SYNERGY BRANDS INC.


                        CONSENT OF MAJORITY SHAREHOLDERS
                               IN LIEU OF MEETING

                                     , 2001

The  undersigned  being the holders of record as of January , 2001 of a majority
of the  issued  and  outstanding  common  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 authorized to implement a reverse split of
its  outstanding  common  stock as further  described  in ,  implemented  by and
pursuant to the terms of any one of the four forms of  Certificate  of Amendment
to  this  corporation's   Certificate  of  Incorporation  attached  hereto,  the
difference  between each being the ratio of outstanding  stock to be surrendered
to one share to be issued therefor, and this corporation's Board of Directors by
majority  vote shall and does  hereby  have  authority  to choose  which of such
Amendments to implement,  by negating implementation of all others, or to cancel
such reverse stock split  entirely,  at any time,  for any reason,  prior to the
filing of and resulting  effectiveness of which of the Amendments may ultimately
be accepted by this corporation's Board of Directors,  PROVIDED HOWEVER that the
choice of  Amendments to be filed shall be made by this  corporation's  Board of
Directors and the filing of the chosen Amendment to effectuate the Reverse Split
shall be accomplished  within 60 days of the date of this Shareholders  Consent;
Otherwise  such  Amendment  shall require the further  approval of a majority of
this corporation's shareholders.

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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                                     -EX-8-