SYNERGY BRANDS INC.

                        CONSENT OF MAJORITY SHAREHOLDERS
                               IN LIEU OF MEETING

                                January 20, 2005

     The  undersigned  being the  holders  of record as of the date  hereof of a
majority  of votes  represented  by all of the issued and  outstanding  stock of
Synergy Brands Inc, and authorized to vote such securities, do hereby consent to
and adopt the actions as set forth in the following resolutions:

     RESOLVED,  that this  corporation  is and be  authorized  to  retroactively
correct its prior  filings  with the Delaware  Secretary of State as  determined
appropriate  and  necessary  by the CEO and  corporate  counsel to  implement  a
reverse  split of the  authorized  capital  stock  this  corporation  shall have
available to issue  (including  that issued to date)  similar in amount to the 1
for 4 share reverse split of outstanding  stock of this corporation  implemented
as  previously  authorized  in  February  2003  such that the  authorized  stock
structure  shall be  15,000,000  shares of which  14,000,000  are common  stock,
100,000 Class A Preferred,  and 900,000 Class B Preferred of which 500,000 shall
be  designated  Series  A  Class  B  Preferred,  the  preferences,   rights  and
limitations  thereof  not to  change,  and  further  that  it be  and is  hereby
confirmed  and  ratified  that  this  corporation  is and  has  previously  been
authorized to further amend its  certificate  of  incorporation  to decrease its
authorized  stock to 5,000,000  shares of common stock and  1,000,000  shares of
preferred  stock further which preferred stock be divided into 100,000 shares of
Class A  Preferred  and  900,000  Class B Preferred  of which  latter  preferred
500,000 shares shall continue to be designated  Series A Class B Preferred,  the
designations,  preferences, terms and condition of all such stock (excepting the
number of shares  thereof  authorized  for  issuance) not being changed from its
present status at the date of this consent,  and such  corrections and amendment
may be filed in the form attached to and made a part of this consent,  copies of
which have been reviewed and approved by each of the  undersigned,  such actions
to take effect on the filing of an  information  statement with the SEC and such
other measures as shall be appropriate  and necessary to comply with  applicable
regulation.

IMPLEMENTATION

     RESOLVED,  that the proper  officers  of this  corporation  be and they are
hereby  authorized  and directed to do or cause to be done any and all such acts
and things and to execute  and deliver any and all such  further  documents  and
papers as they may deem  necessary or  appropriate to carry into effect the full
intent and purpose of the foregoing  resolutions and all referenced  resolutions
of this corporation's Board of Directors applicable thereto.

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