RESTATED CERTIFICATE OF INCORPORATION OF

                               SYNERGY BRANDS INC.


     We, the undersigned Mair Faibish and Mitchell  Gerstein being  respectively
the Chief  Executive  Officer  and the  Secretary  of  Synergy  Brands  Inc.,  a
corporation  organized and existing under the laws of the State of Delaware,  do
hereby certify as follows:

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

     2. The original Certificate of Incorporation was filed in the office of the
Secretary of State of Delaware on September  26, 1988 with the original  name of
the  Corporation  stated  thereon as Delta Ventures Inc. which later changed its
name to Krantor Corporation by amendment filed October 21, 1991.

     3. This Restated  Certificate of Incorporation  restates and integrates and
further amends the provisions of the Original  Certificate of  Incorporation  by
inclusion of Article TENTH which  eliminates the  Corporation  being governed by
Delaware  General  Corporation  Law  Section 203 AND  Article  FOURTH  regarding
liquidation  preferences  applying to all their capital stock of the Corporation
in relation to that applied to the Class A Preferred Stock, such latter addition
being more of a clarification regarding application of such other provisions.

     4. The text of the Certificate of Incorporation, as restated and integrated
and as further amended hereby, is restated to read as herein set forth in full:

     FIRST: The name of the corporation  (hereinafter  called the "Corporation")
is SYNERGY BRANDS INC.

     SECOND:  The address,  including street,  number,  city, and county, of the
registered  office  of  the  corporation  in  the  State  of  Delaware  is  2711
Centerville Road, City of Wilmington,  County of New Castle; and the name of the
registered  agent of the corporation in the State of Delaware at such address is
Corporation Service Company.

     THIRD:  The nature of the business  and the  purposes to be  conducted  and
promoted by the corporation,  which shall be in addition to the authority of the
corporation to conduct any lawful business,  to promote any lawful purpose,  and
to engage in any lawful act or activity for which  corporations may be organized
under the General Corporation Law of the State of Delaware, are as follows:

<PAGE>

     To purchase,  receive, take by grant, gift, devise,  bequest, or otherwise,
lease, or otherwise acquire, own, hold, improve, employ, use, and otherwise deal
in and  with  real or  personal  property,  or any  interest  therein,  wherever
situated, and to sell, convey, lease,  exchange,  transfer, or otherwise dispose
of, or  mortgage  or  pledge,  all or any of its  property  and  assets,  or any
interest therein, wherever situated

     To  carry on a  general  mercantile,  industrial,  investing,  and  trading
business  in all  its  branches;  to  devise,  invent,  manufacture,  fabricate,
assemble,  install, service, maintain, alter, buy, sell, import, export, license
as licensor or licensee, lease as lessor or lessee, distribute, job, enter into,
negotiate,  execute,  acquire,  and assign  contracts  in respect  of,  acquire,
receive,  grant, and assign licensing  arrangements,  options,  franchises,  and
other rights in respect of, and  generally  deal in and with,  at wholesale  and
retail,  as  principal,  and as sales,  business,  special,  or  general  agent,
representative,  broker, factor, merchant, distributor,  jobber, advisor, and in
any  other  lawful  capacity,  goods,  wares,  merchandise,   commodities,   and
unimproved,  improved, finished,  processed, and other real, personal, and mixed
property of any and all kinds,  together with the  components,  resultants,  and
by-products thereof.

     To engage  generally  in the real  estate  business  as  principal,  agent,
broker, and in any lawful capacity,  and generally to take, lease,  purchase, or
otherwise  acquire,  and to own,  use,  hold,  sell,  convey,  exchange,  lease,
mortgage,  work, clear, improve,  develop, divide, and otherwise handle, manage,
operate,   deal  in,  and  dispose  of  real  estate,   real  property,   lands,
multiple-dwelling  structures,  houses,  buildings,  and  other  works,  and any
interest or right therein; to take, lease,  purchase,  or otherwise acquire, and
to own, use, hold, sell, convey,  exchange,  hire, lease, pledge,  mortgage, and
otherwise handle, and deal in and dispose of, as principal,  agent,  broker, and
in any lawful capacity, such personal property, chattels, chattels real, rights,
easements, privileges, choses in action, notes, bonds, mortgages, and securities
as may lawfully be  acquired,  held,  or disposed of; and to acquire,  purchase,
sell, assign, transfer, dispose of, and generally deal in and with as principal,
agent,  broker,  and in any lawful  capacity,  mortgages and other  interests in
real,  personal,  and  mixed  properties;  to carry on a  general  construction,
contracting,  building,  and realty  management  business as  principal,  agent,
representative, contractor, subcontractor, and in any other lawful capacity.

     To apply for, register,  obtain, purchase,  lease, take licenses in respect
of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to
account,  grant licenses and immunities in respect of,  manufacture under and to
introduce,  sell, assign, mortgage, pledge, or otherwise dispose of, and, in any
manner deal with and contract with reference to:

     (a) inventions,  devices,  formulae,  processes,  and any  improvements and
modifications thereof;

<PAGE>

     (b) letters patent, patent rights, patented processes, copyrights, designs,
and  similar  rights,  trade-marks,   trade  names,  trade  symbols,  and  other
indications of origin and ownership  granted by or recognized  under the laws of
the United states of America, the District of Columbia, any state or subdivision
thereof, and any commonwealth, territory, possession, dependency, colony, agency
or  instrumentality  of the United States of America and of any foreign country,
and all rights connected therewith or appertaining thereunto;

     (c) franchises, licenses, grants, and concessions.

     To  guarantee,  purchase,  take,  receive,  subscribe  for,  and  otherwise
acquire, own, hold, use, and otherwise employ, sell, lease, exchange,  transfer,
and otherwise  dispose of,  mortgage,  lend,  pledge,  and otherwise deal in and
with,  securities (which term, for the purpose of this Article THIRD,  includes,
without  limitation  of the  generality  thereof,  any  shares of stock,  bonds,
debentures, notes, mortgages, other obligations, and any certificates, receipts,
or other instruments representing rights to receive,  purchase, or subscribe for
the same,  or  representing  any other  rights or  interests  therein  or in any
property or assets) of any persons,  domestic and foreign  firms,  associations,
and corporations, and of any government or agency or instrumentality thereof; to
make  payment  therefor  in any  lawful  manner;  and,  while  owner of any such
securities,  to exercise any and all rights,  powers,  and privileges in respect
thereof, including the right to vote.

     To make,  enter into,  perform,  and carry out  contracts of every kind and
description with any person, firm,  association,  corporation,  or government or
agency or instrumentality thereof.

     To acquire by purchase, exchange, or otherwise, all, or any part of, or any
interest in, the properties,  assets, business, and good will of any one or more
persons, firms, associations, or corporations heretofore or hereafter engaged in
any business for which a corporation may now or hereafter be organized under the
laws of the state of Delaware; to pay for the same in cash, property, or its own
or other securities; to hold, operate,  reorganize,  liquidate,  sell, or in any
manner dispose of the whole or any part thereof; and in connection therewith, to
assume or guarantee performance of any liabilities, obligations, or contracts of
such persons, firms, associations, or corporations,  and to conduct the whole or
any part of any business thus acquired.

     To lend money in  furtherance  of its corporate  purposes and to invest and
reinvest its funds from time to time to such  extent,  to such  persons,  firms,
associations,   corporations,   governments  or  agencies  or  instrumentalities
thereof,  and on such  terms  and on such  security,  if any,  as the  Board  of
Directors of the corporation may determine.

<PAGE>

     To make  contracts of guaranty and  suretyship  of all kinds and endorse or
guarantee  the  payment  of  principal,  interest,  or  dividends  upon,  and to
guarantee  the  performance  of  sinking  fund  or  other  obligations  of,  any
securities,  and to guarantee in any way permitted by law the performance of any
of the contracts or other undertakings in which the corporation may otherwise be
or become interested, of any person, firm, association,  corporation, government
or agency or instrumentality thereof, or of any other combination, organization,
or entity whatsoever.

     To borrow money without limit as to amount and at such rates of interest as
it may  determine;  from  time to time to issue  and  sell  its own  securities,
including its shares of stock, notes, bonds, debentures,  and other obligations,
in such amounts,  on such terms and  conditions,  for such purposes and for such
prices,  now or hereafter  permitted by the laws of the state of Delaware and by
this certificate of incorporation,  as the Board of Directors of the corporation
may  determine;  and to secure any of its  obligations by mortgage,  pledge,  or
other encumbrance of all or any of its property, franchises, and income.

     To be a promoter or manager of other  corporations of any type or kind; and
to participate with others in any corporation, partnership, limited partnership,
joint  venture,  or  other  association  of any  kind,  or in  any  transaction,
undertaking, or arrangement which the corporation would have power to conduct by
itself,  whether or not such  participation  involves  sharing or  delegation of
control with or to others.

     To draw, make, accept,  endorse,  discount,  execute,  and issue promissory
notes,  drafts,  bills of  exchange,  warrants,  bonds,  debentures,  and  other
negotiable or transferable  instruments  and evidences of  indebtedness  whether
secured by mortgage or  otherwise,  as well as to secure the same by mortgage or
otherwise, so far as may be permitted by the laws of the state of Delaware.

     To purchase,  receive, take, reacquire, or otherwise acquire, own and hold,
sell, lend, exchange,  reissue,  transfer, or otherwise dispose of, pledge, use,
cancel,  and otherwise deal in and with its own shares and its other  securities
from time to time to such an extent  and in such  manner  and upon such terms as
the Board of Directors of the  corporation  shall  determine;  provided that the
corporation  shall not use its funds or  property  for the  purchase  of its own
shares of capital  stock when its  capital  is  impaired  or when such use would
cause any impairment of its capital, except to the extent permitted by law.

     To organize, as an incorporator, or cause to be organized under the laws of
the state of Delaware, or of any other state of the United States of America, or
of the  District of Columbia,  or of any  commonwealth,  territory,  dependency,
colony, possession,  agency, or instrumentality of the United States of America,
or of any foreign  country,  a corporation  or  corporations  for the purpose of
conducting and promoting any business or purpose for which  corporations  may be
organized,  and to dissolve, wind up, liquidate,  merge, or consolidate any such
corporation  or  corporations  or to cause the same to be  dissolved,  wound up,
liquidated, merged, or consolidated.

     To conduct its business,  promote its purposes, and carry on its operations
in any and all of its branches and maintain  offices both within and without the
state of Delaware, in any and all states of the United States of America, in the
District  of   Columbia,   and  in  any  or  all   commonwealths,   territories,
dependencies,  colonies,  possessions,  agencies,  or  instrumentalities  of the
United States of America and of foreign governments.

     To promote  and  exercise  all or any part of the  foregoing  purposes  and
powers in any and all parts of the world,  and to conduct its business in all or
any of its branches as principal,  agent, broker, factor, contractor, and in any
other  lawful  capacity,  either  alone or  through or in  conjunction  with any
corporations,   associations,   partnerships,   firms,   trustees,   syndicates,
individuals, organizations, and other entities in any part of the world, and, in
conducting its business and promoting any of its purposes,  to maintain offices,
branches,  and  agencies  in any  part of the  world,  to make and  perform  any
contracts  and to do any acts and things,  and to carryon any  business,  and to
exercise  any  powers and  privileges  suitable,  convenient,  or proper for the
conduct,  promotion,  and attainment of any of the business and purposes  herein
specified or which at any time may be incidental thereto or may appear conducive
to or expedient for the  accomplishment of any of such business and purposes and
which  might be  engaged  in or  carried  on by a  corporation  incorporated  or
organized under the General  Corporation Law of the state Delaware,  and to have
and  exercise  all of the powers  conferred by the laws of the state of Delaware
upon corporations incorporated or organized under the General Corporation Law of
the state of Delaware.

<PAGE>


     The foregoing  provisions of this Article THIRD shall be construed  both as
purposes and powers and each as an independent  purpose and power. The foregoing
enumeration  of  specific  purposes  and  powers  shall  not be held to limit or
restrict  in any manner the  purposes  and  powers of the  corporation,  and the
purposes and powers herein  specified shall,  except when otherwise  provided in
this Article  THIRD,  be in no wise limited or  restricted  by reference  to, or
inference  from, the terms of any provision of this or any other Article of this
certificate of incorporation;  provided,  that the corporation shall not conduct
any business,  promote any purpose, or exercise any power or privilege within or
without the state of Delaware which, under the laws thereof, the corporation may
not lawfully conduct, promote, or exercise.

     FOURTH:  The total  number of shares of stock which the  corporation  shall
have authority to issue is sixty million (60,000,000). The 60,000,000 authorized
shares  shall be divided  into  49,900,000  common  shares,  par value $.001 per
share, 100,000 Class A Preferred Stock, par value $.001 per share and 10,000,000
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:

                             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.

<PAGE>

     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.

     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.

<PAGE>

     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.

                             Class B Preferred Stock

     10,000,000  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:

<PAGE>

     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:

                       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.

<PAGE>

     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.

<PAGE>

     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.

     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.

<PAGE>

     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.

<PAGE>

     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.

     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.

     FIFTH: The corporation is to have perpetual existence.

     SIXTH:  Whenever a  compromise  or  arrangement  is proposed  between  this
corporation  and  its  creditors  or any  class  of  them  and/or  between  this
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  corporation  under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware  Code order a meeting of the creditors or
class of creditors,  and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs.  If a majority  in number  representing  three  fourths in value of the
creditors  or  class  of  creditors,  and/or  of the  stockholders  or  class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise  or  arrangement,  the said  compromise or  arrangement  and the said
reorganization  shall, if sanctioned by the court to which the said  application
has been made, be binding on all the creditors or class of creditors,  and/or on
all the stockholders or class of stockholders,  of this corporation, as the case
may be, and also on this corporation.

<PAGE>

     SEVENTH:  For the  management  of the  business  and for the conduct of the
affairs  of  the  corporation,  and  in  further  definition,   limitation,  and
regulation  of the powers of the  corporation  and of its  directors  and of its
stockholders or any class thereof, as the case may be, it is further provided:

     1. The  management  of the  business  and the conduct of the affairs of the
corporation  shall be vested in its Board of Directors.  The number of directors
which shall constitute the whole Board of Directors shall be fixed by, or in the
manner  provided in, the Bylaws.  The phrase "whole Board" and the phrase "total
number of directors" shall be deemed to have the same meaning, to wit, the total
number of directors which the corporation would have if there were no vacancies.
No election of directors need be by written ballot.

     2. After the original or other Bylaws of the corporation have been adopted,
amended,  or repealed,  as the case may be, in accordance with the provisions of
Section 109 of the General Corporation Law of the state of Delaware,  and, after
the  corporation  has  received  any payment for any of its stock,  the power to
adopt,  amend,  or repeal the Bylaws of the  corporation may be exercised by the
Board of Directors of the corporation; provided, however, that any provision for
the  classification of directors of the corporation for staggered terms pursuant
to the  provisions of subsection  (d) of Section 141 of the General  Corporation
Law of the  State of  Delaware  shall be set forth in an  initial  Bylaw or in a
Bylaw adopted by the  stockholders  entitled to vote of the  corporation  unless
provisions  for such  classification  shall be set forth in this  certificate of
incorporation.

     3. Whenever the corporation  shall be authorized to issue only one class of
stock, each outstanding share shall entitle the holder thereof to notice of, and
the right to vote at, any  meeting of  stockholders.  Whenever  the  corporation
shall be authorized to issue more than one class of stock, no outstanding  share
of any class of stock which is denied  voting power under the  provisions of the
certificate  of  incorporation  shall entitle the holder thereof to the right to
vote at any meeting of stockholders except as the provisions of paragraph (2) of
subsection  (b) of Section  242 of the General  Corporation  Law of the State of
Delaware  shall  otherwise  require;  provided,  that no share of any such class
which is otherwise  denied voting power shall entitle the holder thereof to vote
upon the increase or decrease in the number of authorized shares of said class.

     EIGHTH:  The personal  liability of the  directors  of the  corporation  is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General  Corporation Law of the State of Delaware,  as
the same may be amended and supplemented.

     NINETH:  The corporation  shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the state of Delaware,  as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify  under said  section from and against any and all of the  expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified  may be entitled under any Bylaw,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee,  or agent  and  shall  inure to the  benefit  of the  heirs,
executors, and administrators of such a person.

     TENTH: As provided in Section 203 (b)(3) of the General  Corporation Law of
the State of Delaware,  and in accord therewith the corporation elects not to be
governed by such  Section 203  effective as and when allowed as provided in such
Section 203.

     ELEVENTH:  From time to time any of the  provisions of this  certificate of
incorporation  may be  amended,  altered,  or  repealed,  and  other  provisions
authorized  by the laws of the  State of  Delaware  at the time in force  may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the  stockholders  of the  corporation by this
certificate  of  incorporation  are granted  subject to the  provisions  of this
Article ELEVENTH.

<PAGE>

     The Restated and Amended  Certificate of Incorporation  was duly adopted in
accordance  with  the  provisions  of  Sections  242  and  245  of  the  General
Corporation  Law of the State of Delaware (the "GCL") by  affirmative  vote of a
majority of the votes represented by 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.

     In Witness Of said  Corporation has caused this certificate to be signed by
Mair  Faibish,  its  Chief  Executive  Officer  and by  Mitchell  Gerstein,  its
Secretary this day of , 2003.



                                                Synergy Brands Inc.



                                                By____________________
                                                 Mair Faibish, CEO


                                                By____________________
                                                Mitchell Gerstein
                                                Secretary

                                     EX-3.1