CERTIFICATE OF AMENDMENT
                                       to
                          CERTIFICATE OF INCORPORATION
                                       of
                               SYNERGY BRANDS INC.

Synergy Brands Inc. a corporation  organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  by consent of the Board of Directors of Synergy Brands Inc.  resolutions
were duly  adopted  setting  forth a proposed  amendment of the  Certificate  of
Incorporation of said corporation, declaring said amendment to be advisable. The
resolution setting forth the proposed amendment is as follows:

RESOLVED:  that this  corporation  shall and is hereby  authorized  to amend its
Certificate  of  Incorporation  to  decrease  the  amount  of  authorized  stock
available to be issued by this  corporation  from 60,000,000  shares of stock to
6,000,000 shares of stock divided into 5,000,000 shares of Common Stock, 100,000
shares of Class A Preferred  Stock and 900,000 shares of Class B Preferred Stock
of which Class B Preferred  Stock 500,000 shares shall continue to be designated
Series A Class B Preferred, the designations,  relative rights, preferences, and
other  terms  of  such  securities  not to  change  (except  for the  amount  of
authorized  shares  thereof)  from that in  existence  at the date  hereof,  the
intended  purpose  of  such  amendment  being  to  allow a more  manageable  tax
structure for this Corporation.

The Certificate of Incorporation of this corporation shall be amended by:

1.  Changing  the first  Paragraph of Article  FOURTH  therein,  first  sentence
therein to read as follows.

"The total number of shares of stock which the corporation  shall have authority
to issue is six million (6,000,000)."

2. Changing the paragraph in article numbered FOURTH which now reads.

"The  60,000,000  authorized  shares  shall be divided  into  49,900,000  common
shares,  par value $.001 per share,  100,000 Class A Preferred  Stock, par value
$.001 per share  and  10,000,000  Class B  Preferred  Stock par value  $.001 per
share"

<PAGE>

so that, as amended, said paragraph shall be and read as follows:

"The 6,000,000  authorized shares shall be divided into 5,000,000 common shares,
par value $.001 per share,  100,000 Class A Preferred Stock, par value $.001 per
share and 900,000 Class B Preferred Stock, par value $.001 per share."

3.  Changing the  subsection  in Article  Fourth  captioned as Class B Preferred
Stock to reduce the  designation of the number of shares  therein  included from
10,000,000  to  900,000  and the  amount  of  shares  authorized  thereof  being
designated Series A Class B Preferred to remain at 500,000 shares.

RESOLVED:  that the consent of shareholders of this  corporation be requested to
adopt  the  above  resolutions,  where  necessary  in  accord  with the  General
Corporation Law of the State of Delaware.

SECOND: That said amendment was duly adopted in accordance with the provision of
Section 242 of the  General  Corporation  of Law of the State of  Delaware  (the
"GCL"), by written consent of a majority of the votes represented by outstanding
stock entitled to vote thereon with written  notice to all remaining  applicable
shareholders in compliance with Section 228 of the GCL.

THIRD:  That the capital of said  corporation  shall not be reduced  under or by
reason of said amendment.

IN WITNESS OF, said corporation has caused this certificate to be signed by Mair
Faibish, its CEO, and Mitchell Gerstein,  its secretary,  this day of September,
2004.


By:
------------------------
Mair Faibish, CEO


By:
----------------------------
Mitchell Gerstein, Secretary