OPTION AGREEMENT

     THIS OPTION AGREEMENT (this  "Agreement") is made as of September 30, 2002,
by  and  between  Sinclair  Broadcast  Group,   Inc.,  a  Maryland   corporation
("Sinclair" or "Optionee") and Synergy Brands, Inc., a Delaware corporation (the
"Company").

                              Explanatory Statement

     Pursuant  to and  subject  to the  terms  and  conditions  of  Modification
Agreement  No. 2,  dated as of  September  30,  2002 (the  "Second  Modification
Agreement"),  by and among  Sinclair,  Synergy  and  BeautyBuys.com,  Inc. a New
Jersey  corporation  ("BeautyBuys")  which modified various agreements among the
parties,  including the Modification Agreement dated as of December 1, 2000 (the
"First Modification Agreement"),  the parties hereto agreed, among other things,
to  execute,  seal,  and  deliver  (and  are  hereby  executing,   sealing,  and
delivering) this Agreement in connection with the  transactions  contemplated by
the Second  Modification  Agreement and to evidence the grant to Optionee of the
Options described therein.  Copies of the Second Modification  Agreement and the
First Modification Agreement are attached hereto as Exhibit A.

     NOW, THEREFORE,  IN CONSIDERATION OF the premises and the mutual covenants,
promises,  agreements,  representations  and  warranties  set forth herein,  the
parties hereto covenant, promise, agree, represent and warrant as follows:

     1. Definitions. As used in this Agreement:

     1.1. "Common Stock" includes (a) all classes of the Company's common stock,
$.001 par value per  share,  as  authorized  on the date  hereof,  (b) any other
capital  stock of any class or  classes  (however  designated)  of the  Company,
authorized  on or after such date,  the  holders of which  shall have the right,
without  limitation as to amount,  either to all or to a share of the balance of
current  dividends and liquidating  dividends after the payment of dividends and
distributions on any shares entitled to preference, and (c) any other securities
into  which or for which any of the  securities  described  in (a) or (b) may be
converted or exchanged pursuant to a plan of  recapitalization,  reorganization,
merger, sale of assets or otherwise.

     1.2. "Option Closing Date" shall mean the date upon which a Closing occurs.

     Capitalized  terms used in Section  2.2(a) and (b) below or  otherwise  not
defined in this Agreement shall have the respective meanings ascribed to them in
the  Second  Modification  Agreement  or the First  Modification  Agreement,  as
applicable.

<PAGE>

     2. Options.

     2.1. Grant. The Company hereby grants to Optionee, subject to the terms and
conditions  hereinafter set forth,  the option  (individually,  the "Option" and
collectively,  the  "Options")  to  purchase  One Hundred  Twenty Five  Thousand
(125,000)  shares (such shares,  the "Option  Shares") of the  Company's  Common
Stock,  $.001 par value per share (the "Common  Stock").  The Company shall also
issue to Sinclair 75,000 shares of the Company's common stock,  $.001 par value,
as provided in the Second Modification Agreement.

     2.2.  Consideration  for  Options.  In  consideration  of the  grant of the
Options and the issuance of the 75,000 Company  shares to Sinclair,  among other
consideration,  the Optionee has  eliminated the Note, as provided in the Second
Modification Agreement.

     2.3.  Partial  Exercises  Permitted.  The Options may be  exercised  by the
Optionee  for all, or less than all (and on any number of multiple  occasions as
determined by the Optionee), of the Option Shares subject to the Options.

     2.4. Method of Exercise.  In order to exercise an Option, the Optionee must
deliver to the Company  written  notice  ("Exercise  Notice") of the  Optionee's
intention to so exercise by delivering to the Company a notice  substantially in
the  form  attached  hereto  as  Exhibit  2.4,  with  all  blanks  filled  in as
appropriate and duly executed by the Optionee.  The date upon which any Exercise
Notice  shall be  delivered  shall be referred to as the  "Exercise  Date".  The
Optionee may withdraw any of its Exercise Notices prior to the applicable Option
Closing Date by written notice to that effect to the Company. Upon withdrawal of
any of its Exercise  Notices,  the Optionee shall  reimburse the Company for all
reasonable  out-of-pocket expenses incurred in connection therewith,  including,
without  limitation,  reasonable  attorney's  fees  incurred  by the  Company in
connection therewith. Nothing contained in this Section 2.4 shall or is meant to
prohibit the Optionee,  after any such withdrawal,  from subsequently exercising
any Options  during the period in which Options are permitted to be exercised as
set forth in this Agreement.

     2.5.  Vesting and Expiration  Date. The Option Shares shall be fully vested
and exercisable as of the grant date which grant date is September 30, 2002; The
Options  shall  expire  ten  (10)  years  from the date of  September  30,  2002
provided,  however,  that the  Closing  (as  defined  in Section 6 hereof) on an
Option may take place after the expiration of such ten (10)-year  period as long
as the Optionee has delivered  the Exercise  Notice to the Company in accordance
with Section 2.4 prior to the expiration of such ten (10)-year period.

<PAGE>

     2.6.  Option  Exercise  Price.  Subject  to the  other  provisions  of this
Agreement,  the  parties  acknowledge  and  agree  that the  purchase  price the
Optionee  shall pay the  Company  for the  acquisition  of an Option  Share (the
"Option  Exercise Price") shall be an amount equal to One Dollar and Twenty Five
Cents ($1.25) per each Option Share so acquired by the Optionee  pursuant to its
exercise of an Option.

     2.7.  Adjustments  Relating  to  Section  4.  Any  appropriate  numbers  or
calculations  in this Section 2 shall be adjusted as  appropriate  to effectuate
the intent of the parties evidenced by Section 4 below  notwithstanding the fact
that adjustments to such numbers or calculations  may not be expressly  provided
for in this Section 2 or in Section 4 below.

     3. Adjustment for  Reorganization,  Consolidation or Merger. 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,  the  Optionee,  on the  exercise  of an  Option  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
Option  Shares  issuable on such  exercise  prior to such  consummation  or such
effective date, the stock and other securities and property  (including cash) to
which the  Optionee  would  have been  entitled  upon  such  consummation  or in
connection  with such  dissolution,  as the case may be, if the  Optionee had so
exercised and closed on the Option,  immediately  prior thereto,  all subject to
further adjustment thereafter as provided in Section 4.

     4. Adjustments for Stock Dividends and Stock Splits.  In the event that the
Company  after the date of this  Agreement (i) issues  additional  shares of the
Common Stock as a dividend or other  distribution  on outstanding  Common Stock,
(ii)  subdivides its  outstanding  shares of Common Stock, or (iii) combines its
outstanding  shares of the Common  Stock into a smaller  number of shares of the
Common  Stock,  then,  in each such  event,  the Option  Exercise  Price  shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
then  prevailing  Option  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  Option  Exercise  Price  then in  effect.  The Option
Exercise Price, as so adjusted,  shall be readjusted in the same manner upon the
happening  of any  successive  event or events  described in this Section 4. The
number of Option  Shares shall then be adjusted so that the Optionee  shall then
have the Options to acquire that number of shares of Common Stock  determined by
multiplying  the number of Option Shares which the Optionee would otherwise (but
for the  provisions of this Section 4) have the Options,  by a fraction of which
(i) the numerator is the Option  Exercise  Price which would  otherwise (but for
the provisions of this Section 4) be in effect,  and (ii) the denominator is the
Option Exercise Price in effect on the applicable Option Closing Date. Upon each
adjustment of the Option Exercise Price and the number of Option Shares pursuant
to the  provisions  of this Section 4, the Company  shall  promptly  provide the
Optionee with a written  notice which sets forth a detailed  explanation of such
adjustments and the calculations applicable to such adjustments.

<PAGE>

     5. Other Adjustments to Option Exercise Price.

     5.1.  Computation of Adjusted Option Exercise Price.  Except as hereinafter
provided,  in case the Company after the date of this Agreement  issues or sells
any shares of Common  Stock (other than the  issuances  or sales  referred to in
Sections 4 and 5.4 hereof),  for a consideration  per share less than the Option
Exercise  Price in  effect  immediately  prior to the  issuance  or sale of such
shares, or without consideration, then forthwith upon such issuance or sale, the
Option  Exercise Price shall (until another such issuance or sale) be reduced to
the price equal to the  quotient  derived by dividing (a) an amount equal to the
sum of (x) the  Option  Exercise  Price  in  effect  immediately  prior  to such
issuance  or sale  multiplied  by the total  number  of  shares of Common  Stock
outstanding  immediately  prior to such issuance or sale, plus (y) the aggregate
of the amount of all  consideration,  if any,  received by the Company upon such
issuance or sale, by (b) the total number of shares of Common Stock  outstanding
immediately  after such issuance or sale. For the purposes of any computation to
be made in accordance with this Section 5.1, the following  provisions  shall be
applicable:

         5.1.1.  In case of the issuance or sale of shares of Common Stock for a
     consideration  part or all of which  shall be cash,  the amount of the cash
     consideration therefor shall be deemed to be the amount of cash received by
     the Company  for such shares (or, if shares of Common  Stock are offered by
     the Company for subscription, the subscription price, or, if either of such
     securities  shall be sold to  underwriters  or dealers for public  offering
     without a subscription  offering, the initial public offering price) before
     deducting  therefrom any compensation paid or discount allowed in the sale,
     underwriting  or  purchase  thereof  by  underwriters  or dealers or others
     performing  similar  services,  or  any  expenses  incurred  in  connection
     therewith.

         5.1.2. In case of the issuance or sale (otherwise than as a dividend or
     other  distribution  on any stock of the Company) of shares of Common Stock
     for a  consideration  part or all of which  shall be other than  cash,  the
     amount of the consideration  therefor other than cash shall be deemed to be
     the  value  of such  consideration  as  agreed  to by the  Company  and the
     Optionee.  Lacking  such  agreement,  such  valuation  shall be  determined
     pursuant  to binding  arbitration  pursuant to the  Commercial  Arbitration
     Rules of the American Arbitration Association, and such determination shall
     be final and binding on the parties.

         5.1.3.  The  reclassification  of  securities of the Company other than
     shares of Common  Stock into  securities  including  shares of Common Stock
     shall be deemed to involve the  issuance of such shares of Common Stock for
     a consideration  other than cash immediately prior to the close of business
     on the date fixed for the  determination  of security  holders  entitled to
     receive such shares,  and the value of the consideration  allocable to such
     shares of Common Stock shall be determined as provided in Section 5.1.2.

         5.1.4. The number of shares of Common Stock at any one time outstanding
     shall include the aggregate number of shares issued or issuable (subject to
     readjustment  upon  the  actual  issuance  thereof)  upon the  exercise  of
     options,   rights,   warrants  and  upon  the  conversion  or  exchange  of
     convertible or exchangeable securities.

<PAGE>

     5.2. Options, Rights, Warrants and Convertible and Exchangeable Securities.
In case  the  Company  at any time  after  the  date of this  Agreement,  issues
options,  rights or warrants to subscribe for shares of Common Stock,  or issues
any securities  convertible into or exchangeable for shares of Common Stock, for
a  consideration  per  share  less  than the  Option  Exercise  Price in  effect
immediately prior to the issuance of such options,  rights or warrants,  or such
convertible or exchangeable  securities,  or without  consideration,  the Option
Exercise  Price in effect  immediately  prior to the  issuance of such  options,
rights or warrants, or such convertible or exchangeable securities,  as the case
may be,  shall be  reduced  to a price  determined  by making a  computation  in
accordance with the provisions of Section 5.1 hereof, provided that:

         5.2.1. The aggregate  maximum number of shares of Common Stock issuable
     under such  options,  rights or  warrants  shall be deemed to be issued and
     outstanding at the time such options,  rights or warrants were issued,  and
     for a consideration  equal to the minimum purchase price per share provided
     for in such options,  rights or warrants at the time of issuance,  plus the
     consideration  (determined in the same manner as consideration  received on
     the  issue  or  sale  of  shares  in  accordance  with  the  terms  of this
     Agreement),  if any,  received by the Company for such  options,  rights or
     warrants.

         5.2.2. The aggregate  maximum number of shares of Common Stock issuable
     upon conversion or exchange of any  convertible or exchangeable  securities
     shall be deemed to be issued and  outstanding  at the time of  issuance  of
     such  securities,  and  for a  consideration  equal  to  the  consideration
     (determined  in the same manner as  consideration  received on the issue or
     sale of  shares  of  Common  Stock in  accordance  with  the  terms of this
     Agreement)  received by the Company for such  securities,  plus the minimum
     consideration,  if any,  receivable  by the Company upon the  conversion or
     exchange thereof.

         5.2.3. If any change shall occur in the price per share provided for in
     any of the options,  rights or warrants referred to in Section 5.2.1, or in
     the price per share at which the  securities  referred to in Section  5.2.2
     are  convertible  or  exchangeable,  such  options,  rights or  warrants or
     conversion or exchange rights,  as the case may be, shall be deemed to have
     expired or terminated  on the date when such price change became  effective
     in respect of shares not  theretofore  issued  pursuant to the  exercise or
     conversion  or exchange  thereof,  and the Company  shall be deemed to have
     issued upon such date new  options,  rights or warrants or  convertible  or
     exchangeable securities at the new price in respect of the number of shares
     issuable  upon the  exercise  of such  options,  rights or  warrants or the
     conversion or exchange of such convertible or exchangeable securities.

     5.3.  Adjustment Notice.  Upon each adjustment of the Option Exercise Price
pursuant to the provisions of Section 5, the Company shall promptly  provide the
Optionee with a written  notice which sets forth a detailed  explanation of such
adjustment and the calculations applicable to such adjustment.

<PAGE>

     5.4. No Adjustment of Option  Exercise  Price.  No adjustment of the Option
Exercise  Price  shall be made upon the  authorization  or  issuance  of (a) the
Synergy  Common  Stock  to be  delivered  to  Sinclair  pursuant  to the  Second
Modification Agreement, and (b) shares subsequent to the date hereof pursuant to
stock option and other duly authorized incentive plans.

     5.5. No Increase in Number of Shares. The number of Option Shares shall not
be adjusted upon any  adjustment of the Option  Exercise  Price made pursuant to
this Section 5.

     6.  Closing.  The closing of the  acquisition  of any of the Option  Shares
after delivery of an Exercise Notice (a "Closing") shall be on a business day no
later than the later of ten (10) days after (i) the date an  Exercise  Notice is
received by the Company or(ii) the date any applicable  waiting period under the
HSR Act has expired.

     7. Closing  Deliveries.  All actions at a Closing  shall be deemed to occur
simultaneously,  and no document or payment  shall be deemed to be  delivered or
made until all documentation or payments are delivered or made to the reasonable
satisfaction of the Optionee, the Company, and their respective counsel.

     7.1.  Closing  Deliveries by the Company.  At a Closing,  the Company shall
deliver to the Optionee  such  customary  documentation  which shall in form and
substance be reasonably satisfactory to the Optionee and its counsel, including,
without limitation, the following:

         7.1.1. a receipt for the Option Exercise Price;

         7.1.2.  a  certificate  or  certificates   for  the  Option  Shares  so
     purchased;

         7.1.3.  a certificate  signed on behalf of the Company by an authorized
     officer  of the  Company  certifying  that all of the  representations  and
     warranties of the Company contained in this Agreement were true on the date
     of this  Agreement and are true as of the Option  Closing Date and that the
     Company is in (and since the date of this Agreement has been in) compliance
     with all of its covenants and agreements in this Agreement;

         7.1.4. such other documents that the Optionee shall reasonably request.

     7.2. Closing Deliveries by the Optionee.  At a Closing,  the Optionee shall
deliver  to the  Company  such  customary  documentation  as  shall  in form and
substance be reasonably satisfactory to the Company and its counsel,  including,
without limitation, the following:

         7.2.1.  the Option  Exercise  Price which shall be paid via a certified
     check, bank cashiers check or by wire transfer to an account  designated by
     the Company; and

         7.2.2. such other documents as the Company shall reasonably request.

<PAGE>

     8. Representations and Warranties

     8.1. Representations and Warranties of the Company. As an inducement to the
Optionee to enter into this  Agreement,  the Company  represents and warrants to
the Optionee,  as of the date of this  Agreement  and as of each Option  Closing
Date, the following:

         8.1.1. Authority.  The Company has the full right, power, and authority
     to execute,  seal and deliver this Agreement and to perform its obligations
     contemplated  thereby;  and this  Agreement is a valid and legally  binding
     obligation  of the  Company,  enforceable  in  accordance  with its  terms,
     subject to applicable bankruptcy, insolvency,  reorganization,  moratorium,
     and other laws affecting the rights of creditors generally and the exercise
     of judicial discretion in accordance with general principles of equity. The
     execution,  sealing and delivery of this Agreement and the  consummation of
     the  transactions  contemplated  herein  has been  duly  authorized  by all
     necessary corporate action of the Company.

         8.1.2.  No  Conflict.   Neither  the  execution  or  delivery  of  this
     Agreement,  nor the consummation of the transactions  contemplated  herein,
     will  conflict with or constitute a default under the Charter or By-Laws of
     the  Company or under any  contract,  understanding,  instrument,  or other
     agreement (whether written or oral), or of any judgment,  decree,  order or
     resolution  to which  the  Company  is a party or by which it is  otherwise
     bound.

         8.1.3. Valid Issuance.  Upon their issuance to the Optionee, the Option
     Shares will be validly issued, fully paid and non-assessable, free from and
     clear of all restrictions, liens, security interests and encumbrances.

     8.2.  Representations  and Warranties of the Optionee.  As an inducement to
the Company to enter into this Agreement,  the Optionee  represents and warrants
to the Company,  as of the date of this  Agreement and as of each Option Closing
Date, the following:

         8.2.1.  No  Conflict.   Neither  the  execution  or  delivery  of  this
     Agreement,  nor the consummation of the transactions  contemplated  herein,
     will  conflict with or constitute a default under the Charter or By-Laws of
     the Optionee or under any  contract,  understanding,  instrument,  or other
     agreement  (whether  written or oral), or of any judgment,  decree,  order,
     law,  rule or resolution to which the Optionee is a party or by which it is
     otherwise bound.

     9. Covenants.

     9.1. Covenants of the Company.  During the term of this Agreement and until
title to and beneficial  ownership in all of the Option Shares  transfers to the
Optionee, the Company covenants and agrees with the Optionee as follows:

         9.1.1.  the Company shall undertake any and all reasonable  actions and
     comply  with all  reasonable  requests  of the  Optionee  delivered  to the
     Company in writing  which in any way pertain to the  delivery of the Option
     Shares and the transfer of title to and beneficial ownership therein to the
     Optionee upon the exercise of an Option therefor.

         9.1.2. In case:

              9.1.2.1.  the  Company  shall take a record of the  holders of its
         Common  Stock (or other  securities  at the time  receivable  after the
         exercise of an Option) for the purpose of entitling them to receive any
         dividend (other than a cash dividend  payable out of earned surplus) or
         other  distribution,  or  any  right  to  subscribe  for,  purchase  or
         otherwise  acquire  any  shares  of  stock of any  class  or any  other
         securities, or to receive any other right; or

<PAGE>

              9.1.2.2. of any capital  reorganization of the Company (other than
         a stock split or reverse  stock  split),  any  reclassification  of the
         capital  stock of the  Company,  any  consolidation  or  merger  of the
         Company with or into another  entity  (other than a merger for purposes
         of change of domicile) or any conveyance of all or substantially all of
         the assets of the Company to another Person; or

              9.1.2.3. of any voluntary or involuntary dissolution,  liquidation
         or winding-up of the Company;  then, and in each such case, the Company
         shall  immediately give the Optionee a notice  specifying,  as the case
         may be,  (i) the date on which a record is to be taken for the  purpose
         of such  dividend,  distribution  or right,  and stating the amount and
         character of such dividend,  distribution or right, or (ii) the date on
         which such  reorganization,  reclassification,  consolidation,  merger,
         conveyance,  dissolution,  liquidation  or winding-up is to take place,
         and the time, if any, is to be fixed, as to which the holders of record
         of Common Stock (or such other  securities at the time receivable after
         an Exercise) shall be entitled to exchange their shares of Common Stock
         (or such other securities) for securities or other property deliverable
         upon  such  reorganization,  reclassification,  consolidation,  merger,
         conveyance,  dissolution,  liquidation or winding-up. Such notice shall
         be sent at least twenty (20) days prior to the date therein specified.

         9.1.3.  The  Company  shall  not,  by  amendment  of  its  Articles  of
     Incorporation   or  through   any   reorganization,   transfer  of  assets,
     consolidation,  merger,  dissolution,  issue or sale of  securities  or any
     other  voluntary  action,   avoid  or  seek  to  avoid  the  observance  or
     performance of any of the terms of this  Agreement,  but shall at all times
     in good  faith  assist  in the  carrying  out of all such  terms and in the
     taking of all such action as may be  necessary or  appropriate  in order to
     protect the rights of the Optionee.  Without limiting the generality of the
     foregoing,  the Company (a) shall not  increase the par value of any shares
     of stock  receivable on the exercise of an Option above the amount  payable
     therefor  on such  exercise,  and (b) shall  take an such  action as may be
     necessary or  appropriate in order that the Company may validly and legally
     issue fully paid and  nonassessable  shares of Common Stock on the exercise
     of an Option from time to time.

         9.1.4.  The  Company  shall at all times  reserve  and keep  available,
     solely for issuance and delivery on the Exercise of the Options, all shares
     of Common Stock from time to time issuable on the Exercise of the Options.

         9.1.5.  Not later than ten (10) days after the  receipt of an  Exercise
     Notice, the Company shall prepare and file all documents,  if any, with the
     Federal Trade  Commission  and the United  States  Department of Justice as
     required  (of an  acquired  person)  to comply  with the  Hart-Scott-Rodino
     Antitrust  improvements  Act of 1976, as amended (the "HSR Act"), and shall
     promptly  furnish  all  materials   thereafter  requested  by  any  of  the
     regulatory  agencies having  jurisdiction  over such fillings.  The Company
     shall pay  one-half  (1/2) of any filing fee  required to be paid under the
     HSR Act.

<PAGE>

         9.1.6. The Company shall inform the Optionee promptly of anything which
     comes to the  Company's  attention  that  would  make the  representations,
     warranties,  or disclosures  made herein untrue or misleading or to omit to
     state a material  fact  which  would be  misleading  if  omitted,  or which
     constitutes a breach of any covenant or agreement contained herein.

         9.1.7.  The Company shall  undertake any and all actions which are both
     necessary and appropriate to preserve the Optionee's  rights to acquire the
     Option Shares pursuant to the terms of this Agreement.

     9.2. Covenants of the Optionee. During the term of this Agreement and until
title to and beneficial  ownership in all of the Option Shares  transfers to the
Optionee, the Optionee covenants and agrees with the Company as follows:

         9.2.1. Not later than ten (10) days after the date the Company receives
     an Exercise Notice,  the Optionee shall prepare and file all documents,  if
     any, with the Federal Trade Commission and the United States  Department of
     Justice as required  (of an  acquiring  person) to comply with the HSR Act,
     and shall promptly furnish all materials thereafter requested by any of the
     regulatory  agencies having  jurisdiction  over such filings.  The Optionee
     shall pay one-half of any filing fee required to be paid under the HSR Act.

     10. Transferability.  The Optionee's rights under this Agreement may be not
assigned,  pledged,  hypothecated,  sold, or otherwise transferred or encumbered
without  approval of the  Company,  except that the Optionee may assign and sell
its rights  under this  Agreement  to Sinclair  Ventures,  Inc.;  provided  that
Sinclair Ventures, Inc. is then a directly or indirectly wholly-owned subsidiary
of the Optionee,  and provided further that Sinclair Ventures,  Inc. delivers to
the Company a written assumption signed by Sinclair  Ventures,  Inc. pursuant to
which it assumes the  obligations  and  liabilities  of the Optionee  under this
Agreement.  However, no such assignment or assumption shall relieve the Optionee
of any of its obligations or liabilities under this Agreement.

<PAGE>

     11. Notices. All notices, demands and other communications which may or are
required to be given hereunder or with respect hereto shall be in writing, shall
be delivered  personally or sent by  nationally  recognized  overnight  delivery
service,  charges  prepaid,  or by registered or certified mail,  return-receipt
requested, or by facsimile transmission,  and shall be deemed to have been given
or made when personally delivered,  the next business day after delivery to such
overnight delivery service, when dispatched by facsimile  transmission (provided
that the sender's facsimile machine produces  confirmation of receipt),  or five
(5) days after deposited in the mail, first-class postage prepaid,  addressed as
follows:

                  If to the Company:

                  Synergy Brands Inc.
                  40 Underhill Boulevard
                  Syosset, New York  11791-0996
                  ATTN:  Chief Executive Officer
                  Facsimile No.:  (516) 682-1990


                  With a copy to:

                  Meltzer, Lippe, Goldstein & Schlissel, P.C.
                  190 Willis Avenue
                  Mineola, New York  11501
                  ATTN:  David I. Schaffer, Esq.
                  Facsimile No.:  (516) 747-0653


                  If to Optionee:

                  Sinclair Broadcast Group, Inc.
                  10706 Beaver Dam Road
                  Cockeysville, Maryland  21030
                  ATTN:  President
                  Facsimile No.:  (410) 568-1533


                  With a copy to:

                  Sinclair Broadcast Group, Inc.
                  10706 Beaver Dam Road
                  Cockeysville, Maryland  21030
                  ATTN:  General Counsel
                  Facsimile No.:  (410) 568-1533


                  and with an additional copy to:

                  Thomas & Libowitz, P.A.
                  100 Light Street, Suite 1100
                  Baltimore, Maryland 21202-1053
                  ATTN:  Steven A. Thomas, Esq.
                  Facsimile No.:  (410) 752-2046


or to such other address or facsimile number as the parties hereto may from time
to time designate for themselves.

<PAGE>

     12. Entire Agreement.  This Agreement and the Second Modification Agreement
shall supersede all prior agreements between the parties relating to the subject
matter hereof and thereof,  and there are no other agreements or  understandings
between them  concerning the subject  matter hereof or thereof.  Notwithstanding
the foregoing,  the Option Agreement  between the parties dated December 1, 2000
shall not be effected by, of have any effect on, this Agreement.

     13.  Binding  Effect.   Each  of  the  covenants,   promises,   agreements,
representations  and  warranties in this Agreement by or on behalf of any of the
parties  hereto shall bind and inure to the benefit of their  respective  heirs,
guardians, personal and legal representatives, successors and permitted assigns.

     14.  New York Law.  This  Agreement  shall be  construed  and  enforced  in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York.

     15. Specific Performance.  In the event of a breach of this Agreement,  the
other party may  maintain an action for specific  performance  against the party
alleged  to  have  breached  any  of  the  terms,  conditions,  representations,
warranties,  provisions,  covenants or agreements  herein  contained,  and it is
hereby  further agreed that no objection to the form of action in any proceeding
for specific  performance of this Agreement  shall be raised by any party hereto
so that such specific  performance  of this Agreement may not be obtained by the
aggrieved party. Anything contained herein to the contrary notwithstanding, this
Section  shall not be  construed  to limit in any  manner  whatsoever  any other
rights and remedies that an aggrieved  party may have by virtue of any breach of
this Agreement,  the parties having agreed that all such rights and remedies are
cumulative and supplementary.

     16.  Attorneys'  Fees. In the event of any  litigation  between the parties
arising under, out of or in connection with this Agreement,  the  non-prevailing
party  shall  pay  all  of the  prevailing  party's  costs,  expenses  and  fees
(including,  without limitation,  attorneys' fees) incurred as a result of or in
connection with such litigation.

     17.  Headings.  The  descriptive  headings  of  the  several  sections  and
subsections  of this  Agreement are inserted for  convenience  only,  and do not
constitute  a  substantive  part of this  Agreement,  and  are not  intended  to
describe,  interpret,  define,  or limit  the  scope,  extent  or intent of this
Agreement  as a whole,  or any  provision  hereof.  All  schedules  and exhibits
referred  to in this  Agreement  are hereby  deemed a  substantive  part of this
Agreement.

     18. Word Usage.  Unless the context  otherwise  requires,  whenever used in
this Agreement,  the singular shall include the plural, the plural shall include
the  singular,  and the  masculine  gender shall include the neuter and feminine
gender, and vice versa. Whenever used in this Agreement, words such as "herein,"
"hereinafter,"  "hereof," "hereto," and "hereunder" refer to this Agreement as a
whole, unless the context otherwise requires.

     19. Counterparts.  This Agreement may be executed in counterparts,  each of
which shall be an  original,  but all of which  shall  together  constitute  one
document.

<PAGE>

     20.  Construction.  Each and every term and provision of this Agreement has
been  mutually  agreed to and  negotiated  by the parties  hereto,  and shall be
construed  simply  according to its fair meaning and not strictly for or against
any party.

     21.  Severability.  Each and every term and provision of this  Agreement is
intended to be severable.  If any term or provision hereof is illegal or invalid
for any reason  whatsoever,  such illegality or invalidity  shall not affect the
legality or validity of the remainder of this Agreement.

     22.  Time.  Time is of the  essence  with  respect  to all  aspects of this
Agreement.

     23.  Further  Assurances.  From time to time  prior to,  at,  and after any
Option  Closing Date,  each party hereto will execute all such  instruments  and
take all such  actions  as the  other  party  being  advised  by  counsel  shall
reasonably  request in connection with carrying out and  effectuating the intent
and  purpose  hereof,  and all  transactions  and  things  contemplated  by this
Agreement,  including, without limitation, the execution and delivery of any and
all confirmatory and other instruments,  in addition to those to be delivered on
any  Option  Closing  Date,  and any and all  actions  which may  reasonably  be
necessary to complete the transactions contemplated hereby.

     24. Legends and Other Securities Matters.

     24.1. Legends; Opinions Requirement. The certificates evidencing the Option
Shares acquired by the Optionee and each certificate issued in transfer thereof,
will bear the following  legend and any applicable  legend required by any other
Transaction Document:

     "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
     1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR THE  SECURITIES  LAWS OF ANY
     STATE. THEY MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED IN
     THE ABSENCE OF A  REGISTRATION  IN EFFECT WITH RESPECT TO THE SECURITIES OR
     AN EXEMPTION BEING APPLICABLE UNDER THE SECURITIES ACT."

     If the Optionee desires to sell or otherwise  dispose of all or any part of
the Option Shares acquired by it under an exemption from registration  under the
Securities  Act, and if requested by the Company,  the Optionee shall deliver to
the Company an opinion of counsel,  which may be counsel for the  Company,  that
such exemption is available.

     24.2. Register of Securities. The Company or its duly appointed agent shall
maintain a separate  register for the Common Stock,  in which it shall  register
the issue and sale of all Option Shares. All transfers of Option Shares acquired
by the Optionee  shall be recorded on the register  maintained by the Company or
its agent, and the Company shall be entitled to regard the registered  holder of
such  Option  Shares as the actual  holder of such Option  Shares so  registered
until the  Company or its agent is  required to record a transfer of such Option
Shares on its register. Subject to Section 25.3 hereof, the Company or its agent
shall be required to record any such  transfer when it receives such security to
be transferred duly and properly endorsed by the registered holder thereof or by
its attorney duly authorized in writing.

<PAGE>

     24.3. Removal of Legend.  Any legend endorsed on a certificate  pursuant to
Section 24.1 hereof,  and any stop transfer  instructions  and record  notations
with respect  thereto shall be removed and the Company shall issue a certificate
without  such  legend to the holder  thereof at such time as (a) a  registration
statement  with  respect  to the  sale  of such  securities  shall  have  become
effective under the Securities Act and such securities  shall have been disposed
of in accordance with such  registration  statement,  (b) such securities  shall
have been  distributed  to the  public  pursuant  to Rule 144 (or any  successor
provision)  promulgated by the Commission under the Securities Act, as such Rule
may be  amended  from time to time  ("Rule  144"),  or (c) such  securities  are
otherwise  sold in a transaction  exempt from the  registration  and  prospectus
delivery  requirements  of the Securities Act under Section 4(1) thereof so that
all transfer  restrictions  with respect to such securities are removed upon the
consummation of such sale and the seller of such securities provides the Company
an opinion of counsel (which may be counsel for the Company),  which shall be in
form and content reasonably satisfactory to the Company, to the effect that such
securities in the hands of the purchaser thereof are freely transferable without
restriction  or  registration  under the Securities Act in any public or private
transaction.

     24.4.  Rule 144. The Company agrees to timely file the reports  required to
be filed by it under the Securities Act and the Securities Exchange Act of 1934,
as amended (the  "Exchange  Act") and the rules and  regulations  adopted by the
Securities and Exchange Commission (the "Commission")  thereunder, to the extent
required from time to time to enable the Optionee to sell shares of Common Stock
and the shares of Common  Stock into  which the  Common  Stock may be  converted
without  registration  under the  Securities  Act within the  limitation  of the
exemptions  provided  in (a)  Rule  144 or (b) any  similar  rule or  regulation
hereafter  adopted by the  Commission.  Upon the  request of the  Optionee,  the
Company will deliver a written statement as to whether it has complied with such
requirements.

     24.5. Private Placement.

     24.5.1.  The Optionee  understands and agrees with the Company that (i) the
Options  and the offer and sale of the Option  Shares are  intended to be exempt
from  registration  under the  Securities  Act by virtue  of the  provisions  of
Section 4(2) of the Securities Act and (ii) there is no existing public or other
market for the Options or the Option  Shares and there can be no assurance  that
the  Optionee  will be able to sell or  dispose  of the  Options  or the  Option
Shares.

     24.5.2. The Optionee represents and warrants to the Company that:

         24.5.2.1.  any Option Shares  acquired by it pursuant to this Agreement
     will be acquired for its own account and without a view to the distribution
     or resale of the Option  Shares  acquired  by it or any  interest  therein;
     provided  that the  provisions  of this  Section  shall not  prejudice  the
     Optionee's  right at all times to sell or  otherwise  dispose of all or any
     part  of  Option  Shares  so  acquired  by  the  Optionee   pursuant  to  a
     registration   under  the   Securities   Act  or  an  exemption  from  such
     registration available under the Securities Act;

         24.5.2.2.  the  Optionee is an  "Accredited  Investor"  as such term is
     defined in Rule 501 of Regulation D promulgated by the Commission under the
     Securities Act; and

         24.5.2.3.  the  Optionee  is not a broker  or  dealer  (as  defined  in
     Sections  3(a)(4) and 3(a)(5) of the  Exchange  Act),  member of a national
     securities  exchange,  or  person  associated  with a broker  or  dealer as
     defined in Section  3(a)(18)  of the  Exchange  Act,  other than a business
     entity controlling or under common control with such broker, dealer, member
     or associated person.

     24.5.3. The Optionee further represents that:

         24.5.3.1.  the Optionee has such  knowledge and experience in financial
     and business matters so as to be capable of evaluating the merits and risks
     of its  investment in the Options and the Option Shares and the Optionee is
     capable of bearing the  economic  risks of such  investment  and is able to
     bear a  complete  loss of its  investment  in the  Options  and the  Option
     Shares; and

         24.5.3.2.  in evaluating the suitability of an investment in the Option
     and the Option Shares, the Optionee has not relied upon any representations
     or other information  (whether oral or written) made by or on behalf of the
     Company other than as set forth in the Second Modification Agreement,  this
     Agreement,  the Synergy  SPA,  the SEC  Reports  and the other  Transaction
     Documents (as such terms are defined in the Synergy SPA).


         [REMAINDER OF PAGE LEFT BLANK-SIGNATURES ON NEXT PAGE]

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
signed as of the date first above written.

WITNESS/ATTEST:                      Company:
                                     Synergy Brands Inc.

-----------------
                              By:
                                 ---------------------------

                              Name:
                                   -------------------------

                              Title:
                                    ------------------------


                                      Optionee:
                                      SINCLAIR BROADCAST GROUP, INC.


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

                              By:
                                 ---------------------------

                              Name:
                                   -------------------------

                              Title:
                                    ------------------------

<PAGE>

                                   Exhibit 2.4

                              [ADDRESS OF OPTIONEE]

                                     [Date]


VIA FACSIMILE (516) 682-1990
AND FEDERAL EXPRESS

Synergy Brands Inc.

40 Underhill Boulevard
Syosset, New York 11791-0996
Attention: Chief Executive Officer

     Re:  Exercise of Option for Common Stock of Synergy Brands Inc., a Delaware
          Corporation   (the   "Corporation"),   under  Option  Agreement  dated
          September 30, 2002 (the "Option  Agreement")  by and between  Sinclair
          Broadcast Group,  Inc., a Maryland  corporation (the "Optionee"),  and
          the Corporation

 Dear Sir/Madam:

     Pursuant  to  the  terms  and  conditions  of  the  Option  Agreement,  the
undersigned  hereby  exercises  its right to acquire  _______________  (_______)
shares of Common Stock of the  Corporation.  Closing on this  transaction  shall
take place in accordance  with the  provisions of the Option  Agreement.  Please
prepare all necessary documentation necessary for closing pursuant to the Option
Agreement.

                                  Sincerely,

                                  SINCLAIR BROADCAST GROUP, INC.

                              By:
                                 ---------------------------

                              Name:
                                   -------------------------

                              Title:
                                    ------------------------


<PAGE>



               CERTIFICATE OF DESIGNATION. PREFERENCES. RIGHTS AND
                                 LIMITATIONS OF
                        CLASS B PREFERRED STOCK, SERIES A
                                       OF
                               SYNERGY BRANDS INC.

                         Pursuant to Section 151 of the
                General Corporation law of the State of Delaware

     SYNERGY  BRANDS INC., a  corporation  incorporated,  organized and existing
under the laws of the State of Delaware (the "Corporation"). does hereby certify
that  pursuant  to the  authority  conferred  on the Board of  Directors  of the
Corporation by the Certificate of Incorporation,  as amended, of the Corporation
and in accordance  with Sections 141 and 151 of the General  Corporation  Law of
the State of Delaware,  the Board of Directors  of the  Corporation  adopted the
following  resolution  establishing the designations,  rights and limitations of
100,000 shares of Class B Preferred Stock of the Corporation to be designated as
Series A of Class B Preferred Stock:

     RESOLVED.  that  pursuant  to  the  authority  conferred  on the  Board  of
Directors of this Corporation by the Certificate of Incorporation, the number of
voting and other powers,  preferences and relative,  participating,  optional or
other rights and the  qualifications,  limitations  and  restrictions of 100,000
shares of the previously designated Class B Preferred stock. par value $.001 per
share.  of the  Corporation  now to be designated  Series A of Class B Preferred
Stock are as follows:

                       SERIES A OF CLASS B PREFERRED STOCK
                       -----------------------------------

     1.  DESIGNATION  AND  AMOUNT.  There shall be a series of Class B Preferred
Stock  designated  as  "Series A of Class B  Preferred  Stock" and the number of
shares constituting such series of Class B Preferred Stock shall be 100,000.

     2. PAR  VALUE.  The par  value of each  such  share of  Series A of Class B
Preferred Stock shall be $.001.

     3.RANK. All shares of Series A of Class B Preferred Stock shall rank prior,
both  as to  payment  of  dividends  and  as to  distributions  of  assets  upon
liquidation.  dissolution or winding up of the Corporation, whether voluntary or
involuntary,  to all of  the  Corporation's  now or  hereafter  issued  Class  A
Preferred  Stock  $.001 par value  ("Class A  Preferred  Stock")  and its common
stock. par value $.001 per share (the "Common Stock").

     4.DIVIDENDS.  The holders of Series A of Class B  Preferred  Stock shall be
entitled to receive, out of the net profits of the Corporation, dividends at the
annual rate of $.90 per share per annum  payable  monthly by the 15th day of the
month and accruing  until paid  starting and assessed  beginning  the first full
month following  issuance.  The amount of dividends payable shall be computed on
the  basis  of a 360 day year of  twelve  30 day  months.  The  Common  Stock is
entitled to all remaining  profits which the Board of Directors may determine to
distribute to the holders of Common Stock as dividends,  Class A Preferred Stock
not being  entitled to any  dividends  but only  liquidation  preferences  where
applicable,  subject to any future  designations  regarding the remainder of the
unissued Class B Preferred Stock.

<PAGE>

     No dividends or other distributions, other than dividends payable solely in
shares of, Common Stock of the Corporation ranking junior as to dividends and as
to  liquidation  rights  to the  Series A of Class B  Preferred  Stock  shall be
declared,  paid or set apart for  payment on any shares of Common  Stock  and/or
Class A Preferred  Stock of the  Corporation  ranking  junior as to dividends to
Series A of Class B  Preferred  Stock  unless and until all  accrued  and unpaid
dividends of Series A of Class B Preferred Stock shall have been paid and/or set
apart for payment.

     Any  reference to  "distribution"  contained in this Section 4 shall not be
deemed to include any  distribution  made in  connection  with any  liquidation,
dissolution or winding up of the Corporation whether voluntary or involuntary.

     5. LIQUIDATION  PREFERENCE.  In the event of a liquidation,  dissolution or
winding up of the Corporation,  whether voluntary or involuntary, the holders of
Series A of Class B  Preferred  Stock  shall be  entitled  to receive out of the
assets of the Corporation,  whether such assets are stated capital or surplus of
any nature, an amount equal to the dividends  accumulated thereon to the date of
final  distribution  to such  holders  which  have not prior  thereto  been paid
without interest,  and a sum equal to $10.00 per share, before any payment shall
be made or any assets  distributed  to the  holders of Class A  Preferred  Stock
and/or Common Stock, or any other class or series of the  Corporation's  capital
stock. All of the remaining net assets shall belong to and be distributed  among
the holders of the Class A Preferred  Stock and/or Common Stock in proportion to
rights  designated for each,  subject to any future  designations  regarding the
remainder of the unissued Class B Preferred  Stock.  Neither a consolidation  or
merger of the Corporation with another corporation nor a sale or transfer of all
or part of the Corporation's assets for cash,  securities or other property will
be considered a liquidation, dissolution or winding up of. the Corporation.

     6. REDEMPTION AT OPTION OF THE  CORPORATION.  The  Corporation  may, at its
option,  at any time redeem in whole,  or from time to time in part,  out of the
earned funds of the Corporation,  the Series A of Class B Preferred Stock on any
date set by the Board of  Directors,  at $10.00 per share plus, in each case, an
amount in cash equal to all dividends on the Series A of Class B Preferred Stock
accrued and unpaid thereon,  pro rata to the date fixed for redemption (such sum
being hereinafter referred to as the "Redemption Price").

     In case of the redemption of less than all of the then outstanding Series A
of Class B Preferred Stock,  the Corporation  shall designate by lot, or in such
other manner as the Board of Directors may determine,  the shares to be redeemed
or shall effect such  redemption pro rata.  Notwithstanding  the foregoing,  the
Corporation  shall not redeem less than all of the Series A of Class B Preferred
Stock at any time  outstanding  until all dividends  accrued and in arrears upon
all Series A of Class B Preferred  Stock then  outstanding  shall have been paid
for a1 past dividend periods.

     Not less than thirty (30) days prior to the redemption date notice by first
class  mail,  postage  prepaid,  shall be given to the  holders of record of the
Series  A of  Class  B  Preferred  Stock  to  be  redeemed,  addressed  to  such
stockholders  at their last addresses as shown on the books of the  Corporation.
Each such notice of redemption shall specify the date fixed for redemption,  the
Redemption Price, the place or p1aces of payment, that payment will be made upon
presentation  and  surrender  of the shares of the Series A of Class B Preferred
Stock  and that on and  after  the  redemption  date,  dividends  will  cease to
accumu1ate on such shares.

<PAGE>

     Any  notice  which is  mailed  as  herein  provided  shall be  conclusively
presumed to have been duly  given,  whether or not the holder of the Series A of
Class B Preferred Stock receives such notice; and failure to give such notice by
mail, or any defect in such notice,  to the holders of any shares designated for
redemption  shall not affect the validity of the  proceedings for the redemption
of any other shares of the Series A of Class B Preferred  stock. On or after the
date fixed for  redemption  as stated in such notice,  each holder of the shares
called for redemption shall surrender the certificate  evidencing such shares to
the  Corporation at the place  designated in such notice and shall  thereupon be
entitled to receive payment of the Redemption Price. If less than all the shares
represented by any such surrendered  certificate are redeemed, a new certificate
shall be issued  representing the unredeemed  shares.  If, on the date fixed for
redemption,  funds necessary for the redemption shall be available  therefor and
shall have been irrevocably  deposited or set aside, then,  notwithstanding that
the  certificates  evidencing any shares so called for redemption shall not have
been surrendered, the dividends with respect to the shares so called shall cease
to accrue  after the date fixed for  redemption,  the shares  shall no longer be
deemed outstanding, the holders thereof shall cease to be stockholders,  and all
rights  whatsoever  with respect to the shares so called for redemption  (except
the right of the holders to receive the Redemption  Price without  interest upon
surrender of their certificates therefor) shall terminate.

     The shares of Series A of Class B  Preferred  Stock shall not be subject to
the operation of any purchase, retirement or sinking fund.

     7. CONVERSION.  The shares of Series A of Class B Preferred Stock shall not
be convertible at the option of the holder thereof.

     8. VOTING RIGHTS.

         a. GENERAL. The shares of Series A of Class B Preferred Stock shall not
     have any voting  rights  regarding  any  corporation  business  except that
     solely and directly  affecting the existence and rights and  obligations of
     such Series A of Class B Preferred Stock.

         b. CLASS VOTING RIGHTS. In addition to voting rights provided above, so
     long as the  Series  A of  Class B  Preferred  Stock  is  outstanding,  the
     Corporation  shall  not,  without  the  affirmative  vote or consent of the
     holders of at least one half (1/2) of all  outstanding  Series A of Class B
     Preferred Stock voting  separately as a class,  amend,  alter or repeal (by
     merger or otherwise) any provision of the Certificate of  Incorporation  or
     the By-Laws of the Corporation,  as amended,  so as adversely to affect the
     relative rights. preferences,  qualifications,  limitations or restrictions
     of the Series A of Class B Preferred Stock.

     9. OUTSTANDING SHARES. For purposes of this Certificate of Designation, all
shares  of the  Series A of  Class B  Preferred  Stock  issued  shall be  deemed
outstanding except (i) from the date fixed for redemption  pursuant to Section 6
hereof,  all  shares of Series A of Class B  Preferred  Stock  that have been so
called  for  redemption  under  Section  6  hereof;  and  (ii)  from the date of
registration of transfer,  all shares of the Series A of Class B Preferred Stock
held of record by the Corporation.

     10. PARTIAL PAYMENTS. Upon an optional redemption by the Corporation, if at
any time the Corporation does not pay amounts  sufficient to redeem all Series A
of Class B Preferred  Stock,  then such funds which are paid shall be applied to
redeem such Series A of Class B Preferred Stock as the Corporation may designate
by lot.

<PAGE>

     11.  PREEMPTIVE  RIGHTS.  The  Series A of Class B  Preferred  Stock is not
entitled to any preemptive or  subscription  rights in respect of any securities
of the Corporation.

     12.  SEVERABILITY OF PROVISIONS.  Whenever possible,  each provision hereof
shall be interpreted  in a manner as to be effective and valid under  applicable
law, but if any  provision  hereof is held to be  prohibited by or invalid under
applicable law, such provision  shall be ineffective  only to the extent of such
prohibition or invalidity, without invalidating or otherwise adversely affecting
the remaining  provisions  hereof. If a court of competent  jurisdiction  should
determine  that a provision  hereof would be val1d or enforceable if a period of
time were  extended or shortened or a particular  percentage  were  increased or
decreased,  then such court may make such change as shall be necessary to render
the provision in question effective and valid under applicable jaw.

     IN WITNESS  WHEREOF,  SYNERGY BRANDS INC. has caused this Certificate to be
signed on its behalf by Henry J. Platek,  its President,  and its corporate seal
to be hereunto affixed and attested to by Mitchell Gerstein,  its Secretary this
_ day of January 2003.

                                      SYNERGY BRANDS INC.



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

Attest:


----------------------
Mitchell Gerstein
Secretary