SYNERGY BRANDS INC.

                   Governance and Nominating Committee Charter

Role

The  Governance  and  Nominating  Committee's  role is to determine the slate of
director nominees for election to the Company's Board of Directors,  to identify
and recommend  candidates to fill vacancies occurring between annual shareholder
meetings,  and to  review,  evaluate  and  recommend  changes  to the  Company's
Corporate Governance Guidelines.

Membership

The membership of the Committee shall consist of at least two directors, each of
whom is to be free of any relationship  that, in the opinion of the Board, would
interfere with his or her exercise of independent judgment.  Applicable laws and
regulations  will be followed in evaluating a member's  independence.  The Board
appoints the chairperson.

Operations

The Committee shall meet at least once a year.  Additional meetings may occur as
the Committee or its chair deems advisable. The Committee shall cause to be kept
adequate  minutes of all its  proceedings,  and shall  report its actions to the
next meeting of the Board  Committee  members shall be furnished  with copies of
the  minutes of each  meeting and any action  taken by  unanimous  consent.  The
Governance  and  Nominating  Committee  is governed by the same rules  regarding
meetings (including meetings by conference  telephone or similar  communications
equipment),  action without meetings,  notice,  waiver of notice, and quorum and
voting  requirements as are applicable to the Board. The Committee is authorized
and empowered to adopt its own rules of procedure not inconsistent  with (a) any
provision of this Charter,  (b) any provision of the Bylaws of the  Corporation,
or (c) the laws of the state of Delaware.

Authority

The Committee shall have the resources and authority  necessary to discharge its
duties and  responsibilities,  including the authority to retain outside counsel
or other experts or consultants,  as it deems  appropriate.  Any  communications
between the Committee and legal counsel in the course of obtaining  legal advice
shall be considered  privileged  communications of the Company and the Committee
will  take all  necessary  steps to  preserve  the  privileged  nature  of those
communications.

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Responsibilities

Subject to the provisions of the Corporate Governance Guidelines,  the principal
responsibilities and functions of the Governance and Nominating Committee are as
follows:

     Annually   evaluate  and  report  to  the  Board  on  the  performance  and
     effectiveness  of the Board to facilitate  the directors  fulfilling  their
     responsibilities  in a manner that serves the  interests of this  Company's
     shareholders.

     Annually  present  to the  Board  a list  of  individuals  recommended  for
     nomination for election to the Board at the annual meeting of shareholders.

     Before  recommending  an incumbent,  replacement  or  additional  director,
     review his or her  qualifications,  including  capability,  availability to
     serve, conflicts of interest, and other relevant factors.

     Assist in  identifying,  interviewing  and  recruiting  candidates  for the
     Board.

     Annually   review  the   composition   of  each   committee   and   present
     recommendations for committee memberships to the Board as needed.

Periodically  review the compensation paid to non-employee  directors for annual
retainers  (including Board and committee  Chairs) and meeting fees, if any, and
make  recommendations  to the  Board  for  any  adjustments.  No  member  of the
Committee  will  act to fix  his or her  own  compensation  except  for  uniform
compensation to directors for their services as such.

Review and make  recommendations  about changes to the charter of the Governance
and Nominating  Committee and any changes to this Company's Code of Ethics.  The
committee  shall  monitor,  oversee  and review  compliance  with the  Corporate
Governance  Guidelines,  Code of  Ethics  and  any  other  applicable  operating
policies of the Company;  provided,  however, that monitoring or compliance with
provisions  of the Code of Ethics  that  relate to  accounting  disclosures  and
regulations  of the SEC or NASDAQ or  misrepresentations  of or  omissions  from
financial  statements or related financial  information shall be referred to the
Company's Audit  Committee for action.  The Committee shall serve as the initial
reviewing  council  for  allegations  of  violations  of the Code of  Ethics  or
requests  for waivers of the  provisions  of the Code of Ethics by an  executive
officer or director of the Company;  provided,  however, that the initial review
of  allegations  of violations of or request for waiver of the provisions of the
Code of Ethics that relate to accounting  disclosures and regulations of the SEC
or NASDAQ,  or  misrepresentations  of or omissions for financial  statements or
related financial information shall be referred to the Company's Audit Committee
for action.

The  Committee  shall  make  recommendations  to the Board  about  responses  to
communications with regulatory authorities and agencies arising out of inquiries
and/or  investigations  relating to the Code of Ethics and applicable  state and
federal laws, to the extent the Committee deems necessary or appropriate. Issues
relating to  inquiries  or  investigations  regarding  the quality of  financial
reports filed by the Company with the SEC or otherwise distributed to the public
shall be referred to the Audit Committee for action.

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Review and make recommendations,  if necessary, about changes to the charters of
other Board committees after consultation with the respective committee chairs.

Review  the Chief  Executive  Officer's  performance  and  performance  of other
executive officers of this Company.

                    COMMITTEE ACCESS, RESOURCES AND RELIANCE

1. In carrying out its responsibilities,  the Committee shall have access to all
the Company's books, records, directors, officers and employees.

2. The Committee shall have the authority to consult with the Company's counsel.
It shall also have the authority to employ any other  counsel of its  selection,
at the Company's expense, should the Committee deem it desirable and appropriate
to do so.

3. The Committee,  and each member of the Committee, in his or her capacities as
such,  shall be  entitled  to rely,  in good faith,  on  information,  opinions,
reports,  or statements,  or other information  prepared or presented to them by
(i) officers and other employees of the Company, whom such member believes to be
reliable  and  competent  in the  matters  presented  and (ii)  counsel,  public
accountants  or other  persons as to matters  which the  member  believes  to be
within the professional competence of such person.


                                    EX-99.2