CERTIFICATE OF AMENDMENT
                                       to
                          CERTIFICATE OF INCORPORATION
                                       of
                               SYNERGY BRANDS INC.

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

DOES HEREBY CERTIFY:

     FIRST:  by  consent  of the  Board of  Directors  of  Synergy  Brands  Inc.
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable. The resolution setting forth the proposed amendment is as follows:

     RESOLVED: that this corporation shall and is hereby authorized to amend its
Certificate  of  Incorporation  to  decrease  the  amount  of  authorized  stock
available to be issued by this  corporation  from 60,000,000  shares of stock to
6,000,000 shares of stock divided into 5,000,000 shares of Common Stock, 100,000
shares of Class A Preferred  Stock and 900,000 shares of Class B Preferred Stock
of which Class B Preferred  Stock 500,000 shares shall continue to be designated
Series A Class B Preferred, the designations,  relative rights, preferences, and
other  terms  of  such  securities  not to  change  (except  for the  amount  of
authorized  shares  thereof)  from that in  existence  at the date  hereof,  the
intended  purpose  of  such  amendment  being  to  allow a more  manageable  tax
structure for this Corporation.

     The Certificate of Incorporation of this corporation shall be amended by:

     1. Changing the first Paragraph of Article FOURTH  therein,  first sentence
therein to read as follows.

     "The  total  number of shares of stock  which the  corporation  shall  have
authority to issue is six million (6,000,000)."

     2. Changing the paragraph in article numbered FOURTH which now reads.

     "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"

     so that, as amended, said paragraph shall be and read as follows:

     "The 6,000,000  authorized  shares shall be divided into  5,000,000  common
shares,  par value $.001 per share,  100,000 Class A Preferred  Stock, par value
$.001 per share and 900,000 Class B Preferred Stock, par value $.001 per share."

     3. Changing the subsection in Article Fourth captioned as Class B Preferred
Stock to reduce the  designation of the number of shares  therein  included from
10,000,000  to  900,000  and the  amount  of  shares  authorized  thereof  being
designated Series A Class B Preferred to remain at 500,000 shares.

     RESOLVED: that the consent of shareholders of this corporation be requested
to adopt the above  resolutions,  where  necessary  in accord  with the  General
Corporation Law of the State of Delaware.

     SECOND:  That  said  amendment  was duly  adopted  in  accordance  with the
provision  of  Section  242 of the  General  Corporation  of Law of the State of
Delaware (the "GCL"),  by written consent of a majority of the votes represented
by  outstanding  stock  entitled  to vote  thereon  with  written  notice to all
remaining applicable shareholders in compliance with Section 228 of the GCL.

     THIRD:  That the capital of said corporation  shall not be reduced under or
by reason of said amendment.

     IN WITNESS OF, said corporation has caused this certificate to be signed by
Mair  Faibish,  its CEO,  and  Mitchell  Gerstein,  its  secretary,  this day of
September, 2004.

By:  /s/ Mair Faibish
- ----------------------
     Mair Faibish
     CEO

By:  /s/ Mitchell Gerstein
- --------------------------
    Mitchell Gerstein
    Secretary