CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                               KRANTOR CORPORATION

         Krantor Corporation (the  "Corporation"),  organized and existing under
and by virtue of the  General  Corporation  Law of the  State of  Delaware  (the
"DGCL") does hereby certify:

FIRST:  The Board of  Directors  of the  Corporation  duly  adopted  resolutions
setting forth the following amendment to the Certificate of Incorporation of the
Corporation  (the  "Amendment"),  declaring  the  Amendment to be advisable  and
calling for the submission of the proposed  Amendment to the stockholders of the
Corporation for consideration thereof. The resolution setting forth the proposed
Amendment is as follows:

ARTICLE FIRST of the  Certificate of  Incorporation  of Krantor  Corporation,  a
Delaware corporation, is hereby amended so as to read as follows:

              "The name of the corporation is Synergy Brands Inc."

SECOND: That thereafter  pursuant to a resolution of the Board of Directors,  at
the annual meeting of the  stockholders of the Corporation duly called and held,
upon notice in accordance  with Section 222 of the DGCL the necessary  number of
shares as required by statue were voted in favor of the Amendment.

THIRD:  That the Amendment was duly adopted in accordance with the provisions of
Section 242 of the DGCL.

FOURTH:  That the Amendment  shall be effective on the date this  Certificate of
Amendment is filed and accepted by the Secretary of State of Delaware.

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

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by
Henry Platek, its President,  and Mitchell Gerstein, its secretary,  this day of
,1998.


                                       By: /s/Henry Platek, President
                                       -------------------------------------
                                              Henry Platek, President


                                       By: /s/Mitchell Gerstein, Secretary
                                       -------------------------------------
                                              Mitchell Gerstein, Secretary


Filed: 6/24/98

                                      EX-1

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                               KRANTOR CORPORATION

Krantor Corporation, a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  That at a  meeting  of the Board of  Directors  of  Krantor  Corporation
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable. The resolution setting forth the proposed amendment is as follows:

RESOLVED,  that this  corporation  shall and is hereby  authorized  to amend its
certificate  of  incorporation  to  increase  the  amount  of  authorized  stock
available to be issued by this  corporation  from 15,000,000  shares of stock to
30,000,000 shares of stock divided into 29,900,000 shares of common stock and to
allow the  issuance  of further  securities  to  facilitate  processing  of this
corporation's business expansion opportunities. The certificate of incorporation
of this corporation be so amended by:

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

     "The  total  number of  shares of stock  with the  corporation  shall  have
     authority to issue is thirty million (30,000,000). "

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

     "The 15,000,000  authorized  shares shall be divided into 14,900,000 common
     shares, par value $.001 per share, and 100,000 Class A Preferred Stock, par
     value $.001 per share."

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

"The  30,000,000  authorized  shares  shall be divided  into  20,900,000  common
shares,  par value $.001 per share,  and 100,000  Class A Preferred  Stock,  par
value $.001 per share"

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

SECOND:  That said amendment was duly adopted in accordance  with the provisions
of Section 242 of the General  Corporation  of Law of the State of Delaware (the
"GCL"),  by written consent of a majority of the  outstanding  stock entitled to
vote thereon, given in accordance with the provisions of Section 228 of the GCL,
with  respect to which  action  written  notice has been  given as  provided  in
Section 228 of the GCL.

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

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by
Henry Platek, its President, and Mitchell Gerstein, its secretary, this 26th day
of July , 1996.


                                          By: /s/ Henry Platek, President
                                          --------------------------------
                                                  Henry Platek, President

                                          By: /s/ Mitchell Gerstein, Secretary
                                          ------------------------------------
                                                  Mitchell Gerstein, Secretary

Filed: 7/29/96

                                      EX-2

<PAGE>
            
                           CERTIFICATE OF DESIGNATION,
                             PREFERENCE, RIGHTS AND
                                 LIMITATIONS OF
                             CLASS A PREFERRED STOCK
                                       OF
                               KRANTOR CORPORATION

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

KRANTOR CORPORATION,  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 on April 15, 1998 adopted
the following  resolution  modifying in part the designated as Class A Preferred
Stock:

         RESOLVED,  that  pursuant to the  authority  conferred  on the Board of
         Directors of this Corporation by the Certificate of Incorporation,  the
         preferences,  rights and limitations of the previously designated Class
         A Preferred  Stock,  par value $.001 per share,  of the Corporation are
         hereby as follows:

All  dividend  rights of the  Preferred  Stock  are  eliminated  and no  further
dividends  shall  accrue  or be paid  for any  period  beyond  the  date of this
resolution and thereby Section 4. "Dividends" is amended in its entirely to read
as follows:

         4. Dividends.

Class A Preferred  Stock shall not be entitled  to any  dividends  beyond  those
given to common stock.

IN WITNESS  WHEREROF,  Krantor  Corporation has caused this  Certification 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
15th day of April 1998.

Attest:                            KRANTOR CORPORATION


                     
BY: /s/ Mitchell Gerstein          BY:/s/ Henry J. Platek, Jr.
----------------------------       -------------------------------------
        Mitchell Gerstein                 Henry J. Platek, Jr.
        Secretary                         President


Filed: 6/24/98

                                      EX-3