REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of April 2,  2004,  by and  between  SYNERGY  BRANDS,  INC.,  a Delaware
corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser").

     This Agreement is made pursuant to the Securities Purchase Agreement, dated
as of the date  hereof,  by and  between  the  Purchaser  and the  Company  (the
"Securities  Purchase  Agreement"),  and  pursuant to the Note and the  Warrants
referred to therein.

     The Company and the Purchaser hereby agree as follows:

     1.  Definitions.  Capitalized  terms used and not otherwise  defined herein
that are defined in the Securities  Purchase  Agreement  shall have the meanings
given  such  terms  in the  Securities  Purchase  Agreement.  As  used  in  this
Agreement, the following terms shall have the following meanings:

     "Commission" means the Securities and Exchange Commission.

     "Common Stock" means shares of the Company's  common stock, par value $.001
per share.

     "Effectiveness Date" means the 120th day following the date hereof.

     "Effectiveness Period" shall have the meaning set forth in Section 2(a).

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
any successor statute.

     "Filing Date" means, with respect to the Registration Statement required to
be filed  hereunder,  a date no later than thirty (30) days  following  the date
hereof and with  respect to shares of Common  Stock  issuable to the Holder as a
result of adjustments to the Fixed Conversion Price made pursuant to Section 3.4
of the Secured  Convertible  Term Note or Section 4 of the Warrant or otherwise,
thirty (30) days after the  occurrence  such event or the date of the adjustment
of the Fixed Conversion Price

     "Holder" or  "Holders"  means the  Purchaser  or any of its  affiliates  or
transferees to the extent any of them hold Registrable Securities.

     "Indemnified Party" shall have the meaning set forth in Section 5(c).

     "Indemnifying Party" shall have the meaning set forth in Section 5(c).

<PAGE>

     "Note" has the meaning set forth in the Securities Purchase Agreement.

     "Proceeding"  means an action,  claim,  suit,  investigation  or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

     "Prospectus"  means the prospectus  included in the Registration  Statement
(including,  without  limitation,  a prospectus  that  includes any  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or supplemented by any prospectus supplement,  with respect to the terms
of the  offering of any  portion of the  Registrable  Securities  covered by the
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

     "Registrable  Securities"  means the shares of Common Stock issued upon the
conversion of the Note and issuable upon exercise of the Warrants.

     "Registration  Statement" means each registration  statement required to be
filed  hereunder,  including the Prospectus,  amendments and supplements to such
registration   statement  or  Prospectus,   including  pre-  and  post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.

     "Rule 144" means Rule 144  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "Rule 415" means Rule 415  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "Rule 424" means Rule 424  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and any
successor statute.

     "Securities  Purchase  Agreement"  means the agreement  between the parties
hereto calling for the issuance by the Company of $ 1,500,000  convertible  Note
plus Warrants.

     "Trading Market" means any of the NASD OTC Bulletin Board,  NASDAQ SmallCap
Market,  the Nasdaq National Market, the American Stock Exchange or the New York
Stock Exchange.

     "Warrants" means the Common Stock purchase  warrants issued pursuant to the
Securities Purchase Agreement.

<PAGE>

     2. Registration.

     (a) On or prior to the Filing Date the Company  shall prepare and file with
the Commission a Registration  Statement covering the Registrable Securities for
an  offering  to be  made on a  continuous  basis  pursuant  to  Rule  415.  The
Registration  Statement  shall be on Form S-3 (except if the Company is not then
eligible to register for resale the Registrable Securities on Form S-3, in which
case  such  registration  shall be on  another  appropriate  form in  accordance
herewith).  The  Company  shall  cause  the  Registration  Statement  to  become
effective  and remain  effective as provided  herein.  The Company shall use its
reasonable commercial efforts to cause the Registration Statement to be declared
effective  under the  Securities  Act as promptly  as possible  after the filing
thereof,  but in any event no later than the  Effectiveness  Date.  The  Company
shall use its reasonable  commercial efforts to keep the Registration  Statement
continuously  effective  under the  Securities  Act until the date  which is the
earlier date of when (i) all  Registrable  Securities have been sold or (ii) all
Registrable  Securities may be sold immediately  without  registration under the
Securities  Act and without  volume  restrictions  pursuant to Rule  144(k),  as
determined by the counsel to the Company pursuant to a written opinion letter to
such effect,  addressed and  acceptable to the Company's  transfer agent and the
affected  Holders,  provided  that the  status of the Holder at the time of such
sale does not delay or  prohibit  sale under  Rule  144(k)  (the  "Effectiveness
Period").

     (b) If:  (i) the  Registration  Statement  is not  filed on or prior to the
Filing Date; (ii) the  Registration  Statement is not declared  effective by the
Commission by the Effectiveness Date; (iii) after the Registration  Statement is
filed with and declared effective by the Commission,  the Registration Statement
ceases to be  effective  (by  suspension  or  otherwise)  as to all  Registrable
Securities to which it is required to relate at any time prior to the expiration
of  the  Effectiveness  Period  (without  being  succeeded   immediately  by  an
additional  registration statement filed and declared effective) for a period of
time  which  shall  exceed  30 days in the  aggregate  per year or more  than 20
consecutive  calendar  days  (defined as a period of 365 days  commencing on the
date the Registration Statement is declared effective); or (iv) the Common Stock
is not listed or quoted,  or is suspended from trading on any Trading Market for
a period of three (3)  consecutive  Trading Days (provided the Company shall not
have been  able to cure such  trading  suspension  within 30 days of the  notice
thereof or list the Common Stock on another Trading  Market);  (any such failure
or breach  being  referred to as an "Event,"  and for  purposes of clause (i) or
(ii) the date on which such Event  occurs,  or for  purposes of clause (iii) the
date  which  such 30 day or 20  consecutive  day  period (as the case may be) is
exceeded,  or for  purposes  of  clause  (iv) the date on which  such  three (3)
Trading Day period is exceeded,  being referred to as "Event Date"),  then until
the applicable Event is cured, the Company shall pay to each Holder an amount in
cash, as liquidated damages and not as a penalty,  equal to 1.0% for each thirty
(30) day period  (prorated for partial periods) on a daily basis of the original
principal  amount of the Note.  While  such  Event  continues,  such  liquidated
damages  shall be paid not less often  than each  thirty  (30) days.  Any unpaid
liquidated  damages as of the date when an Event has been  cured by the  Company
shall be paid within three (3) days  following  the date on which such Event has
been cured by the Company.

<PAGE>

     (c) Within five (5) business days of the  Effectiveness  Date,  the Company
shall  cause its  counsel  to issue an opinion  in the form  attached  hereto as
Exhibit A, to the  transfer  agent  stating  that the  shares are  subject to an
effective  registration statement and can be reissued free of restrictive legend
upon notice of a sale by Laurus and  confirmation by Laurus that it has complied
with the  prospectus  delivery  requirements,  provided that the Company has not
advised  the  transfer  agent  orally or in writing  that the  opinion  has been
withdrawn.  Copies  of the  opinion  required  by this  Section  2(c)  shall  be
delivered to Laurus within the time frame set forth above.

     3. Registration Procedures.  If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:

     (a) prepare and file with the  Commission the  Registration  Statement with
respect  to  such  Registrable  Securities,  promptly  respond  to any  comments
received from the Commission, and use its best efforts to cause the Registration
Statement  to become and remain  effective  for the  Effectiveness  Period  with
respect thereto, and promptly provide to the Purchaser copies of all filings and
Commission letters of comment relating thereto;

     (b) prepare and file with the Commission such amendments and supplements to
the  Registration  Statement and the Prospectus used in connection  therewith as
may be  necessary  to comply  with the  provisions  of the  Securities  Act with
respect  to  the  disposition  of  all  Registrable  Securities  covered  by the
Registration  Statement and to keep such Registration  Statement effective until
the expiration of the Effectiveness Period;

     (c)  furnish to the  Purchaser  such  number of copies of the  Registration
Statement  and the  Prospectus  included  therein  (including  each  preliminary
Prospectus)  as the Purchaser  reasonably  may request to facilitate  the public
sale or disposition of the Registrable  Securities  covered by the  Registration
Statement;

     (d) use its  commercially  reasonable  efforts to  register  or qualify the
Purchaser's  Registrable  Securities covered by the Registration Statement under
the securities or "blue sky" laws of such jurisdictions within the United States
as the Purchaser may reasonably  request,  provided,  however,  that the Company
shall not for any such  purpose be  required  to qualify  generally  to transact
business  as a  foreign  corporation  in  any  jurisdiction  where  it is not so
qualified or to consent to general service of process in any such jurisdiction;

     (e) list the Registrable  Securities covered by the Registration  Statement
with any  securities  exchange on which the Common  Stock of the Company is then
listed;

     (f) immediately notify the Purchaser at any time when a Prospectus relating
thereto is required to be delivered  under the Securities  Act, of the happening
of any  event of which  the  Company  has  knowledge  as a result  of which  the
Prospectus contained in such Registration Statement, as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in light of the circumstances then existing; and

<PAGE>

     (g) make  available  for  inspection  by the  Purchaser  and any  attorney,
accountant or other agent  retained by the  Purchaser,  all publicly  available,
non-confidential  financial and other records, pertinent corporate documents and
properties  of the Company,  and cause the  Company's  officers,  directors  and
employees  to  supply  all  publicly  available,   non-confidential  information
reasonably requested by the attorney, accountant or agent of the Purchaser.

     4. Registration Expenses. All expenses relating to the Company's compliance
with Sections 2 and 3 hereof,  including,  without limitation,  all registration
and filing  fees,  printing  expenses,  fees and  disbursements  of counsel  and
independent  public  accountants for the Company,  fees and expenses  (including
reasonable  counsel  fees)  incurred in  connection  with  complying  with state
securities  or "blue  sky"  laws,  fees of the  NASD,  transfer  taxes,  fees of
transfer  agents and  registrars,  fees of, and  disbursements  incurred by, one
counsel for the Holders (to the extent such counsel is required due to Company's
failure to meet any of its  obligations  hereunder),  are  called  "Registration
Expenses".  All  selling  commissions  applicable  to the  sale  of  Registrable
Securities,  including any fees and  disbursements of any special counsel to the
Holders  beyond those included in  Registration  Expenses,  are called  "Selling
Expenses." The Company shall only be responsible for all Registration Expenses.

     5. Indemnification.

     (a) In the event of a registration of any Registrable  Securities under the
Securities Act pursuant to this  Agreement,  the Company will indemnify and hold
harmless the Purchaser,  and its officers,  directors and each other person,  if
any,  who  controls  the  Purchaser  within the meaning of the  Securities  Act,
against any losses, claims,  damages or liabilities,  joint or several, to which
the  Purchaser,  or such persons may become  subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  Registration  Statement
under which such Registrable Securities were registered under the Securities Act
pursuant to this  Agreement,  any  preliminary  Prospectus  or final  Prospectus
contained therein,  or any amendment or supplement  thereof,  or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  and will  reimburse  the  Purchaser,  and each such  person for any
reasonable  legal  or  other  expenses  incurred  by  them  in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the Company will not be liable in any such case if and
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue  statement  or alleged  untrue  statement  or  omission  or
alleged  omission so made in  conformity  with  information  furnished  by or on
behalf of the  Purchaser or any such person in writing  specifically  for use in
any such document.

     (b) In the event of a registration of the Registrable  Securities under the
Securities Act pursuant to this Agreement, the Purchaser will indemnify and hold
harmless the Company, and its officers, directors and each other person, if any,
who controls the Company within the meaning of the Securities  Act,  against all
losses, claims,  damages or liabilities,  joint or several, to which the Company
or such  persons  may become  subject  under the  Securities  Act or  otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of any material fact which was furnished in writing by or on behalf of
the  Purchaser  to the Company  expressly  for use in (and such  information  is
contained in) the Registration Statement under which such Registrable Securities
were  registered  under the  Securities  Act  pursuant  to this  Agreement,  any
preliminary  Prospectus or final Prospectus  contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading,  and will reimburse the
Company and each such person for any reasonable legal or other expenses incurred
by them in connection  with  investigating  or defending  any such loss,  claim,
damage,  liability or action,  provided,  however,  that the  Purchaser  will be
liable in any such case if and only to the  extent  that any such  loss,  claim,
damage  or  liability  arises  out of or is based  upon an untrue  statement  or
alleged untrue  statement or omission or alleged  omission so made in conformity
with  information  furnished  in writing  to the  Company by or on behalf of the
Purchaser  specifically  for  use  in any  such  document.  Notwithstanding  the
provisions of this  paragraph,  the Purchaser shall not be required to indemnify
any  person or entity in excess  of the  amount of the  aggregate  net  proceeds
received by the  Purchaser in respect of  Registrable  Securities  in connection
with any such registration under the Securities Act.

<PAGE>

     (c) Promptly  after  receipt by a party  entitled to claim  indemnification
hereunder (an "Indemnified  Party") of notice of the commencement of any action,
such Indemnified Party shall, if a claim for  indemnification in respect thereof
is to be made against a party hereto  obligated  to indemnify  such  Indemnified
Party (an  "Indemnifying  Party"),  notify  the  Indemnifying  Party in  writing
thereof,  but the omission so to notify the Indemnifying Party shall not relieve
it from any  liability  which it may have to such  Indemnified  Party other than
under this Section 5(c) and shall only  relieve it from any  liability  which it
may have to such Indemnified  Party under this Section 5(c) if and to the extent
the Indemnifying  Party is prejudiced by such omission.  In case any such action
shall  be  brought  against  any  Indemnified  Party  and it  shall  notify  the
Indemnifying Party of the commencement  thereof, the Indemnifying Party shall be
entitled  to  participate  in and,  to the extent it shall  wish,  to assume and
undertake  the defense  thereof with counsel  satisfactory  to such  Indemnified
Party,  and, after notice from the Indemnifying  Party to such Indemnified Party
of its election so to assume and undertake the defense thereof, the Indemnifying
Party shall not be liable to such Indemnified  Party under this Section 5(c) for
any legal expenses subsequently incurred by such Indemnified Party in connection
with the defense thereof; if the Indemnified Party retains its own counsel, then
the  Indemnified  Party shall pay all fees,  costs and expenses of such counsel,
provided,  however,  that, if the defendants in any such action include both the
indemnified  party and the  Indemnifying  Party and the Indemnified  Party shall
have reasonably  concluded that there may be reasonable defenses available to it
which are different  from or additional to those  available to the  Indemnifying
Party or if the interests of the Indemnified  Party  reasonably may be deemed to
conflict with the interests of the  Indemnifying  Party,  the Indemnified  Party
shall have the right to select one  separate  counsel  and to assume  such legal
defenses and otherwise to  participate  in the defense of such action,  with the
reasonable expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the Indemnifying Party as incurred.

     (d) In order to provide for just and equitable contribution in the event of
joint  liability  under the  Securities  Act in any case in which either (i) the
Purchaser,  or any officer,  director or  controlling  person of the  Purchaser,
makes  a  claim  for  indemnification  pursuant  to  this  Section  5 but  it is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding  the fact that this  Section 5 provides for  indemnification  in
such case, or (ii) contribution  under the Securities Act may be required on the
part of the Purchaser or such  officer,  director or  controlling  person of the
Purchaser in  circumstances  for which  indemnification  is provided  under this
Section 5; then,  and in each such case,  the  Company  and the  Purchaser  will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (after  contribution  from others) in such proportion so that the
Purchaser is responsible only for the portion represented by the percentage that
the  public  offering  price  of its  securities  offered  by  the  Registration
Statement bears to the public  offering price of all securities  offered by such
Registration  Statement,  provided,  however,  that,  in any such case,  (A) the
Purchaser  will not be required to contribute any amount in excess of the public
offering  price  of  all  such  securities   offered  by  it  pursuant  to  such
Registration  Statement;  and (B) no  person  or  entity  guilty  of  fraudulent
misrepresentation  (within  the  meaning  of  Section  10(f) of the Act) will be
entitled  to  contribution  from any person or entity who was not guilty of such
fraudulent misrepresentation.

<PAGE>

     6. Representations and Warranties.

     (a) The Common Stock of the Company is registered pursuant to Section 12(b)
or 12(g) of the Exchange Act and,  except with respect to certain  matters which
the Company has disclosed to the  Purchaser on Schedule  4.21 to the  Securities
Purchase Agreement, the Company has timely filed all proxy statements,  reports,
schedules,  forms,  statements  and other  documents  required to be filed by it
under the  Exchange  Act.  The Company  has filed (i) its Annual  Report on Form
10-KSB for its fiscal  years ended  December  31, 2003 and December 31, 2002 and
(ii) its Quarterly  Report on Form 10-QSB for its fiscal quarter ended September
30, 2003 (collectively,  the "SEC Reports"). Each SEC Report was, at the time of
its filing,  in substantial  compliance with the  requirements of its respective
form and none of the SEC Reports,  nor the financial  statements  (and the notes
thereto)  included in the SEC  Reports,  as of their  respective  filing  dates,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they were made, not misleading.  The
financial  statements  of the Company  included in the SEC Reports  comply as to
form in all material  respects with applicable  accounting  requirements and the
published rules and regulations of the Commission or other  applicable rules and
regulations with respect thereto.  Such financial  statements have been prepared
in accordance with generally accepted accounting  principles ("GAAP") applied on
a consistent  basis during the periods  involved (except (i) as may be otherwise
indicated in such financial  statements or the notes thereto or (ii) in the case
of unaudited interim statements, to the extent they may not include footnotes or
may be  condensed)  and fairly  present in all material  respects the  financial
condition,  the results of operations  and the cash flows of the Company and its
subsidiaries,  on a consolidated basis, as of, and for, the periods presented in
each such SEC Report.

     (b) The Common  Stock is listed for trading on the Nasdaq  SmallCap  Market
and satisfies all requirements for the continuation of such listing. The Company
has not  received  any notice that its Common  Stock will be  delisted  from the
Nasdaq SmallCap  Market or that the Common Stock does not meet all  requirements
for the  continuation of such listing  (except,  in such case, for prior notices
which have been fully remedied).

     (c) Neither the Company,  nor any of its affiliates,  nor any person acting
at the Company's or any of its  affiliates'  behalf,  has directly or indirectly
made any  offers or sales of any  security  or  solicited  any offers to buy any
security  under  circumstances  that would cause the offering of the  Securities
pursuant  to the  Securities  Purchase  Agreement  to be  integrated  with prior
offerings by the Company for purposes of the  Securities Act which would prevent
the  Company  from  selling  the  Common  Stock  pursuant  to Rule 506 under the
Securities  Act,  or  any  applicable   exchange-related   stockholder  approval
provisions,  nor will the Company or any of its affiliates or subsidiaries  take
any  action or steps that  would  cause the  offering  of the  Securities  to be
integrated with other offerings.

     (d) The  Warrants,  the Note and the  shares  of  Common  Stock  which  the
Purchaser may acquire  pursuant to the Warrants and the Note are all  restricted
securities  under  the  Securities  Act as of the  date of this  Agreement.  The
Company will not issue any stop transfer  order or other order impeding the sale
and  delivery  of any  of the  Registrable  Securities  at  such  time  as  such
Registrable  Securities  are  registered  for public sale or an  exemption  from
registration  is  available,  except as required by federal or state  securities
laws.

     (e) The  Company  understands  the  nature  of the  Registrable  Securities
issuable  upon the  conversion  of the Note and the  exercise of the Warrant and
recognizes that the issuance of such Registrable Securities may have a potential
dilutive effect.  The Company  specifically  acknowledges that its obligation to
issue the  Registrable  Securities  is binding upon the Company and  enforceable
regardless of the dilution such issuance may have on the ownership  interests of
other shareholders of the Company.

     (f) Except for agreements made in the ordinary course of business, there is
no  agreement  that has not been  filed with the  Commission  as an exhibit to a
registration  statement or to a form  required to be filed by the Company  under
the Exchange  Act, the breach of which has had, or could  reasonably be expected
to have, a Material Adverse Effect on the Company or any of its Subsidiaries, or
would  prohibit or otherwise  interfere with the ability of the Company to enter
into and perform any of its  obligations  under this  Agreement  in any material
respect.

     (g) The Company will at all times have authorized and reserved a sufficient
number  of  shares  of  Common  Stock  for the full  conversion  of the Note and
exercise of the Warrants.

<PAGE>

     7. Miscellaneous.

     (a)  Remedies.  In the event of a breach by the Company or by a Holder,  of
any of their  respective  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement.

     (b) No Piggyback on Registrations. Except as and to the extent specified in
Schedule 7(b) hereto, neither the Company nor any of its security holders (other
than the Holders in such capacity pursuant hereto) may include securities of the
Company in any Registration Statement other than the Registrable Securities, and
the Company shall not after the date hereof enter into any  agreement  providing
any such right for inclusion of shares in the  Registration  Statement to any of
its security  holders.  Except as and to the extent  specified in Schedule  7(b)
hereto,  the Company has not previously  entered into any agreement granting any
registration  rights with  respect to any of its  securities  to any Person that
have not been fully satisfied.

     (c) Compliance.  Each Holder  covenants and agrees that it will comply with
the prospectus  delivery  requirements of the Securities Act as applicable to it
in connection with sales of Registrable  Securities pursuant to the Registration
Statement.

<PAGE>

     (d) Discontinued Disposition. Each Holder agrees by its acquisition of such
Registrable  Securities  that,  upon receipt of a notice from the Company of the
occurrence  of a  Discontinuation  Event (as  defined  below),  such Holder will
forthwith  discontinue  disposition  of such  Registrable  Securities  under the
applicable  Registration  Statement until such Holder's receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the  "Advice") by the Company that the use of the applicable
Prospectus  may be resumed,  and, in either  case,  has  received  copies of any
additional  or  supplemental  filings  that are  incorporated  or  deemed  to be
incorporated  by reference in such  Prospectus or  Registration  Statement.  The
Company may provide  appropriate  stop orders to enforce the  provisions of this
paragraph.  For purposes of this Section 7(d), a  "Discontinuation  Event" shall
mean (i) when the  Commission  notifies  the  Company  whether  there  will be a
"review" of such Registration  Statement and whenever the Commission comments in
writing on such  Registration  Statement  (the  Company  shall  provide true and
complete  copies  thereof  and  all  written  responses  thereto  to each of the
Holders);  (ii) any  request  by the  Commission  or any other  Federal or state
governmental  authority  for  amendments  or  supplements  to such  Registration
Statement or Prospectus or for additional information; (iii) the issuance by the
Commission of any stop order suspending the  effectiveness of such  Registration
Statement covering any or all of the Registrable Securities or the initiation of
any  Proceedings  for that  purpose;  (iv) the  receipt  by the  Company  of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and/or (v) the  occurrence  of any event or passage of time that makes
the financial statements included in such Registration  Statement ineligible for
inclusion  therein  or any  statement  made in such  Registration  Statement  or
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any material respect or that requires any revisions to such
Registration  Statement,  Prospectus or other  documents so that, in the case of
such  Registration  Statement  or  Prospectus,  as the case may be,  it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

     (e)  Piggy-Back  Registrations.  If at any time  during  the  Effectiveness
Period  there is not an  effective  Registration  Statement  covering all of the
Registrable  Securities and the Company shall determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then  equivalents  relating to equity  securities to be
issued solely in connection  with any  acquisition  of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen days after receipt of such notice, any such
Holder  shall  so  request  in  writing,  the  Company  shall  include  in  such
registration  statement  all or any  part of such  Registrable  Securities  such
holder  requests  to be  registered  to the extent the Company may do so without
violating  registration  rights  of  others  which  exist as of the date of this
Agreement,  subject to customary  underwriter cutbacks applicable to all holders
of registration  rights and subject to obtaining any required the consent of any
selling stockholder(s) to such inclusion under such registration statement.

     (f) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the same shall be in writing and signed by the Company and the Holders of
the then outstanding  Registrable  Securities.  Notwithstanding the foregoing, a
waiver or consent to depart from the provisions  hereof with respect to a matter
that  relates  exclusively  to the rights of certain  Holders  and that does not
directly  or  indirectly  affect  the  rights of other  Holders  may be given by
Holders  of at least a  majority  of the  Registrable  Securities  to which such
waiver or  consent  relates;  provided,  however,  that the  provisions  of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence.

<PAGE>

     (g) Notices. Any notice or request hereunder may be given to the Company or
the Purchaser at the respective addresses set forth below or as may hereafter be
specified in a notice designated as a change of address under this Section 7(g).
Any notice or request  hereunder shall be given by registered or certified mail,
return receipt  requested,  hand delivery,  overnight  mail,  Federal Express or
other national overnight next day carrier (collectively,  "Courier") or telecopy
(confirmed by mail). Notices and requests shall be, in the case of those by hand
delivery,  deemed to have been given when  delivered  to any party to whom it is
addressed,  in the case of those by mail or overnight mail,  deemed to have been
given three (3) business days after the date when  deposited in the mail or with
the  overnight  mail  carrier,  in the case of a Courier,  the next business day
following timely delivery of the package with the Courier, and, in the case of a
telecopy, when confirmed.  The address for such notices and communications shall
be as follows:

     If to the Company:    SYNERGY BRANDS, INC.
                           1175 Walt Whitman Road
                           Melville, NY 11747
                           Attention:      Chief Financial Officer
                           Facsimile:      801-340-6434

                           with a copy to: Randall J. Perry, Esq.
                                           44 Union Avenue
                                           Rutherford, NJ 07070

                           Facsimile:     (201) 929-7348

     If to a Purchaser:    To the address set forth under such Purchaser name on
                           the signature pages hereto.

     If to any other Person who is then the
     registered Holder:    To the address of such Holder as it appears in the
                           stock transfer books of the Company

     or  such  other  address  as may be  designated  in  writing  hereafter  in
     accordance with this Section 7(g) by such Person.

     (h)  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the successors and permitted  assigns of each of the parties
and shall  inure to the benefit of each  Holder.  The Company may not assign its
rights or  obligations  hereunder  without  the prior  written  consent  of each
Holder.  Each Holder may assign their respective  rights hereunder in the manner
and to the  Persons  as  permitted  under the Note and the  Securities  Purchase
Agreement with the prior written consent of the Company, which consent shall not
be unreasonably withheld.

     (i)  Execution  and  Counterparts.  This  Agreement  may be executed in any
number of counterparts,  each of which when so executed shall be deemed to be an
original  and, all of which taken  together  shall  constitute  one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

     (j) Governing  Law. All questions  concerning the  construction,  validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed  by and
construed and enforced in accordance  with the internal laws of the State of New
York,  without regard to the principles of conflicts of law thereof.  Each party
agrees that all  Proceedings  concerning the  interpretations,  enforcement  and
defense of the  transactions  contemplated  by this Agreement shall be commenced
exclusively  in the state and  federal  courts  sitting in the City of New York,
Borough  of  Manhattan.  Each party  hereto  hereby  irrevocably  submits to the
exclusive  jurisdiction  of the state and federal  courts sitting in the City of
New York,  Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction  contemplated hereby or discussed
herein,  and  hereby  irrevocably  waives,  and  agrees  not  to  assert  in any
Proceeding,  any claim that it is not personally  subject to the jurisdiction of
any such court,  that such  Proceeding  is improper.  Each party  hereto  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such  Proceeding  by  mailing a copy  thereof  via  registered  or
certified  mail or overnight  delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this  Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any manner  permitted  by law.  Each  party  hereto  hereby
irrevocably  waives,  to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions  contemplated  hereby.  If either party shall
commence a  Proceeding  to enforce any  provisions  of the  Securities  Purchase
Agreement, this Agreement or any Related Agreement, then the prevailing party in
such  Proceeding  shall be  reimbursed  by the other  party  for its  reasonable
attorneys  fees and other costs and expenses  incurred  with the  investigation,
preparation and prosecution of such Proceeding.

<PAGE>

     (k) Cumulative  Remedies.  The remedies  provided herein are cumulative and
not exclusive of any remedies provided by law.

     (l) Severability.  If any term, provision,  covenant or restriction of this
Agreement is held by a court of competent  jurisdiction to be invalid,  illegal,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions  set forth herein  (including the meaning  thereof) shall remain in
full force and effect and shall in no way be affected,  impaired or invalidated,
and the parties hereto shall use their reasonable  efforts to find and employ an
alternative  means to achieve the same or substantially  the same result as that
contemplated  by such term,  provision,  covenant or  restriction.  It is hereby
stipulated  and declared to be the intention of the parties that they would have
executed the remaining terms,  provisions,  covenants and  restrictions  without
including any of such that may be hereafter declared invalid,  illegal,  void or
unenforceable.

     (m)  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

SYNERGY BRANDS, INC.                           Laurus Master Fund, Ltd.

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

                                  Address for Notices:

                                  825 Third Avenue - 14th Floor
                                  New York, NY  10022
                                  Attention:        David Grin
                                  Facsimile:        212-541-4434

<PAGE>

                                    EXHIBIT A

                                [Month __, 2004]

                            American Stock Transfer
                                & Trust Company
                                 40 Wall Street
                               New York, NY 10005

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

          Re: Synergy Brands, Inc.. Registration Statement on Form S-3
                                   ----------

Ladies and Gentlemen:

As counsel to Synergy Brands, Inc. , a Delaware corporation (the "Company"),  we
have been  requested to render our opinion to you in connection  with the resale
by the  individuals  or  entitles  listed on  Schedule  A attached  hereto  (the
"Selling Stockholders"), of an aggregate of [amount]shares (the "Shares") of the
Company's Common Stock.

A  Registration  Statement  on Form S-3 under  the  Securities  Act of 1933,  as
amended  (the  "Act"),  with  respect to the  resale of the Shares was  declared
effective by the Securities and Exchange  Commission on [date].  Enclosed is the
Prospectus  dated [date].  We  understand  that the Shares are to be offered and
sold in the manner described in the Prospectus.

Based upon the foregoing,  upon request by the Selling  Stockholders at any time
while the registration  statement remains effective,  it is our opinion that the
Shares  have been  registered  for  resale  under  the Act and new  certificates
evidencing  the Shares  upon their  transfer or  re-registration  by the Selling
Stockholders may be issued without restrictive legend. We will advise you if the
registration statement is not available or effective at any point in the future.

                                                     Very truly yours,


                                                     [Company counsel]

<PAGE>


                                   Schedule A
                        Selling Stockholder R/N/O Shares
                                  Being Offered