THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE  SECURITIES  LAWS.  THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON
EXERCISE  OF  THIS  WARRANT  MAY NOT BE  SOLD,  OFFERED  FOR  SALE,  PLEDGED  OR
HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO THIS
WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL REASONABLY  SATISFACTORY TO SYNERGY BRANDS,  INC. THAT SUCH REGISTRATION
IS NOT REQUIRED.

            Right to Purchase up to 100,000 Shares of Common Stock of
                              Synergy Brands, Inc.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. _________________                                  Issue Date: April 2, 2004

     SYNERGY BRANDS,  INC., a corporation  organized under the laws of the State
of Delaware  ("Synergy"),  hereby  certifies  that, for value  received,  LAURUS
MASTER FUND, LTD., or assigns (the "Holder"), is entitled,  subject to the terms
set forth below, to purchase from the Company (as defined herein) from and after
the Issue Date of this  Warrant and at any time or from time to time before 5:00
p.m.,  New  York  time,  through  the  close of  business  April  2,  2011  (the
"Expiration  Date"),  up to 100,000  (subject to adjustment as provided  herein)
fully paid and  nonassessable  shares of Common Stock (as hereinafter  defined),
$.001  par value  per  share,  at the  applicable  Exercise  Price per share (as
defined below).  The number and character of such shares of Common Stock and the
applicable  Exercise  Price per share are  subject  to  adjustment  as  provided
herein.

     As used herein the following terms,  unless the context otherwise requires,
have the following respective meanings:

     (a) The term  "Company"  shall include  Synergy and any  corporation  which
shall succeed, or assume the obligations of, Synergy hereunder.

     (b) The term "Common Stock"  includes (i) the Company's  Common Stock,  par
value $.001 per share; and (ii) any other securities into which or for which any
of the securities  described in (i) may be converted or exchanged  pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or otherwise.

     (c) The term  "Other  Securities"  refers to any stock  (other  than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the holder of the  Warrant at any time  shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 4 or otherwise.

     (d) The "Exercise  Price"  applicable under this Warrant shall be $5.00 per
share.

<PAGE>

     1. Exercise of Warrant.

     1.1 Number of Shares Issuable upon Exercise. From and after the date hereof
through and  including  the  Expiration  Date,  the Holder  shall be entitled to
receive,  upon  exercise of this Warrant in whole or in part,  by delivery of an
original  or fax copy of an  exercise  notice  in the form  attached  hereto  as
Exhibit  A (the  "Exercise  Notice"),  shares of  Common  Stock of the  Company,
subject to adjustment pursuant to Section 4.

     1.2 Fair Market Value.  For purposes  hereof,  the "Fair Market Value" of a
share of Common Stock as of a particular date (the  "Determination  Date") shall
mean:

     (a) If the Company's  Common Stock is traded on the American Stock Exchange
or another national  exchange or is quoted on the National or SmallCap Market of
The Nasdaq Stock  Market,  Inc.("Nasdaq"),  then the closing or last sale price,
respectively,  reported for the last  business  day  immediately  preceding  the
Determination Date.

     (b) If the  Company's  Common  Stock is not  traded on the  American  Stock
Exchange or another national exchange or on the Nasdaq but is traded on the NASD
OTC  Bulletin  Board,  then the mean of the average of the closing bid and asked
prices   reported  for  the  last   business  day   immediately   preceding  the
Determination Date.

     (c) Except as provided in clause (d) below,  if the Company's  Common Stock
is not  publicly  traded,  then as the  Holder and the  Company  agree or in the
absence of agreement by arbitration in accordance  with the rules then in effect
of the American Arbitration Association, before a single arbitrator to be chosen
from a panel of persons  qualified  by  education  and  training  to pass on the
matter to be decided.

     (d) If the Determination Date is the date of a liquidation,  dissolution or
winding up, or any event deemed to be a  liquidation,  dissolution or winding up
pursuant to the Company's  charter,  then all amounts to be payable per share to
holders  of the  Common  Stock  pursuant  to the  charter  in the  event of such
liquidation, dissolution or winding up, plus all other amounts to be payable per
share in respect of the Common Stock in liquidation under the charter,  assuming
for the  purposes of this clause (d) that all of the shares of Common Stock then
issuable upon exercise of the Warrant are outstanding at the Determination Date.

     1.3 Company  Acknowledgment.  The Company will, at the time of the exercise
of the Warrant, upon the request of the holder hereof acknowledge in writing its
continuing  obligation  to afford to such holder any rights to which such holder
shall  continue  to be  entitled  after such  exercise  in  accordance  with the
provisions of this  Warrant.  If the holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such holder any such rights.

<PAGE>

     1.4 Trustee for Warrant Holders.  In the event that a bank or trust company
shall have been appointed as trustee for the holders of the Warrant  pursuant to
Subsection  3.2, such bank or trust company shall have all the powers and duties
of a warrant agent (as hereinafter  described) and shall accept, in its own name
for the  account of the  Company  or such  successor  person as may be  entitled
thereto, all amounts otherwise payable to the Company or such successor,  as the
case may be, on exercise of this Warrant pursuant to this Section 1.

     2. Procedure for Exercise.

     2.1 Delivery of Stock Certificates,  Etc., on Exercise.  The Company agrees
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder as the record  owner of such  shares as of the
close of business on the date on which this Warrant shall have been  surrendered
and payment made for such shares in accordance herewith.  As soon as practicable
after the exercise of this  Warrant in full or in part,  and in any event within
three (3) business days  thereafter,  the Company at its expense  (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and  delivered to the Holder,  or as such Holder (upon payment by such Holder
of any  applicable  transfer  taxes) may direct in  compliance  with  applicable
securities  laws,  a  certificate  or  certificates  for the  number of duly and
validly issued,  fully paid and  nonassessable  shares of Common Stock (or Other
Securities)  to which such Holder shall be entitled on such  exercise,  plus, in
lieu of any fractional  share to which such holder would  otherwise be entitled,
cash equal to such fraction multiplied by the then Fair Market Value of one full
share, together with any other stock or other securities and property (including
cash,  where  applicable)  to which such Holder is entitled  upon such  exercise
pursuant to Section 1 or otherwise.

     2.2  Exercise.  Payment may be made either (i) in cash or by  certified  or
official bank check payable to the order of the Company equal to the  applicable
aggregate  Exercise Price, (ii) by delivery of the Warrant,  or shares of Common
Stock and/or Common Stock  receivable upon exercise of the Warrant in accordance
with  Section  (b)  below,  or (iii) by a  combination  of any of the  foregoing
methods,  for the number of Common Shares  specified in such Exercise Notice (as
such  exercise  number shall be adjusted to reflect any  adjustment in the total
number of shares of Common  Stock  issuable  to the Holder per the terms of this
Warrant)  and the Holder  shall  thereupon  be entitled to receive the number of
duly authorized,  validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities)  determined as provided herein.  Notwithstanding any
provisions  herein to the  contrary,  if the Fair  Market  Value of one share of
Common Stock is greater than the Exercise  Price (at the date of  calculation as
set forth below),  in lieu of exercising  this Warrant for cash,  the Holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion  thereof  being  exercised)  by surrender of this Warrant at the
principal  office of the Company  together with the properly  endorsed  Exercise
Notice in which event the  Company  shall issue to the Holder a number of shares
of Common Stock computed using the following formula:

         X=Y            (A-B)
                       ---------
                       ---------
                          A

         Where X =     the number of shares of Common  Stock to be issued to the
                       Holder

         Y =           the number of shares of Common  Stock  purchasable  under
                       the Warrant or, if only a portion of the Warrant is being
                       exercised, the portion of the Warrant being exercised (at
                       the date of such calculation)

         A =           the  Fair  Market  Value of one  share  of the  Company's
                       Common Stock (at the date of such calculation)

         B =           Exercise   Price  (as   adjusted  to  the  date  of  such
                       calculation)

<PAGE>

     3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.

     3.1 Reorganization, Consolidation, Merger, Etc. In case at any time or from
time to time,  the Company shall (a) effect a  reorganization,  (b)  consolidate
with or merge into any other person, or (c) transfer all or substantially all of
its  properties  or  assets to any other  person  under any plan or  arrangement
contemplating  the  dissolution  of the Company,  then,  in each such case, as a
condition  to the  consummation  of  such a  transaction,  proper  and  adequate
provision  shall be made by the Company  whereby the Holder of this Warrant,  on
the exercise hereof as provided in Section 1 at any time after the  consummation
of such  reorganization,  consolidation  or merger or the effective date of such
dissolution,  as the case may be, shall receive, in lieu of the Common Stock (or
Other  Securities)  issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property  (including cash) to
which  such  Holder  would  have  been  entitled  upon such  consummation  or in
connection  with such  dissolution,  as the case may be, if such  Holder  had so
exercised  this  Warrant,  immediately  prior  thereto,  all  subject to further
adjustment thereafter as provided in Section 4.

     3.2 Dissolution.  In the event of any dissolution of the Company  following
the  transfer  of all or  substantially  all of its  properties  or assets,  the
Company,  concurrently  with any  distributions  made to  holders  of its Common
Stock,  shall at its expense  deliver or cause to be delivered to the Holder the
stock and other  securities  and property  (including  cash,  where  applicable)
receivable  by the Holder of the  Warrant  pursuant to Section  3.1,  or, if the
Holder shall so instruct the Company,  to a bank or trust  company  specified by
the Holder and having its  principal  office in New York,  NY as trustee for the
Holder of the Warrant (the "Trustee").

     3.3 Continuation of Terms. Upon any reorganization,  consolidation,  merger
or transfer (and any  dissolution  following  any transfer)  referred to in this
Section 3, this  Warrant  shall  continue in full force and effect and the terms
hereof  shall be  applicable  to the  shares of stock and other  securities  and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions described in this Section 3, then the Company's
securities and property  (including  cash, where  applicable)  receivable by the
Holders  of  the  Warrant  will  be  delivered  to  Holder  or  the  Trustee  as
contemplated by Section 3.2.

     4.  Extraordinary  Events  Regarding  Common  Stock.  In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Exercise  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Exercise Price then in effect.  The
Exercise Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive  shall  be  increased  or  decreased  as the  case  may  be to a  number
determined  by  multiplying  the  number of shares of Common  Stock  that  would
otherwise  (but  for the  provisions  of this  Section  4) be  issuable  on such
exercise by a fraction of which (a) the  numerator  is the  Exercise  Price that
would otherwise (but for the provisions of this Section 4) be in effect, and (b)
the denominator is the Exercise Price in effect on the date of such exercise.

<PAGE>

     5.  Certificate  as to  Adjustments.  In  each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrant,  the Company at its expense  will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

     6. Reservation of Stock, Etc., Issuable on Exercise of Warrant. The Company
will at all times  reserve  from its  authorized  but  unissued  shares and keep
available,  solely for  issuance  and  delivery on the  exercise of the Warrant,
shares of Common Stock (or Other  Securities)  from time to time issuable on the
exercise of the Warrant.

     7. Assignment;  Exchange of Warrant.  Subject to compliance with applicable
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred  by any  registered  holder hereof (a  "Transferor")  in whole or in
part.  On the  surrender  for exchange of this  Warrant,  with the  Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the   "Transferor
Endorsement  Form") and together with evidence  reasonably  satisfactory  to the
Company  demonstrating  compliance with applicable  securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel (at the  Company's  expense)  that such transfer is exempt
from the registration requirements of applicable securities laws, and payment by
the Transferor of any applicable transfer taxes) will issue and deliver to or on
the order of the Transferor  thereof a new Warrant of like tenor, in the name of
the Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form  (each a  "Transferee"),  calling  in the  aggregate  on the  face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

     8. Replacement of Warrant. On receipt of evidence  reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     9. Registration Rights. The Holder of this Warrant has been granted certain
registration rights by the Company. These registration rights are set forth in a
Registration Rights Agreement entered into by the Company and Purchaser dated as
of even date of this Warrant.

     10.  Maximum  Exercise.  The Holder shall not be entitled to exercise  this
Warrant on an exercise date, in connection  with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this proviso is being made on
an exercise date,  which would result in beneficial  ownership by the Holder and
its affiliates of more than 4.99% of the  outstanding  shares of Common Stock of
the Company on such date.  For the  purposes  of the proviso to the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3 thereunder.  Notwithstanding the foregoing,  the restriction  described in
this  paragraph  may be revoked upon 75 days prior notice from the Holder to the
Company and is  automatically  null and void upon an Event of Default  under the
Note.

<PAGE>

     11. Warrant Agent. The Company may, by written notice to the each Holder of
the Warrant,  appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on the exercise of this Warrant  pursuant to Section 1,  exchanging
this  Warrant  pursuant to Section 7, and  replacing  this  Warrant  pursuant to
Section 8, or any of the foregoing,  and thereafter any such issuance,  exchange
or replacement, as the case may be, shall be made at such office by such agent.

     12. Transfer on the Company's  Books.  Until this Warrant is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

     13. Notices,  Etc. All notices and other communications from the Company to
the  Holder  of this  Warrant  shall be  mailed  by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

     14. Voluntary Adjustment by the Company. The Company may at any time during
the term of this Warrant  reduce the then current  Exercise  Price to any amount
and for any period of time deemed  appropriate  by the Board of Directors of the
Company.

     15. Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This Warrant shall be governed by and construed in accordance  with the
laws of State of New York without regard to principles of conflicts of laws. Any
action brought concerning the transactions contemplated by this Warrant shall be
brought only in the state courts of New York or in the federal courts located in
the state of New York;  provided,  however,  that the Holder may choose to waive
this  provision  and  bring  an  action  outside  the  state  of New  York.  The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury. The prevailing  party
shall be entitled to recover from the other party its reasonable attorney's fees
and  costs.  In the event  that any  provision  of this  Warrant  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or  enforceability  of any other  provision of this Warrant.
The headings in this Warrant are for purposes of reference  only,  and shall not
limit  or  otherwise  affect  any  of  the  terms  hereof.   The  invalidity  or
unenforceability  of any  provision  hereof shall in no way affect the validity,
enforceability or meaning of any other provision.  The Company acknowledges that
legal counsel  participated in the  preparation of this Warrant and,  therefore,
stipulates  that the rule of  construction  that  ambiguities are to be resolved
against the drafting  party shall not be applied in the  interpretation  of this
Warrant to favor any party against the other party.

                                   [Balance of page intentionally left blank;
                                            signature page follows.]

<PAGE>

     IN WITNESS  WHEREOF,  the Company has executed  this Warrant as of the date
first written above.

                                       SYNERGY BRANDS, INC.

WITNESS:
                                       By:
                                       ----------------------------------------
                                       ----------------------------------------
                                       Name:
                                       ----------------------------------------
                                       ----------------------------------------
                                       Title:

<PAGE>

                                       A-1
                                    Exhibit A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

TO:               Synergy Brands, Inc.


ATTENTION:        Chief Financial Officer

     The  undersigned,  pursuant  to the  provisions  set forth in the  attached
Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):

     ________ shares of the Common Stock covered by such Warrant; or

                                  ------------
                                  ------------

     the  maximum  number  of shares of Common  Stock  covered  by such  Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

                                  ------------
                                  ------------

     The undersigned  herewith makes payment of the full Exercise Price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

     $__________  in lawful  money of the  United  States;  and/or  ------------

                                  ------------

     the  cancellation of such portion of the attached Warrant as is exercisable
for a total of _______  shares of Common  Stock  (using a Fair  Market  Value of
$_______  per share  for  purposes  of this  calculation);  and/or

                                  ------------
                                  ------------


     the  cancellation of such number of shares of Common Stock as is necessary,
in  accordance  with the  formula set forth in Section  2.2,  to  exercise  this
Warrant with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 2.

                                  ------------
                                  ------------



     The undersigned requests that the certificates for such shares be issued in
the name of,  and  delivered  to  ______________________________________________
whose                                 address                                 is
___________________________________________________________________________.

     The  undersigned  represents  and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.

Dated:
-----------------------------------        -----------------------------------
                                          (Signature must conform to name of
                                           holder as specified on the face of
                                           the Warrant)

                                          Address:
                                          ------------------------------------
                                          ------------------------------------

                                          ------------------------------------


<PAGE>

                                       B-1
                                    Exhibit B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

     For value received,  the undersigned hereby sells,  assigns,  and transfers
unto the  person(s)  named  below  under  the  heading  "Transferees"  the right
represented  by the within the Warrant to purchase the  percentage and number of
shares of Common Stock of Synergy Brands, Inc., a Delaware corporation (together
with any  successor or other entity that assumes the  obligations  thereof,  the
"Company")  into  which the  within  the  Warrant  relates  specified  under the
headings  "Percentage  Transferred"  and  "Number  Transferred,"   respectively,
opposite the name(s) of such person(s) and appoints each such person Attorney to
transfer  its  respective  right on the books of the Company  with full power of
substitution in the premises.


                                             Percentage               Number
Transferees             Address              Transferred            Transferred










Dated:

                      (Signature must conform to name of holder as specified on
                      the face of the Warrant)

                      Address:
                      ------------------------------------------------
                      ------------------------------------------------

                      ------------------------------------------------


                                                    SIGNED IN THE PRESENCE OF:


                                                    ---------------------------
                                                    ---------------------------
                                                                         (Name)
ACCEPTED AND AGREED:
[TRANSFEREE]



-------------------------------------------------------
-------------------------------------------------------
                        (Name)