SYNERGY BRANDS INC.
                                STATE OF DELAWARE
                            CERTIFICATE OF CORRECTION

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

DOES HEREBY CERTIFY:

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

2. That a Restated  Certificate of  Incorporation  was filed by the Secretary of
State of  Delaware  on  November  10,  2003 and that said  Certificate  requires
correction  as  permitted by Section 103 of the General  Corporation  Law of the
State of Delaware.

3. The inaccuracy or defect of said Certificate to be corrected is as follows:

Article Fourth  incorrectly  listed the number of shares the  corporation  shall
have  authority  to issue as sixty  million  (60,000,000)  and such divided into
49,900,000  common  shares and  10,000,000  Class B Preferred  Stock (along with
100,000 shares of Class A Preferred  Stock) when in fact the corporation  should
have had as of the date of the  filing  of such  document  15,000,000  shares of
stock divided into 14,000,000 common shares and 900,000 Class B Preferred Shares
(along with 100,000 shares of Class A Preferred Shares)

4. Article FOURTH of the Certificate is corrected to read as follows:

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

The number of voting and other powers, preferences and relative,  participating,
optional or other rights and the qualifications, limitations and restrictions of
the  designated  Class A  Preferred  Stock,  par  value  $.001  per share of the
Corporation are as follows unless and until such provisions  shall be changed by
further resolution of this  corporation's  Board of Directors as to any stock of
the class remaining authorized but unissued:

<PAGE>

                             Class A Preferred Stock

1. Designation and Amount. There shall be a series of Preferred Stock designated
as "Class A Preferred Stock" and the number of shares  constituting  such series
of Class A Preferred Stock shall be 100,000.

2. Par Value.  The par value of each share of Class A  Preferred  Stock shall be
$.001.

3. Rank.  All shares of Class A Preferred  Stock  shall rank  prior,  both as to
payment  of  dividends  and as to  distributions  of  assets  upon  liquidation,
dissolut1on or winding up of the Corporation.  whether voluntary or involuntary,
to all of the  Corporation's  now or hereafter  issued common  stock,  par value
$.001 per share (the "Common Stock").

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

5. Liquidation Preference. In the event of a liquidation, dissolution or winding
up of the Corporation,  whether voluntary or involuntary, the holders of Class A
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 whether or not declared,  without  interest,  and a
sum equal to $10.50 per share,  before any  payment  shall be made or any assets
distributed  to the holders of Common  Stock.  All of the  remaining  net assets
shall belong to and be distributed  among the holders of the Common Stock and/or
any other class or series of the Corporation's  capital stock as may be provided
in the  corporation's  Certificate of Incorporation and applicable law realizing
thereof an applying  whatever other priorities are therein  provided.  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 Class A  Preferred  Stock on any date set by the
Board of  Directors,  at $10.50 per share plus,  in each case, an amount in cash
equal to all dividends on the Class A Preferred Stock accrued and unpaid thereon
whether or not  declared,  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 Class A 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  Class A  Preferred  Stock at any time  outstanding
until all dividends accrued and in arrears upon all Class A Preferred Stock then
outstanding shall have been paid for all 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
Class A Preferred Stock to be redeemed.  addressed to such  stockholder 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 places of payment,  that payment will be made upon presentation and
surrender  of the  shares of Class A  Preferred  Stock and that on and after the
redemption date, dividends will cease to accumulate on such shares.

Any notice which is mailed as herein provided shall be conclusively  presumed to
have been duly given,  whether or not the holder of the Class A 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
Class A 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.


<PAGE>

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

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

8. Voting Rights.

a. General. Each holder of Class A Preferred Stock will have thirteen (13) votes
on all matters for which the holders of Common  Stock may vote for every one (1)
share of Class A Preferred Stock held.

b. Class Voting Rights.  In addition to voting rights provided above, so long as
the Class A 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  Class A Preferred  Stock voting  separately as a class,  (i) 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  Class A  Preferred  Stock,  (ii)  authorize  or issue  any
additional  class or ser1es of preferred stock or any security  convertible into
preferred stock, or (iii) effect any  reclassification or additional issuance of
the Class A Preferred Stock.

9.  Outstanding  Shares.  For purposes of this  Certificate of Designation,  all
shares of Class A Preferred  Stock shall be deemed  outstanding  except (i) from
the date fixed for redemption  pursuant to Section 6 hereof, all shares of Class
A  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 Class
A 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 Class A
Preferred Stock,  then such funds which are paid shall be applied to redeem such
Class A Preferred Stock as the Corporation may designate by lot.

11.  Preemptive  Rights.  The Class A  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 valid 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 law.


<PAGE>

                             Class B Preferred Stock

1,000,000  shares of the stock  authorized to be issued by this  corporation  as
Class B Preferred Stock shall have the following provisions applicable there to,
unless and until such provisions shall be changed by further  resolution of this
corporation's  Board  of  Directors  as to  any  stock  of the  class  remaining
authorized but unissued:

The Class B Preferred Stock shall be issued in one or more series.  The Board of
Directors is hereby expressly  authorized to issue the shares of Preferred Stock
in such series and to fix from time to time before issuance the number of shares
to be included in any series and the designation,  relative rights,  preferences
and  limitations  of all shares of such  series.  The  authority of the Board of
Directors with respect to each series shall include, without limitation thereto,
the  determination  of any or all of the following and the shares of each series
may vary from the shares of any other series in the following respects:

a. The number of shares  constituting such series and the designation thereof to
distinguish the shares of such series from the shares of all other series;

b. The annual  dividend  rate on the  shares of that  series  and  whether  such
dividends shall be cumulative and, if cumulative,  the date from which dividends
shall accumulate;

c. The redemption price or prices for the particular series, if redeemable,  and
the terms and conditions of such redemption;

d.  The  preference,  if any,  of  shares  of such  series  in the  event of any
voluntary  or  involuntary  liquidation,   dissolution  or  winding  up  of  the
Corporation;

e. The voting rights, if any, in addition to the voting rights prescribed by law
and the terms of exercise of such voting rights;

f. The right,  if any, of shares of such series to be  converted  into shares of
any other series or class and the terms and conditions of such conversion; and

g. Any other relative rights, preferences and limitations of that series.

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:

<PAGE>


                       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.

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 all 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.

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.

To the extent not otherwise  designated and until issued the shares of stock may
be issued from time to time in one or more classes or one or more series  within
any class thereof,  in any manner  permitted by law, as determined  from time to
time by the board of  directors,  and stated in the  resolution  or  resolutions
providing  for the  issuance  of such shares  adopted by the board of  directors
pursuant  to  authority  hereby  vested  in  it,  each  class  or  series  to be
appropriately  designated,  prior to the issuance of any shares thereof, by some
distinguishing letter, number, designation or title.


<PAGE>

All  shares  of  stock  in  such  classes  or  series  may be  issued  for  such
consideration and have such voting powers, full or limited, or no voting powers,
and shall  have  such  designations  preferences  and  relative,  participating,
optional,   or  other  special  rights,  and   qualifications,   limitations  or
restrictions thereof,  permitted by law, as shall be stated and expressed in the
resolution or resolutions,  providing for the issuance of such shares adopted by
the board of directors  pursuant to authority hereby vested in it. The number of
shares of stock of any class or series  within any  class,  so set forth in such
resolution or  resolutions  may be increased  (but not above the total number of
authorized shares of the class) or decreased (but not below the number of shares
thereof then  outstanding) by further  resolution or resolutions  adopted by the
board of directors pursuant to authority hereby vested in it.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
Mair Faibish, an Authorized Officer, this day of January, A.D. 2005.


By:
---------------------------------------
Name:   Mair  Faibish
Title:  Chief Executive Officer