercise of this Warrant shall be $1.25 per share,  or, in case an
     adjustment of such price has taken place pursuant to the further provisions
     of this Section 3, then at the price as last  adjusted and in effect on the
     date this  Warrant is presented  for exercise  (such price or such price as
     last  adjusted,  as the  case  may be,  being  referred  to  herein  as the
     "Exercise Price").

         In order to prevent  dilution of the rights granted under this Warrant,
     the Exercise Price and the number of shares  issuable upon exercise of this
     Warrant will be subject to  adjustment  from time to time  pursuant to this
     Section 3.

         (b) If at any time after the Date of Issuance and prior to the Exercise
     Date, the Company shall issue any shares of Common Stock or any shares of a
     class or series of stock or other securities  convertible into Common Stock
     ("CONVERTIBLE  SECURITIES") or any Rights or Related Rights each (as herein
     defined)   (such   Convertible   Securities,   Rights  and  Related  Rights
     collectively the "DERIVATIVE  SECURITIES") (including any dividend or other
     distribution  payable in such Common Stock or Derivative  Securities) for a
     consideration per share of Common Stock (the  consideration in each case to
     be determined in the manner  provided in Section  3.2(e) or (f) below) less
     than the Exercise Price in effect immediately prior to the issuance of such
     Common Stock or Derivative  Securities,  then the Exercise  Price in effect
     immediately  prior to each such issuance  shall  forthwith be reduced to an
     Exercise  Price  determined by dividing:  (x) an amount equal to the sum of
     (A) the total  number of shares of Common  Stock,  including  the number of
     shares of Common Stock  issuable  upon  exercise or  conversion of all such
     Derivative  Securities,  outstanding  immediately  prior  to such  issuance
     multiplied  by the  Exercise  Price  in  effect  immediately  prior to such
     issuance,  plus (B) the aggregate  consideration,  if any,  received by the
     Company  in  connection  with such  issuance,  determined  as  provided  in
     Section 3.2,  by (y) the total number of shares of Common Stock,  including
     the number of shares of Common Stock  issuable  upon exercise or conversion
     of all such  Derivative  Securities,  outstanding  immediately  after  such
     issuance  (including  the  number of shares of Common  Stock into which any
     newly issued  Derivative  Securities are then  convertible or issuable upon
     the exercise of Rights or Related Rights).

                                      EX-4

<PAGE>

     3.2 EFFECT OF CERTAIN  EVENTS ON ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF
SHARES.  For the purpose of  determining  whether any adjustment of the Exercise
Price  pursuant to Section 3.1 is required,  the following  provisions  shall be
applicable:

         (a) In the case of the  issuance  of options or warrants to purchase or
     rights to subscribe for Common Stock  (collectively,  such  "RIGHTS"),  the
     aggregate  maximum  number  of  shares of  Common  Stock  deliverable  upon
     exercise  of such  Rights  shall be deemed to have been  issued at the time
     such Rights were issued,  for a  consideration  equal to the  consideration
     (determined in the manner provided in (e) and (f) below),  if any, received
     by the Company upon the issuance of such Rights,  plus the minimum purchase
     price provided in such Rights for the Common Stock covered thereby.

         (b) In the case of the issuance of Convertible  Securities,  or options
     or  warrants to purchase or rights to  subscribe  for  securities  by their
     terms  convertible or  exchangeable  for Common Stock  (collectively,  such
     "RELATED  RIGHTS") the aggregate  maximum  number of shares of Common Stock
     deliverable upon  conversion,  exchange or exercise of any such Convertible
     Securities  or such  Related  Rights shall be deemed to have been issued at
     the time such Convertible Securities or such Related Rights were issued and
     for a consideration equal to the consideration received by the Company upon
     issuance of such Convertible  Securities or such Related Rights  (excluding
     any cash  received on account of accrued  interest  or accrued  dividends),
     plus the  additional  consideration,  if any, to be received by the Company
     upon the conversion, exchange or exercise of such Convertible Securities or
     Related  Rights (the  consideration  in each case to be  determined  in the
     manner provided in (e) and (f) below).

         (c) On any change in the number of shares of Common  Stock  deliverable
     upon the exercise of such Rights or Related Rights or upon the  conversion,
     exchange or exercise of such Convertible Securities or on any change in the
     minimum  purchase  price of such  Rights,  Related  Rights  or  Convertible
     Securities  other  than  any  change   resulting  from  the   anti-dilution
     provisions of such Rights,  Related Rights or Convertible  Securities,  the
     Exercise  Price shall  forthwith be readjusted  to such  Exercise  Price as
     would  have  been in  effect  had the  adjustment  that was  made  upon the
     issuance of such  Rights,  Related  Rights or  Convertible  Securities  not
     converted,  exchanged  or  exercised  prior to such change been made on the
     basis  of such  change,  but no  further  adjustment  shall be made for the
     actual issuance of Common Stock upon the exercise or conversion of any such
     Right, Related Right or Convertible Security.

         (d) On the expiration of any such Rights, Related Rights or Convertible
     Securities,  the  Exercise  Price  shall  forthwith  be  readjusted  to the
     Exercise Price as would have been obtained had the adjustment made upon the
     issuance  of such  Rights or  Related  Rights or the  issuance  of any such
     Convertible Securities been made upon the basis of the issuance of only the
     number of shares of Common Stock actually  issued upon the exercise of such
     Rights or Related  Rights or the  conversion,  exchange  or exercise of any
     such  Convertible  Securities;  provided,  however,  if as a result of such
     readjustment  following  any such  expiration  the Exercise  Price would be
     increased and the Registered  Holder has previously  exercised this Warrant
     in full or in part,  the  Registered  Holder will not be  obligated  to the
     Company with respect to the amount of such increase  which is applicable to
     the shares of Common Stock covered by such previous exercise.

                                      EX-4

<PAGE>

         (e) In the case of the issuance of such Common Stock or Securities  for
     cash,  the  consideration  shall be  deemed  to be the  amount of cash paid
     therefor.

         (f) In the case of the issuance of such Common Stock or Securities  for
     a  consideration  in whole or in part other than  cash,  the  consideration
     other than cash shall be deemed to be the fair value  thereof as determined
     in good faith by the Board of  Directors  of the  Company,  and a certified
     copy of the  resolution(s)  of the  Board  of  Directors  relating  to such
     determination shall be delivered to the Registered Holder upon request.

         (g) In the event of any adjustment to the Exercise Price resulting from
     the issuance of any Derivative  Securities,  no further adjustment shall be
     made  for the  actual  issuance  of  Common  Stock  upon  the  exercise  or
     conversion of any such Derivative Securities.

         (h)   Anything  to  the   contrary   contained   in  this  Section  3.2
     notwithstanding,  no  adjustment  shall be made in the Exercise  Price as a
     result of or pursuant to (i) the granting of any Right or Related Right, or
     the issuance of Common Stock to,  officers,  employees or directors  of, or
     consultants to, the Company, pursuant to any agreement, plan or arrangement
     approved by the Board of Directors of the Company; (ii) the granting of any
     Right or Related  Right,  or the issuance of Common Stock to,  providers of
     goods and services  (including  licensees)  to the Company in any such case
     with the prior approval of the Board of Directors of the Company;  or (iii)
     a dividend or distribution on any series of preferred stock of the Company;
     provided,  however, no more than an aggregate of 1,000,000 shares of Common
     Stock  (including  shares of Common  Stock  underlying  grants of Rights or
     Related  Rights) are issued or reserved  for  issuance  pursuant to clauses
     (i), (ii) and (iii) above.

         (i) In case the Company shall effect a reorganization, shall merge with
     or  consolidate  into  another  corporation,  or shall  sell,  transfer  or
     otherwise  dispose of all or substantially  all of its property,  assets or
     business and, pursuant to the terms of such  reorganization,  merger (other
     than  a  reincorporation  transaction),  consolidation  or  disposition  of
     assets,  shares  of stock or other  securities,  property  or assets of the
     Company, successor or transferee or an affiliate thereof are to be received
     by or  distributed to the holders of Capital  Stock,  then each  Registered
     Holder  shall be provided  with written  notice from the Company  informing
     each  Registered  Holder  of the  terms  of  such  reorganization,  merger,
     consolidation  or  disposition of assets and of the record date thereof for
     any  distribution  pursuant  thereto,  at least 45 days in  advance of such
     record date,  and each  Registered  Holder  shall have,  in addition to the
     rights  provided  for  herein,  the  right to  receive,  at the  Registered
     Holder's  election,  either (i) upon  exercise of the Warrants held by such
     Registered  Holder,  the  number of  shares  of stock or other  securities,
     property or assets of the  Company,  successor or  transferee  or affiliate
     thereof or cash  receivable by the holders of the Common Stock upon or as a
     result of such  reorganization,  merger,  consolidation  or  disposition of
     assets,  or (ii) a new warrant giving such  Registered  Holder the right to
     exercise such new warrant and procure upon such  exercise,  in lieu of each
     share of Common Stock theretofore issuable upon exercise of the predecessor
     Warrant,  the number of shares of stock or other  securities,  property  or
     assets described in clause (i) hereof. The provisions of this paragraph (i)
     shall   similarly   apply   to   successive    reorganizations,    mergers,
     consolidations  or  dispositions  of assets.  The Company shall require any
     subsequent  issuer of any shares of stock or other  securities  or property
     thereafter  deliverable  on the exercise of this Warrant to be  responsible
     for all of the agreements and obligations of the Company hereunder.

                                      EX-4

<PAGE>

         (j) If the Company shall effect a subdivision of the outstanding Common
     Stock,  the  Exercise  Price  then  in  effect   immediately   before  such
     subdivision  shall  be  proportionately  decreased.  If the  Company  shall
     combine the outstanding  shares of Common Stock, the Exercise Price then in
     effect   immediately   before  the  combination  shall  be  proportionately
     increased.  If the  Company  shall  make  or  issue  a  dividend  or  other
     distribution  payable in securities,  then and in each such event provision
     shall be made so that the Registered Holders shall receive upon exercise of
     the Warrants in addition to the number of shares of Common Stock receivable
     thereupon, the amount of securities that they would have received had their
     Warrants been  exercised on the date of such event and had they  thereafter
     during the period from the date of such event to and including the Exercise
     Date retained such securities  receivable by them as aforesaid  during such
     period giving effect to all adjustments called for during such period under
     this paragraph, with respect to the rights of the Registered Holders.

         (k) In case the Company shall distribute to the holders of Common Stock
     evidences of indebtedness  issued by the Company, or assets (excluding cash
     dividends) then, in each such case,  immediately  following the record date
     fixed for the  determination of the holders of such securities  entitled to
     receive such distribution, the Exercise Price in effect thereafter shall be
     reduced  immediately to the price  determined by  multiplying  the Exercise
     Price in effect immediately prior to such record date by a fraction (i) the
     numerator  of which shall be an amount  equal to the  remainder  of (A) the
     Current Market Price of one share of Common Stock,  less (B) the fair value
     (as  determined  in good faith by the Company's  Board of Directors,  and a
     certified copy of the  resolution(s) of the Board of Directors  relating to
     such  determination  shall  be  delivered  to the  Registered  Holder  upon
     request) of the  evidences  of  indebtedness  or assets so  distributed  in
     respect  of one  share of  Preferred  Stock or  Common  Stock,  and (B) the
     denominator  of which  shall be the  Current  Market  Price of one share of
     Common Stock.  Such adjustment shall be made on the date such  distribution
     is made,  and shall  become  effective  at the  opening of  business on the
     business  day   following  the  record  date  for  the   determination   of
     stockholders entitled to such distribution.

         (l)  In  case  the  Company  makes  a  distribution  of its  assets  or
     securities to its  shareholders  pursuant to any  voluntary or  involuntary
     liquidation,  dissolution  or  winding  up of  the  Company,  whether  as a
     dividend  in  liquidation  or  partial  liquidation  or by way of return of
     capital  or as a  dividend  payable  out of  funds  legally  available  for
     dividends,  each  Registered  Holder shall be provided with written  notice
     from the  Company  informing  the Holder of the terms of such  liquidation,
     dissolution  or  winding  up,  and of  the  record  date  thereof  for  any
     distribution  pursuant thereto,  at least 45 days in advance of such record
     date,  and the Holder shall have, in addition to any other rights  provided
     for herein,  the right to receive,  upon  exercise  hereof,  such assets or
     securities as would have been  distributable  to him or it as owner of that
     number of shares of Common Stock  receivable upon exercise of this Warrant,
     had the holder  been the holder of record of such shares on the record date
     for such distribution,  and an appropriate provision therefor shall be made
     a part of any such distribution.

                                      EX-4

<PAGE>

         (m) Upon the  occurrence  of each  adjustment  or  readjustment  of the
     Exercise Price pursuant to this Section 3, the Company at its expense shall
     promptly  compute such  adjustment or readjustment in accordance with terms
     hereof and cause its principal financial officer to verify such computation
     and prepare  and furnish to the  Registered  Holder a  certificate  setting
     forth such adjustment or readjustment  and showing in detail the facts upon
     which such adjustment or readjustment is based. The Company shall, upon the
     written request at any time of the Registered Holder furnish or cause to be
     furnished  to  such  Holder  a like  certificate  setting  forth  (i)  such
     adjustments  and  readjustments,  (ii) the Exercise  Price in effect at the
     time for the Warrant and (iii) the number of shares of Common Stock that at
     the time would be received upon the exercise of the Warrant. A copy of each
     such  certificate  shall also be maintained at the principal  office of the
     Company and at the office of its transfer agent for the Warrants, if any.

         (n) In the event of (i) any  taking by the  Company  of a record of the
     holders of any class or series of securities for the purpose of determining
     the  holders  thereof who are  entitled  to receive  any  dividend or other
     distribution  or  (ii)  any  reclassification  or  recapitalization  of the
     capital stock of the Company,  any merger or  consolidation of the Company,
     or any transfer of all or substantially  all of the property and the assets
     of the Company to any other Company, entity, or person, or any voluntary or
     involuntary  dissolution,  liquidation,  or winding up of the Company,  the
     Company,  unless a notice  of record  date  shall  have been  mailed to the
     Registered Holder pursuant to any other paragraph hereof, shall mail to the
     Registered  Holder  at least 45 days  prior to the  record  date  specified
     therein, a notice specifying (A) the date on which any such record is to be
     taken for the purpose of such dividend or distribution and a description of
     such   dividend   or   distribution,   (B)  the  date  on  which  any  such
     reorganization,    reclassification,   transfer,   consolidation,   merger,
     dissolution,  liquidation,  or winding up is expected to become  effective,
     and (C) the time,  if any is to be fixed,  as to when the holders of record
     of Common Stock (or other  securities)  shall be entitled to exchange their
     shares  of  Common  Stock (or other  securities)  for  securities  or other
     property deliverable upon such reorganization,  reclassification, transfer,
     consolidation, merger, dissolution, liquidation, or winding up.

     3.3  ADJUSTMENT TO NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE.
Upon each  adjustment  of the  Exercise  Price with  respect to the Common Stock
pursuant to Section 3.2,  the total  number of shares of Common  Stock  issuable
upon the exercise of this Warrant shall be such number of shares of Common Stock
(calculated to the nearest 1/one-thousandth of a share) issuable at the Exercise
Price with  respect to such  Common  Stock in effect  immediately  prior to such
adjustment  multiplied  by a  fraction,  the  numerator  of which  shall be such
Exercise  Price  in  effect   immediately  prior  to  such  adjustment  and  the
denominator  of which shall be such Exercise Price in effect  immediately  after
such adjustment.

                                      EX-4

<PAGE>

     3.4 CERTAIN  EVENTS.  If any event occurs of the type  contemplated  by the
provisions of this Section 3 but not expressly  provided for by such provisions,
then the Company's Board of Directors will make an appropriate adjustment in the
applicable Exercise Price so as to protect the rights of the Registered Holders;
provided, however, that no such adjustment will increase the applicable Exercise
Price as otherwise  determined pursuant to this Section 3 or decrease the number
of shares of Common Stock issuable upon exercise of each Warrant.

     4.  RESERVATION OF COMMON STOCK. The Company shall at all times reserve and
keep  available,  free from  preemptive  rights,  solely for  issuance  upon the
exercise of the Warrants such number of its  authorized  but unissued  shares of
Common  Stock  as will be  sufficient  to  permit  the  exercise  in full of all
outstanding  Warrants,  and the Company  covenants  that upon such issuance such
shares of Common Stock will be validly issued, fully paid and nonassessable, and
free of preemptive or similar rights.

     5. LIMITATIONS OF LIABILITY.  No provision of this Warrant,  in the absence
of affirmative action by the Registered Holder to purchase Warrant Stock, and no
enumeration  in this  Warrant  of the  rights or  privileges  of the  Registered
Holder,  will give  rise to any  liability  of such  Registered  Holder  for the
Exercise  Price  of  Warrant  Stock  acquirable  by  exercise  hereof  or  as  a
stockholder of the Company.

     6. REGISTRATION, TRANSFER, EXCHANGE AND REPLACEMENT OF WARRANTS.

         (a) The  Warrants  shall be issued in  registered  form and the Company
     shall keep at its principal  executive office a register in which,  subject
     to such  reasonable  regulations  as it may  prescribe,  but at its expense
     (other than  transfer  taxes,  if any),  the Company  shall provide for the
     registration and transfer of the Warrants.

         (b) This Warrant and all rights hereunder are transferable, in whole or
     in part,  without charge to the Registered  Holder,  upon surrender of this
     Warrant  with a  properly  executed  Assignment  (in the form of Exhibit II
     hereto) at the principal office of the Company,  provided that any transfer
     tax relating to such transaction shall be paid by the holder requesting the
     same.

         (c) Each  Registered  Holder  of this  Warrant  acknowledges  that this
     Warrant has not been registered under the Securities Act, and agrees not to
     sell, pledge, distribute,  offer for sale, transfer or otherwise dispose of
     this  Warrant or any Warrant  Stock issued upon its exercise in the absence
     of (i) an  effective  registration  statement  as to this  Warrant  or such
     Warrant Stock under the Act or any similar statute then in effect), or (ii)
     an opinion of counsel reasonably  satisfactory to the Company to the effect
     that such registration is not, under the circumstances, required; provided,
     that an opinion of counsel  shall not be  required  for  transfers  of this
     Warrant or  interests  therein  to any  partner,  stockholder,  subsidiary,
     parent or Affiliate of the Registered Holder.

                                      EX-4

<PAGE>

         (d) The  Company  may treat the  person in whose  name any  Warrant  is
     registered as the owner of such Warrant for the purpose of receiving shares
     of Common  Stock upon  exercise  thereof  and for all other  purposes.  The
     Company shall not be affected by any notice to the contrary.

         (e) Upon receipt by the Company of evidence  satisfactory  to it of the
     loss, theft, destruction or mutilation of any Warrant and (in case of loss,
     theft or destruction)  of indemnity  satisfactory to it, and upon surrender
     and cancellation of such Warrant, if mutilated,  the Company at its expense
     will  execute and deliver in lieu of such  security a new  security of like
     tenor.

     7.  WARRANT  EXCHANGEABLE  FOR  DIFFERENT  DENOMINATIONS.  This  Warrant is
exchangeable,  upon  the  surrender  hereof  by  the  Registered  Holder  at the
principal office of the Company,  for new Warrants of like tenor representing in
the aggregate the purchase rights hereunder,  and each of such new Warrants will
represent such portion of such rights as is designated by the Registered  Holder
at the time of such  surrender,  provided that any transfer tax relating to such
transaction  shall  be paid by the  holder  requesting  the  same.  The date the
Company  initially issues this Warrant will be deemed to be the date of issuance
of this Warrant regardless of the number of times new certificates  representing
the unexpired and unexercised  rights  formerly  represented by this Warrant are
issued.

     8.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company represents
and warrants to the Registered Holder that:

         (a) ORGANIZATION.  The Company is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware,  and
     is duly qualified as a foreign  corporation and is in good standing in each
     jurisdiction  in which such  qualification  is required by law,  other than
     those  jurisdictions  as to which the failure to be so qualified or in good
     standing  could  not,  individually  or in  the  aggregate,  reasonably  be
     expected to have a material  adverse effect on the condition  (financial or
     other), business, prospects, properties, net worth or results of operations
     of the Company (a "MATERIAL ADVERSE EFFECT").

         (b) POWER AND AUTHORITY;  AUTHORIZATION.  The Company has all requisite
     corporate  power and authority to own, lease and operate its properties and
     to conduct  its  business,  to execute  and  deliver  this  Warrant  and to
     consummate the transactions  contemplated  hereby. The execution,  delivery
     and  performance  of  this  Warrant  and  the   consummation   transactions
     contemplated  hereby have been duly  authorized by all necessary  corporate
     action on the part of the Company,  and upon  execution and delivery,  this
     Warrant  will  constitute  a legal,  valid and  binding  obligation  of the
     Company  enforceable  against  the  Company in  accordance  with its terms,
     except as may be limited by applicable bankruptcy,  insolvency,  fraudulent
     transfer,  reorganization,  moratorium  or  similar  laws  relating  to  or
     affecting  creditors' rights generally and by general  principles of equity
     (regardless as to whether such enforceability is considered in a proceeding
     in equity or at law).

                                      EX-4

<PAGE>

         (c) NO VIOLATION; CONSENTS AND APPROVALS. The execution and delivery by
     the  Company  of  this  Warrant  does  not,  and  the  consummation  of the
     transactions  contemplated  hereby will not, (i) contravene,  result in any
     breach of, or constitute a default under,  result in the  acceleration of ,
     create any rights accelerate,  terminate, modify or cancel or result in the
     creation of any lien in respect of any property of the Company  under,  any
     indenture,  mortgage,  deed of trust,  loan,  purchase or credit agreement,
     lease,  license,  corporate  charter or bylaws,  or any other  agreement or
     instrument  to which the Company is bound or by which the Company or any of
     its  properties  may be bound or affected,  (ii) violate,  conflict with or
     result in a breach of any of the terms,  conditions  or  provisions  of any
     order, judgment, decree, or ruling of any court, arbitrator or governmental
     authority  applicable  to the Company or its  properties or assets or (iii)
     violate any  provision  of any statute or other rule or  regulation  of any
     governmental authority applicable to the Company,  except, in each case, as
     would not have a Material Adverse Effect.

     9. REPORTS OF THE COMPANY.

         (a) The Company is subject to the reporting requirements of Sections 13
     or 15(d) of the Securities  Exchange Act of 1934, as amended (the "EXCHANGE
     ACT").  With a view to making  available  the benefits of certain rules and
     regulations   of  the  U.S.   Securities  and  Exchange   Commission   (the
     "COMMISSION")  that may permit the resale of unregistered  securities,  the
     Company agrees to use its  reasonable  best efforts to make and keep public
     information  regarding the Company  available as those terms are understood
     and defined in Rule 144 under the  Securities  Act of 1933, as amended (the
     "SECURITIES ACT"), at all times and to file with the Commission in a timely
     manner all reports and other  documents  required by the Company  under the
     Securities Act and the Exchange Act.

         (b) In the  event  the  Company  no  longer  becomes  subject  to  such
     reporting  requirements,  for so long as the Registered Holder beneficially
     owns (within the meaning of Rule 13d-3 under the Exchange Act) at least ten
     percent (10%) of the outstanding Common Stock of the Company, including the
     Warrant Shares owned by the Registered Holder, the Company shall deliver to
     the  Registered  Holder,  (i) within 60 days  after the end of each  fiscal
     quarter,  copies  of a  consolidated  balance  sheet  as of the end of such
     quarter and  consolidated  statements of income,  changes in  stockholders'
     equity and cash flows for such  quarter  and for the  portion of the fiscal
     year ending with such quarter,  setting  forth in each case in  comparative
     form the figures for the corresponding periods in the previous fiscal year,
     all in  reasonable  detail,  prepared  in  accordance  with U.S.  generally
     accepted  accounting  principles  ("GAAP") and (ii) with 120 days after the
     end of each fiscal year,  copies of a  consolidate  balance sheet as of the
     end of such fiscal year and consolidated  statements of income,  changes in
     stockholders'  equity and cash flows for such fiscal year, setting forth in
     each case in comparative form the figures for the previous fiscal year, all
     in reasonable detail, prepared in accordance with GAAP.

                                      EX-4

<PAGE>

     10.  INSPECTION.  For as long as the Registered  Holder  beneficially  owns
(within the meaning of Rule 13d-3 under the  Exchange  Act) at least ten percent
(10%) of the  outstanding  Common  Stock of the Company,  including  the Warrant
Shares owned by the Registered  Holder,  the Company shall permit the Registered
Holder to visit and inspect any of the offices and properties of the Company, to
examine all of the books of account,  records, reports and other papers, to make
copies and extracts  therefrom,  and to discuss the Company's affairs,  finances
and accounts with its officers and independent  public  accountants (and by this
provision  the Company  authorizes  said  accountants  to discuss  the  affairs,
finances and accounts of the Company),  all at such times and as often as may be
reasonably requested.

     11. MISCELLANEOUS.

     11.1  AMENDMENT AND WAIVER.  The  provisions of the Warrants may be amended
and the Company may take any action  herein  prohibited,  or omit to perform any
act herein required to be performed by it, only with the affirmative  consent or
approval of Registered  Holders  representing  at least 66-2/3% of the shares of
Warrant  Stock for which the  outstanding  Warrants  issued in the  Offering are
exercisable.

     11.2 NOTICES. Any notices required to be sent to a Registered Holder will
be delivered to the address of such Registered  Holder shown on the books of the
Company.  All notices  referred to herein will be delivered in person or sent by
first class mail,  postage  paid,  and will be deemed to have been given when so
delivered or sent.

     11.3 DESCRIPTIVE  HEADINGS;  GOVERNING LAW. The descriptive headings of the
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute a part of this Warrant. The construction, validity and interpretation
of this  Warrant  will be governed by the laws of the State of New York  without
giving effect to the conflicts of laws principles  thereof.  The parties consent
to the exclusive  jurisdiction of the state and Federal courts located in Nassau
or Suffolk County, New York, to adjudicate any disputes arising hereunder.

     11.4  REMEDIES.  The  Company  stipulates  that the  remedies at law of the
Registered  Holder in the event of any  default  or  threatened  default  by the
Company  in the  performance  of or  compliance  with  any of the  terms of this
Warrant  are  not  and  will  not  be  adequate,  and  that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein or by an  injunction  against a violation  of any of the terms
hereof.

     11.5  SEVERABILITY.  In the event that any provision of this Warrant or the
application thereof becomes or is declared by a court of competent  jurisdiction
to be  illegal,  void or  unenforceable,  the  remainder  of this  Warrant  will
continue in full force and effect and the application of such provision to other
persons or  circumstances  will be  interpreted  so as  reasonably to effect the
intent of the parties hereto. The parties further agree to replace any such void
or unenforceable  provisions of this Warrant with a valid enforceable  provision
that will achieve,  to the extent  possible,  the  economic,  business and other
purposes of such void or unenforceable provision.

     11.6  SUCCESSORS,  ASSIGNS.  All the terms and  provisions  of this Warrant
shall be  binding  upon and inure to the  benefit of and be  enforceable  by the
respective successors and assigns of the parties hereto.

     11.7  CLARIFICATIONS.  The Board of Directors is  authorized  to amend this
Warrant, or take any further action required, to correct any inconsistency or to
clarify the terms hereof consistent with the intent of the parties.

                                      EX-4

<PAGE>

     IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed and
attested by its duly authorized officers under its corporate seal.

                                                SYNERGY BRANDS INC.


                                                by:
                                                -----------------
                                                   Mair Faibish
                                                   President

ATTEST:



-------------------
Secretary

                                      EX-4

<PAGE>

                                    EXHIBIT I

                               EXERCISE AGREEMENT



                                             Dated:
                                                  ---------------------



To:      SYNERGY BRANDS INC.
         1175 Walt Whitman Road
         Melville, NY  11747

     The  undersigned,  pursuant  to the  provisions  set  forth  in the  within
Warrant, hereby agrees to subscribe for and purchase shares of the Warrant Stock
covered by such  Warrant and makes  payment  herewith  in full for such  Warrant
Stock at the price per share provided by such Warrant.

                             Signature:
                                       --------------------------

                             Address: ---------------------------

                                      EX-4
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, _____________________________ hereby sells, assigns and
transfers  all of the rights of the  undersigned  under the within  Warrant with
respect to the number of shares of the Warrant Stock  covered  thereby set forth
below, unto:

     Name of Assignee         Address                             No. of Shares






     IN WITNESS WHEREOF,  the undersigned sets his hand and seal this ______ day
of _______________, 200__.



                                              --------------------------
                                                              Assignor
                                      EX-4