SYNERGY BRANDS INC.

                                 CODE OF ETHICS

MISSION  STATEMENT:  The  following  code is  designed to create a guide to what
Synergy  Brands Inc.,  believes are business  practices  which if followed  will
create an ethical working  environment  which will deter  wrongdoing and promote
honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest  between personal and  professional  relationships;  full,
fair,  accurate,  timely,  and  understandable  disclosure as is required and/or
otherwise  deemed  proper by management of this company in reports and documents
that a  registrant  files  with,  or submits  to, the  Securities  and  Exchange
Commission and other government agencies and in other public communications made
by this Company;  and compliance with applicable  governmental  laws,  rules and
regulations; which also includes as an integral part thereof the prompt internal
reporting  of  violations  of this  code to an  appropriate  person  or  persons
identified in the code; and accountability for adherence to the code.

In  furtherance  thereof  adherence to the following  general  guidelines to and
policy of Synergy Brands Inc. is mandated for all employees, officers, directors
and  consultants  and should be reviewed  and  examined in relation to all other
persons with whom  personnel of this Company may come in contact in  furtherance
of the interests of this Company.

It is  important to remember  that a strong value system based on integrity  and
accountability has always been at the core of this Company's  existence and this
Company has always  stressed  ethical  standards  of  business  without a formal
declaration as to the particulars of such  standards,  this Company being always
hopeful that these general  ethical  standards were  understood by and to be the
required  conduct  for all with  whom this  Company  associates.  This  document
outlines  this  Company's  legal  requirements   regarding  the  ethics  of  our
operations and provides  guidance for understanding and adhering to our business
values  but is  not  to be  considered  the  complete  description  of  what  is
considered  by this Company as ethical  behavior.  Ethics is a concept that this
Company wants to translate into practice. Fair treatment,  kind regard, courtesy
and respect,  use of good business judgement,  and altruism are only a sample of
ethical  behavior we promote.  The guidelines set forth herein provide  concepts
which this Company desires its employees, affiliates and other Company personnel
to reflect in their practice.

Ethical behavior is important in its own right. However, it is also good for our
business  because it fosters  one of our  greatest  assets-customer,  client and
investor  trust.  So take the time to read these  Guidelines.  Embrace them. And
continue to live by the code of ethical  conduct  that has served our company so
well.

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1. INTRODUCTION.

In this Company the Chief  Executive  Officer and senior  executives are chiefly
responsible for setting  standards of business ethics and overseeing  compliance
with these  standards.  It is the  individual  responsibility  of each and every
employee of this company to comply with these standards.

2. COMMUNICATIONS CHANNELS.

If any of this Company's  associated personnel know of or suspect an unlawful or
unethical situation, they should promptly contact the corporate secretary or any
member of this  Company's  Audit  Committee  and/or  Governance  and  Nominating
Committee which contact information should be set forth in this Company's annual
report  and  proxy  statement.  E-mail  address  at ( ) or as may  otherwise  be
established  by Company  management  shall be  provided  for focus on claims and
inquiries  regarding  this  Company's  ethics.  Appropriate  person(s)  at  this
Company's  corporate  level  shall  promptly  review any report of  unlawful  or
unethical conduct.

3. PERSONAL CONDUCT.

This  Company's  reputation  for integrity  and business  ethics should never be
taken for granted.  To maintain that reputation,  this Company's  personnel must
follow all of this  Company's  Business  Conduct  Guidelines  and exercise  good
judgment in their decisions and actions.

If Company  management finds that a persons' conduct on or off the job adversely
affects their performance, that of other employees, or this Company's legitimate
business  interests,  that  person  will be  subject to  disciplinary  measures,
including dismissal.

4. GENERAL CONCEPTS.

All persons  acting  under and within  authority  and on behalf of this  Company
shall:

     o Act with honesty and integrity,  avoiding actual or apparent conflicts of
     interest in their personal and professional relationships.

     o Where authorized to provide information regarding this Company to provide
     such information only as is accurate, complete,  objective, fair, relevant,
     timely and  understandable,  including  information in all filings with and
     other submissions to the U.S.  Securities and Exchange Commission and other
     applicable government sources.

     o Comply with rules and regulations of federal, state, provincial and local
     governments, and other appropriate private and public regulatory agencies.

     o Act in good faith, responsibly,  with due care, competence and diligence,
     without  misrepresenting  material  facts  or  allowing  one's  independent
     judgment to be subordinated.

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     o Respect the confidentiality of and not disclose  information  acquired in
     the course of one's work which might be considered confidential except when
     authorized or otherwise legally obligated to so disclose.

     o Confidential  information  acquired in the course of one's work shall not
     be used for personal advantage.

     o Share knowledge and maintain  professional  skills important and relevant
     to the  needs of this  Company  and the  needs of the  person  sharing  the
     information related thereto.

     o  Proactively  promote  and  be  an  example  of  ethical  behavior  as  a
     responsible  partner among peers, in the work environment and the community
     understanding  that one's conduct in such environment is reflective on this
     Company for whom such person works.

5. NO SPECULATIVE OR INSIDER TRADING.

Federal law and Company  policy  prohibits  officers,  directors and  employees,
directly or indirectly  through  their  families or others,  from  purchasing or
selling this Company's stock because of and while in the possession of material,
non-public information concerning this Company. This same prohibition applies to
trading in the stock of other  publicly held companies on the basis of material,
non-public information.

Material,  non-public  information is any information  that could  reasonably be
expected to affect the price of a stock. If an officer, director, or employee is
considering  buying  or  selling a stock  because  of  inside  information  they
possess,  they  should  assume that such  information  is  material.  It is also
important  for the  officer,  director  or  employee to keep in mind that if any
trade they make becomes the subject of an investigation  by the government,  the
trade will be viewed after the fact with the benefit of hindsight. Consequently,
officers,  directors,  and employees should always carefully  consider how their
trades would look from this perspective.

Two simple rules can protect in this area: (1) Don't use non-public  information
for personal gain. (2) Don't pass along such information to someone else who has
no need to know.

6. BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS.

As a public company, this Company must be fair and accurate in all reports filed
with the United  States  Securities  and  Exchange  Commission.  This  Company's
officers and directors are  responsible  for ensuring that all reports are filed
in a timely  manner and that they fairly  present the  financial  condition  and
operating results of this Company.

Securities  laws  are  vigorously  enforced.  Violations  may  result  in  sever
penalties  including forced sales of parts of the business and significant fines
against this Company.  There may also be sanctions against individual  officers,
directors, or employees for violations including substantial fines and/or prison
sentences.

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The Chief  Executive  Officer and Chief  Financial  Officer shall certify to the
accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act
of  2002.   Officers  and  Directors  who  knowingly  or  willingly  make  false
certifications may be subject to criminal penalties or sanctions including fines
and imprisonment.

7. AVOID CONFLICTS OF INTEREST.

This  Company's  officers,  directors and  employees  have an obligation to give
their complete  loyalty to the best interest of this Company.  They should avoid
any action  that may  involve,  or may appear to involve a conflict  of interest
with  this  Company.  Officers,  directors  and  employees  should  not have any
financial  or  other  business   relationships  with  suppliers,   customers  or
competitors that might impair, or even appear to impair, the independence of any
judgement they may need to make on behalf of this Company.

Officers,  Directors and employees are under a continuing obligation to disclose
any  situation  that  presents  the  possibility  of a conflict or  disparity of
interest between the officer, director or employee and this Company.  Disclosure
of any potential  conflict is the key to remaining in full  compliance with this
policy.

8. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES.

All of this Company's  personnel must comply with the laws and regulations  that
pertain to the  acquisition  of any business  opportunity.  This  Company  shall
compete fairly and ethically for all business  opportunities.  In  circumstances
where  there is reason to believe  that the  release  or  receipt of  non-public
information  is  unauthorized,  do not  attempt to obtain and do not accept such
information from any source.

Company  personnel  involved in Company  transactions  must be certain  that all
statements,  communications, and representations made regarding this Company are
accurate and truthful.

9. MAINTAIN THE INTERGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES.

Business  integrity  is a key  standard for those who  represent  this  Company.
Agents,  representatives,  and  consultants  must certify their  willingness  to
comply with our policies and procedures and must never circumvent our values and
principles.

10. PROTECT PROPRIETARY INFORMATION.

Proprietary  Company  information  may not be disclosed to anyone without proper
authorization. Keep proprietary documents protected and secure. In the course of
normal business activities,  associates, customers and competitors may sometimes
divulge  information  that is  proprietary  to  their  business.  Respect  these
confidences.

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11. RESPONSIBLE USE OF COMPANY ASSETS.

Achieve responsible use, control,  and stewardship over all assets and resources
of this Company that are  employed by or  entrusted  to the  recipients  of such
property for the benefit of this Company.

12. AVOID UNDUE INTERFERNCE.

Company  Personnel  shall not and shall not  attempt  to unduly or  fraudulently
influence, coerce, manipulate, or mislead any authorized audit or interfere with
any auditor  engaged in the  performance of an internal or independent  audit of
this Company's  financial  statements or accounting  books and records nor apply
such  conduct  to  the  application  to  this  Company  of  any  other  relevant
regulations. 13. BOARD COMMITTEES.

The Board of Directors shall  establish an Audit Committee  empowered to enforce
this Code of Ethics.  The Audit Committee shall report to the Board of Directors
at least once a year  regarding  the  effectiveness  of this  Company's  Code of
Ethics,  its  disclosure  controls  and  reporting  procedures,  and its general
business conduct.

14. COMPLIANCE MEASURES.

This Company shall consistently  enforce its Code of Ethics and Business Conduct
through  appropriate  means  of  discipline.  Violations  of the  Code  shall be
promptly reported to the Audit Committee.  Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and, if so, shall  determine  the  disciplinary  measure to be taken against any
employee or agent who has so violated the Code.

Disciplinary  measures, may be invoked at the discretion of the Audit Committee,
and may include, but are not limited to, counseling, oral or written reprimands,
warnings, probation or suspension without pay, demotions,  reductions in salary,
termination of employment and restitution.

Persons  subject to  disciplinary  measures  shall  include,  in addition to the
violator,  others  involved  in the  wrongdoing,  including  but not limited to,
persons who fail to use  reasonable  care to detect  violations,  persons who if
requested  to divulge  information  withhold  material  information  regarding a
violation,  and  supervisors who approve or condone the violations or attempt to
retaliate against employees or agents for reporting violations or violators.

                                     EX-14