THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE  SECURITIES  LAWS.  THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON
EXERCISE  OF  THIS  WARRANT  MAY NOT BE  SOLD,  OFFERED  FOR  SALE,  PLEDGED  OR
HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO THIS
WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO SYNERGY BRANDS INC. THAT SUCH REGISTRATION IS
NOT REQUIRED.

            Right to Purchase up to 33,333 Shares of Common Stock of
                               Synergy Brands Inc.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No.                                                Issue Date: January 25, 2005
   --------------

     SYNERGY BRANDS INC., a corporation organized under the laws of the State of
Delaware ("Synergy"),  hereby certifies that, for value received,  LAURUS MASTER
FUND,  LTD., or assigns (the  "Holder"),  is entitled,  subject to the terms set
forth below, to purchase from the Company (as defined herein) from and after the
Issue  Date of this  Warrant  and at any time or from time to time  before  5:00
p.m.,  New York  time,  through  the close of  business  January  25,  2012 (the
"Expiration  Date"),  up to 33,333  (subject to adjustment  as provided  herein)
fully paid and  nonassessable  shares of Common Stock (as hereinafter  defined),
$.001  par value  per  share,  at the  applicable  Exercise  Price per share (as
defined below).  The number and character of such shares of Common Stock and the
applicable  Exercise  Price per share are  subject  to  adjustment  as  provided
herein.

     As used herein the following terms,  unless the context otherwise requires,
have the following respective meanings:

         (a) The term "Company" shall include Synergy and any corporation  which
     shall succeed, or assume the obligations of, Synergy hereunder.

         (b) The term "Common  Stock"  includes (i) the Company's  Common Stock,
     par value $.001 per share;  and (ii) any other securities into which or for
     which any of the securities  described in (i) may be converted or exchanged
     pursuant to a plan of  recapitalization,  reorganization,  merger,  sale of
     assets or otherwise.

         (c) The term "Other  Securities" refers to any stock (other than Common
     Stock) and other  securities of the Company or any other person  (corporate
     or otherwise) which the holder of the Warrant at any time shall be entitled
     to receive, or shall have received, on the exercise of the Warrant, in lieu
     of or in addition to Common  Stock,  or which at any time shall be issuable
     or shall have been issued in exchange for or in replacement of Common Stock
     or Other Securities pursuant to Section 4 or otherwise.

         (d) The "Exercise  Price"  applicable under this Warrant shall be $3.50
     per share.

<PAGE>

     1. EXERCISE OF WARRANT.

         1.1 NUMBER OF SHARES  ISSUABLE UPON  EXERCISE.  From and after the date
hereof through and including the  Expiration  Date, the Holder shall be entitled
to receive, upon exercise of this Warrant in whole or in part, by delivery of an
original  or fax copy of an  exercise  notice  in the form  attached  hereto  as
Exhibit  A (the  "Exercise  Notice"),  shares of  Common  Stock of the  Company,
subject to adjustment pursuant to Section 4.

         1.2 FAIR MARKET VALUE. For purposes hereof,  the "Fair Market Value" of
a share of Common Stock as of a particular date (the "Determination Date") shall
mean:

         (a) If the  Company's  Common  Stock is  traded on the  American  Stock
     Exchange  or another  national  exchange  or is quoted on the  National  or
     SmallCap  Market  of The  Nasdaq  Stock  Market,  Inc.("Nasdaq"),  then the
     closing or last sale price,  respectively,  reported for the last  business
     day immediately preceding the Determination Date.

         (b) If the Company's  Common Stock is not traded on the American  Stock
     Exchange or another national exchange or on the Nasdaq but is traded on the
     NASD OTC  Bulletin  Board,  then the mean of the average of the closing bid
     and asked prices reported for the last business day  immediately  preceding
     the Determination Date.

         (c) Except as provided  in clause (d) below,  if the  Company's  Common
     Stock is not publicly  traded,  then as the Holder and the Company agree or
     in the absence of agreement by  arbitration  in  accordance  with the rules
     then in effect of the  American  Arbitration  Association,  before a single
     arbitrator to be chosen from a panel of persons  qualified by education and
     training to pass on the matter to be decided.

         (d) If the Determination Date is the date of a liquidation, dissolution
     or winding  up, or any event  deemed to be a  liquidation,  dissolution  or
     winding  up  pursuant  to the  Company's  charter,  then all  amounts to be
     payable per share to holders of the Common Stock pursuant to the charter in
     the event of such  liquidation,  dissolution  or winding up, plus all other
     amounts  to be  payable  per  share  in  respect  of the  Common  Stock  in
     liquidation under the charter, assuming for the purposes of this clause (d)
     that all of the shares of Common Stock then  issuable  upon exercise of the
     Warrant are outstanding at the Determination Date.

         1.3  COMPANY  ACKNOWLEDGMENT.  The  Company  will,  at the  time of the
exercise of the Warrant,  upon the request of the holder hereof  acknowledge  in
writing its  continuing  obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the  provisions  of this  Warrant.  If the  holder  shall  fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

<PAGE>

         1.4  Trustee  for  Warrant  Holders.  In the event that a bank or trust
company  shall have been  appointed  as trustee  for the  holders of the Warrant
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as  hereinafter  described) and shall accept,  in
its own name for the account of the Company or such  successor  person as may be
entitled  thereto,  all  amounts  otherwise  payable  to  the  Company  or  such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

     2. PROCEDURE FOR EXERCISE.

         2.1 DELIVERY OF STOCK  CERTIFICATES,  ETC.,  ON  EXERCISE.  The Company
agrees that the shares of Common Stock  purchased  upon exercise of this Warrant
shall be deemed to be issued to the Holder as the record owner of such shares as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered and payment made for such shares in accordance herewith.  As soon as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event  within  three (3) business  days  thereafter,  the Company at its expense
(including  the payment by it of any  applicable  issue  taxes) will cause to be
issued in the name of and  delivered  to the  Holder,  or as such  Holder  (upon
payment  by  such  Holder  of any  applicable  transfer  taxes)  may  direct  in
compliance with applicable  securities  laws, a certificate or certificates  for
the number of duly and validly issued,  fully paid and  nonassessable  shares of
Common  Stock (or Other  Securities)  to which such Holder  shall be entitled on
such exercise,  plus, in lieu of any fractional share to which such holder would
otherwise be entitled,  cash equal to such fraction  multiplied by the then Fair
Market  Value  of one  full  share,  together  with  any  other  stock  or other
securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

         2.2 EXERCISE. Payment may be made either (i) in cash or by certified or
official bank check payable to the order of the Company equal to the  applicable
aggregate  Exercise Price, (ii) by delivery of the Warrant,  or shares of Common
Stock and/or Common Stock  receivable upon exercise of the Warrant in accordance
with  Section  (b)  below,  or (iii) by a  combination  of any of the  foregoing
methods,  for the number of Common Shares  specified in such Exercise Notice (as
such  exercise  number shall be adjusted to reflect any  adjustment in the total
number of shares of Common  Stock  issuable  to the Holder per the terms of this
Warrant)  and the Holder  shall  thereupon  be entitled to receive the number of
duly authorized,  validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities)  determined as provided herein.  Notwithstanding any
provisions  herein to the  contrary,  if the Fair  Market  Value of one share of
Common Stock is greater than the Exercise  Price (at the date of  calculation as
set forth below),  in lieu of exercising  this Warrant for cash,  the Holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion  thereof  being  exercised)  by surrender of this Warrant at the
principal  office of the Company  together with the properly  endorsed  Exercise
Notice in which event the  Company  shall issue to the Holder a number of shares
of Common Stock computed using the following formula:

         X=Y            (A-B)
                       -------
                          A

         Where X =    the  number of shares of Common  Stock to be issued to the
                      Holder

         Y =          the number of shares of Common Stock purchasable under the
                      Warrant  or, if only a  portion  of the  Warrant  is being
                      exercised,  the portion of the Warrant being exercised (at
                      the date of such calculation)

         A =          the Fair Market Value of one share of the Company's Common
                      Stock (at the date of such calculation)

         B =          Exercise   Price  (as   adjusted   to  the  date  of  such
                      calculation)

<PAGE>

     3. EFFECT OF REORGANIZATION, ETC.; ADJUSTMENT OF EXERCISE PRICE.

         3.1 REORGANIZATION,  CONSOLIDATION, MERGER, ETC. In case at any time or
from  time  to  time,  the  Company  shall  (a)  effect  a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

         3.2  DISSOLUTION.  In the  event  of  any  dissolution  of the  Company
following the transfer of all or substantially  all of its properties or assets,
the Company,  concurrently with any distributions  made to holders of its Common
Stock,  shall at its expense  deliver or cause to be delivered to the Holder the
stock and other  securities  and property  (including  cash,  where  applicable)
receivable  by the Holder of the  Warrant  pursuant to Section  3.1,  or, if the
Holder shall so instruct the Company,  to a bank or trust  company  specified by
the Holder and having its  principal  office in New York,  NY as trustee for the
Holder of the Warrant (the "Trustee").

         3.3  CONTINUATION  OF TERMS.  Upon any  reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions described in this Section 3, then the Company's
securities and property  (including  cash, where  applicable)  receivable by the
Holders  of  the  Warrant  will  be  delivered  to  Holder  or  the  Trustee  as
contemplated by Section 3.2.

     4.  EXTRAORDINARY  EVENTS  REGARDING  COMMON  STOCK.  In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Exercise  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Exercise Price then in effect.  The
Exercise Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive  shall  be  increased  or  decreased  as the  case  may  be to a  number
determined  by  multiplying  the  number of shares of Common  Stock  that  would
otherwise  (but  for the  provisions  of this  Section  4) be  issuable  on such
exercise by a fraction of which (a) the  numerator  is the  Exercise  Price that
would otherwise (but for the provisions of this Section 4) be in effect, and (b)
the denominator is the Exercise Price in effect on the date of such exercise.

<PAGE>

     5.  CERTIFICATE  AS TO  ADJUSTMENTS.  In  each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrant,  the Company at its expense  will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

     6. RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE OF WARRANT. The Company
will at all times  reserve  from its  authorized  but  unissued  shares and keep
available,  solely for  issuance  and  delivery on the  exercise of the Warrant,
shares of Common Stock (or Other  Securities)  from time to time issuable on the
exercise of the Warrant.

     7. ASSIGNMENT;  EXCHANGE OF WARRANT.  Subject to compliance with applicable
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred  by any  registered  holder hereof (a  "Transferor")  in whole or in
part.  On the  surrender  for exchange of this  Warrant,  with the  Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the   "Transferor
Endorsement  Form") and together with evidence  reasonably  satisfactory  to the
Company  demonstrating  compliance with applicable  securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel (at the  Company's  expense)  that such transfer is exempt
from the registration requirements of applicable securities laws, and payment by
the Transferor of any applicable transfer taxes) will issue and deliver to or on
the order of the Transferor  thereof a new Warrant of like tenor, in the name of
the Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form  (each a  "Transferee"),  calling  in the  aggregate  on the  face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

     8. REPLACEMENT OF WARRANT. On receipt of evidence  reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     9. REGISTRATION RIGHTS. The Holder of this Warrant has been granted certain
registration rights by the Company. These registration rights are set forth in a
Registration Rights Agreement entered into by the Company and Purchaser dated as
of even date of this Warrant.

     10.  MAXIMUM  EXERCISE.  The Holder shall not be entitled to exercise  this
Warrant on an exercise date, in connection  with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this proviso is being made on
an exercise date,  which would result in beneficial  ownership by the Holder and
its affiliates of more than 4.99% of the  outstanding  shares of Common Stock of
the Company on such date.  For the  purposes  of the proviso to the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3 thereunder.  Notwithstanding the foregoing,  the restriction  described in
this  paragraph  may be revoked upon 75 days prior notice from the Holder to the
Company and is  automatically  null and void upon an Event of Default  under the
Note.  Notwithstanding  anything contained herein to the contrary, the number of
shares of Common Stock issuable by the Company and acquirable by the Holder at a
price below $2.48 per share pursuant to the terms of this Warrant, the Note made
by the  Company to the Holder  dated the date  hereof (as  amended,  modified or
supplemented from time to time, the "Note"),  the Purchase Agreement (as defined
in the Note) or any Related  Agreement  (as defined in the Purchase  Agreement),
shall not exceed an aggregate of 436,012  shares of the  Company's  Common Stock
(subject to appropriate  adjustment for stock splits, stock dividends,  or other
similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock
Issuance"),  unless the  issuance of shares  hereunder  in excess of the Maximum
Common Stock Issuance shall first be approved by the Company's shareholders.  If
at any point in time and from time to time the number of shares of Common  Stock
issued pursuant to the terms of this Warrant,  the Note, the Purchase  Agreement
or any Related  Agreement,  together  with the number of shares of Common  Stock
that  would  then be  issuable  by the  Company  to the Holder in the event of a
conversion  or exercise  pursuant to the terms of this  Warrant,  the Note,  the
Purchase  Agreement or any Related  Agreement,  would exceed the Maximum  Common
Stock  Issuance  but for this  paragraph,  the  Company  shall  promptly  call a
shareholders  meeting to solicit  shareholder  approval  for the issuance of the
shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

<PAGE>

     11. WARRANT AGENT. The Company may, by written notice to the each Holder of
the Warrant,  appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on the exercise of this Warrant  pursuant to Section 1,  exchanging
this  Warrant  pursuant to Section 7, and  replacing  this  Warrant  pursuant to
Section 8, or any of the foregoing,  and thereafter any such issuance,  exchange
or replacement, as the case may be, shall be made at such office by such agent.

     12. TRANSFER ON THE COMPANY'S  BOOKS.  Until this Warrant is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

     13. NOTICES,  ETC. All notices and other communications from the Company to
the  Holder  of this  Warrant  shall be  mailed  by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

     14. MISCELLANEOUS. This Warrant and any term hereof may be changed, waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This Warrant shall be governed by and construed in accordance  with the
laws of State of New York without regard to principles of conflicts of laws. Any
action brought concerning the transactions contemplated by this Warrant shall be
brought only in the state courts of New York or in the federal courts located in
the state of New York;  provided,  however,  that the Holder may choose to waive
this  provision  and  bring  an  action  outside  the  state  of New  York.  The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury. The prevailing  party
shall be entitled to recover from the other party its reasonable attorney's fees
and  costs.  In the event  that any  provision  of this  Warrant  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or  enforceability  of any other  provision of this Warrant.
The headings in this Warrant are for purposes of reference  only,  and shall not
limit  or  otherwise  affect  any  of  the  terms  hereof.   The  invalidity  or
unenforceability  of any  provision  hereof shall in no way affect the validity,
enforceability or meaning of any other provision.  The Company acknowledges that
legal counsel  participated in the  preparation of this Warrant and,  therefore,
stipulates  that the rule of  construction  that  ambiguities are to be resolved
against the drafting  party shall not be applied in the  interpretation  of this
Warrant to favor any party against the other party.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]

<PAGE>

     IN WITNESS  WHEREOF,  the Company has executed  this Warrant as of the date
first written above.

                                             SYNERGY BRANDS INC.

WITNESS:
                                             By:
------------------                           ----------------------
                                             ----------------------
                                             Name:
                                             ----------------------
                                             ----------------------
                                             Title:
                                             ----------------------

<PAGE>

                                       A-1
                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)


TO:      Synergy Brands Inc.

         Attention:        Chief Financial Officer

     The  undersigned,  pursuant  to the  provisions  set forth in the  attached
Warrant  (No._____ ), hereby  irrevocably  elects to purchase (check  applicable
box):

     _______________  ________  shares  of the  Common  Stock  covered  by  such
Warrant; or

     _______________  the maximum  number of shares of Common Stock  covered by
such Warrant pursuant to the cashless exercise procedure set forth in Section 2.

     The undersigned  herewith makes payment of the full Exercise Price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

     _____________  $__________ in lawful money of the United States; and/or

     _____________  the  cancellation of such portion of the attached Warrant as
                    is exercisable for a total of _______ shares of Common Stock
                    (using  a Fair  Market  Value  of  $_______  per  share  for
                    purposes of this calculation); and/or

     ____________   the cancellation of such number of shares of Common Stock as
                    is necessary,  in  accordance  with the formula set forth in
                    Section  2.2, to exercise  this  Warrant with respect to the
                    maximum  number  of  shares  of  Common  Stock   purchasable
                    pursuant to the  cashless  exercise  procedure  set forth in
                    Section 2.

     The undersigned requests that the certificates for such shares be issued in
the  name  of,  and   delivered  to   _____________________   whose  address  is
___________________________________________________________________________.

     The  undersigned  represents  and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.

Dated:
       -----------------        ------------------------------------------
                                (Signature must conform to name of holder
                                as specified on the face of the Warrant)

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

                                       A1

<PAGE>

                                       B-1
                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

     For value received,  the undersigned hereby sells,  assigns,  and transfers
unto the  person(s)  named  below  under  the  heading  "Transferees"  the right
represented  by the within the Warrant to purchase the  percentage and number of
shares of Common Stock of Synergy Brands Inc., a Delaware corporation  (together
with any  successor or other entity that assumes the  obligations  thereof,  the
"Company")  into  which the  within  the  Warrant  relates  specified  under the
headings  "Percentage  Transferred"  and  "Number  Transferred,"   respectively,
opposite the name(s) of such person(s) and appoints each such person Attorney to
transfer  its  respective  right on the books of the Company  with full power of
substitution in the premises.

                                               Percentage           Number
Transferees              Address              Transferred         Transferred


------------------   -------------------    ----------------    ----------------
------------------   -------------------    ----------------    ----------------
------------------   -------------------    ----------------    ----------------
------------------   -------------------    ----------------    ----------------

Dated:
       -----------------        ------------------------------------------
                                (Signature must conform to name of holder
                                as specified on the face of the Warrant)

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

                                SIGNED IN THE PRESENCE OF:


                                ------------------------------------------
                                ------------------------------------------
                                                                   (Name)
ACCEPTED AND AGREED:
[TRANSFEREE]

-------------------
             (Name)


                                       B1