Exhibit 10.1

                                 FIRST AMENDMENT

                   TO SECURITY, PLEDGE AND GUARANTY AGREEMENT

     This First Amendment to Security, Pledge and Guaranty Agreement (the "First
Amendment")  is entered into as of April 5, 2007,  by and among by and among PHS
Group Inc., a  Pennsylvania  corporation  (the  "Borrower"),  and Synergy Brands
Inc., (the "Parent Company"), and SYBR.Com Inc., a New Jersey corporation,  Gran
Reserve  Corporation,  a Florida  corporation,  Dealbynet.com  Inc.,  a New York
corporation, Quality Food Brands, Inc., a Nevada corporation, NYCE North America
Inc., a New Jersey corporation, Net Cigar.Com Inc., a Florida corporation, (each
of the  foregoing  a  "Subsidiary"  and  collectively  referred to herein as the
"Subsidiaries")  and  Lloyd  I.  Miller,  III and  Milfam  I L.P.  (collectively
referred  to herein as the  "Purchasers").  Together  the  Borrower,  the Parent
Company and the Subsidiaries are referred to herein as the "Debtors".

     WHEREAS, the Debtors and the Purchasers entered into that certain Security,
Pledge and Guaranty  Agreement (as amended,  supplemented or otherwise  modified
prior to giving effect to the  amendments  contemplated  herein) (the  "Security
Agreement"),  dated as of January  19,  2007,  as  security  for the payment and
performance of all obligations of the Debtors to the Purchasers and to guarantee
certain obligations owed by the Debtors to the Purchasers;

     WHEREAS,  the Borrower issued and sold to the Purchasers secured promissory
notes  (the  "Initial  Secured  Notes"),  pursuant  to that  certain  Securities
Purchase  Agreement,  dated as of January 19, 2007, by and among,  the Borrower,
the Parent Company and the Purchasers,  in an initial aggregate principal amount
of $6,500,000;

     WHEREAS,  the Borrower is authorized and wishes to have the Purchasers make
an  additional  loan,  as of the date  hereof,  to the  Borrower  in an  initial
aggregate principal amount of $1,500,000;

     WHEREAS,  the Purchasers  shall  surrender the Initial Secured Notes to the
Borrower and in exchange  therefore the Borrower  shall issue to the  Purchasers
new secured  promissory notes (the "New Secured Notes") in the initial aggregate
principal  amount of (a) the unpaid  aggregate  principal  amount of the Initial
Secured Notes so surrendered plus (b) $1,500,000; and

     WHEREAS,  in  connection  with the  foregoing  transaction  the Debtors and
Purchasers wish to amend certain terms and provisions of the Security  Agreement
and for the Security Agreement to otherwise continue in full force and effect.

     NOW,  THEREFORE,  in  consideration of the mutual covenants and obligations
set forth herein, the Debtors and Purchaser hereby agree as follows:

     1.  Amendments.  Pursuant to Section  11.2 of the Security  Agreement,  the
Purchasers and the Debtors hereby agree to the following:

     (a) The first recital of the Security  Agreement  defining the  "Securities
Purchase Agreement" is hereby amended to read in its entirety as follows:

<PAGE>

     "WHEREAS,  the Borrower,  the Parent Company and the Purchasers are parties
to that certain Securities  Purchase  Agreement,  originally dated as of January
19, 2007, amended as of April 5, 2007, as same may hereafter be further amended,
supplemented  or  otherwise  modified  from to time  (the  "Securities  Purchase
Agreement")."

     2.  Representations and Warranties.  The Debtors represent and warrant that
(a) except for the  representations  and warranties  which are made only as of a
prior  date,  the  representations  and  warranties  set  forth in the  Security
Agreement  are true and correct in all respects as of the  Effective  Date as if
made on and as of such date; (b) the execution, delivery and performance of this
First  Amendment are within the corporate power and authority of the Debtors and
have been duly authorized by appropriate  corporate action and proceedings;  (c)
this First Amendment  constitutes a legal,  valid, and binding obligation of the
Debtors  enforceable  in  accordance  with  its  terms,  except  as  limited  by
applicable bankruptcy, insolvency,  reorganization,  moratorium, or similar laws
affecting the rights of creditors  generally  and general  principles of equity;
(d) there are no  governmental  or other  third  party  consents,  licenses  and
approvals  required in connection  with the  execution,  delivery,  performance,
validity and enforceability of this First Amendment; (e) no Default has occurred
and is continuing,  and (f) no proceedings  are pending  against the Debtors and
the  Debtors  do not have any  knowledge  or  awareness  of any  claim,  action,
impairment  or  proceeding  that will  adversely  affect any of the  Purchasers'
rights under the Security Agreement.

     3. Conditions  Precedent.  This First Amendment shall become  effective and
enforceable  against  the parties  hereto and the  Security  Agreement  shall be
amended as provided herein upon the occurrence of the following conditions:  (i)
the Borrower  shall have issued the New Secured Notes to the Purchasers and (ii)
the parties shall have received this First Amendment duly and validly  delivered
and executed on behalf of the Debtors and the Purchasers.

     4. Effect on Security Agreement.  Other than as expressly set forth in this
First Amendment:

     (i) The Purchasers hereby expressly reserve all of their rights,  remedies,
and claims under the Security Agreement;

     (ii)  Nothing  in  this  First  Amendment  shall  constitute  a  waiver  or
relinquishment of (A) any Default under the Security  Agreement,  (B) any of the
agreements,  terms or conditions  contained in the Security  Agreement,  (C) any
rights or remedies of the Purchasers with respect to the Security Agreement,  or
(D) the rights of the Purchasers to collect the full amounts owing to them under
the Secured Notes; and

     (iii) The Debtors acknowledges and agrees that their respective liabilities
and obligations under the Security  Agreement are not limited or impaired in any
respect by this Agreement.

     5. Continuing  Security  Interest.  The Debtors hereby represent,  warrant,
acknowledge and agree that the Security  Interest  secures and shall continue to
secure the  payment  and  performance  of the  Obligations,  including,  without
limitation, the New Secured Notes.

<PAGE>

     6. No  Additional  Changes.  Except as  otherwise  set forth in this  First
Amendment,  the terms and conditions of the Security  Agreement  shall remain in
full force and effect.

     7. Ratification. This First Amendment shall be construed in connection with
and  as  part  of  the   Security   Agreement,   and  all   terms,   conditions,
representations,  warranties, covenants and agreements set forth in the Security
Agreement  and each other  instrument,  exhibit or agreement  referred to in the
Security Agreement,  except as herein expressly amended, are hereby ratified and
confirmed and shall remain in full force and effect.

     8. Miscellaneous.

     (a) No  provision  of this  First  Amendment  may be  modified,  waived  or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by the Debtors and the Purchasers.

     (b) This First  Amendment shall be governed by the laws of the State of New
York (without regard to conflicts of laws).

     (c) This First  Amendment may be executed in  counterparts,  which together
shall constitute one First Amendment.

     (d) By their signatures  below, the parties  acknowledge that they have had
sufficient  opportunity to read and consider,  and that they have carefully read
and  considered,  each  provision  of this  First  Amendment  and that  they are
voluntarily signing this First Amendment.

     (e) Each term defined in the  Security  Agreement  and used herein  without
definition  shall  have  the  meaning  assigned  to such  term  in the  Security
Agreement, unless expressly provided to the contrary.

                            [Signature Page Follows]

<PAGE>

                                 Signature page

     IN WITNESS WHEREOF,  the parties hereto have caused this First Amendment to
be executed and delivered by their duly authorized officers as of the date first
above written.

                                         DEBTORS:

                                            SYNERGY BRANDS INC.


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

                                            SYBR.COM INC.


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

                                            GRAN RESERVE CORPORATION


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

                                            DEALBYNET.COM INC.


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

                                            QUALITY FOOD BRANDS, INC.


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

                                            NYCE NORTH AMERICA INC.


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

                                            NET CIGAR.COM INC.


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


<PAGE>

                                 Signature page

PURCHASERS:

MILFAM I L.P.

By:  Milfam LLC
Its:  General Partner


By:
-------------------------------------
Name:  Lloyd I. Miller, III
Title:  Manager


LLOYD I. MILLER, III


By:
-------------------------------------
Name: Lloyd I. Miller, III