SYNERGY BRANDS INC.

                             CONSENT OF SHAREHOLDERS
                               IN LIEU OF MEETING

                                December 9, 2002

The undersigned being the holders of record as of December 1, 2002 of a majority
of the voting rights  outstanding  regarding the issued and outstanding stock of
Synergy Brands Inc., and being  authorized to cast such votes, do hereby consent
to and adopt the actions as set forth in the following resolutions:

RESOLVED,  that this  corporation  is  authorized  to  implement  a one for four
reverse  split  of its  outstanding  common  stock  as  further  described  in ,
implemented by and pursuant to the terms of the Certificate of Amendment to this
corporation's   Certificate  of   Incorporation   attached   hereto,   and  this
corporation's  Board of  Directors  by majority  vote shall and does hereby have
authority to choose to  implement  such split,  or to cancel such reverse  stock
split  entirely,  at any  time,  for any  reason,  prior  to the  filing  of and
resulting effectiveness of the Amendment as accepted by this corporation's Board
of  Directors,  PROVIDED  HOWEVER  that the choice to  implement  the  aforesaid
Amendment 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.

RESOLVED,  that this  corporation  is  authorized  to make a  Private  Placement
offering of part of its authorized  but yet unissued  common stock in the amount
of up to 600,000 shares at a subscription  price of no less than $2.50 per share
which  offering shall be made only to potential  investors,  preferably who have
previously  invested in the Company's  securities and who are therefor  familiar
with the Company, who qualify as "Accredited  Investors" as such term is defined
in Regulation D under the Securities  Act of 1933 as amended,  to the extent and
with such further  provisions as may be advisable and consented to by a majority
of the members of this corporation's Board of Directors.

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-5-