LETTER OF TRANSMITTAL

AMERICAN STOCK TRANSFER & TRUST COMPANY
59 MAIDEN LANE
PLAZA LEVEL
NEW YORK, NY 10038

ATTN:  REORG. DEPT.

SYNERGY  BRANDS INC.  HAS  EFFECTED A  ONE-FOR-FOUR  REVERSE  STOCK SPLIT OF ITS
OUTSTANDING COMMON STOCK.

THE BELOW  NAMED  SYNERGY  BRANDS  INC.  SHAREHOLDER(S)  HEREBY  REQUEST(S)  THE
ISSUANCE OF A  REPLACEMENT  CERTIFICATE(S)  TO REFLECT THE REVERSE  SPLIT AND IS
ENCLOSING  THE  BELOW  NAMED   SHAREHOLDER'S(S)   SYNERGY   BRANDS  INC.   STOCK
CERTIFICATE(S).

ONE LETTER OF TRANSMITTAL SHALL BE SUBMITTED FOR EACH INDIVIDUAL SHAREHOLDER FOR
THE TOTAL  SHAREHOLDINGS OF THAT SHAREHOLDER.  BROKERAGE FIRMS AND OTHER PERSONS
OR  ENTITIES  HOLDING  SECURITIES  IN  THEIR  NAME ON  BEHALF  OF MORE  THAN ONE
SHAREHOLDER  ARE  CAUTIONED  TO  SUBMIT  ONE  LETTER  OF  TRANSMITTAL  FOR  EACH
SHAREHOLDER AS TO THE TOTAL SHAREHOLDINGS BEING HELD FOR THAT SHAREHOLDER.

________________________________________________________________________

1.NAME:__________________________   3. CERT NUMBER   NO. OF SHARES
                                    ________________ _________________
__________________________________  ________________ _________________
                                    ________________ _________________
SSN:______________________________  ________________ _________________
                                    ________________ _________________
2.ADDRESS:_______________________   ________________ _________________
                                    ________________ _________________
__________________________________  ________________ _________________

__________________________________  TOTAL            _________________

______________CHECK  IF THIS IS A CHANGE OF ADDRESS  (ATTACH  SEPARATE  SHEET IF
NECESSARY)

4.____________CHECK IF YOU HAVE MORE THAT ONE(1) CERTIFICATE AND YOU DO NOT WANT
ONE (1) COMBINED CERTIFICATE ISSUED IN YOUR NAME.

________________________________________________________________________
5.SPECIAL MAILING INSTRUCITONS:

TO: NAME:_____________________      ADRESS:_________________________

        ______________________             _________________________

                                           _________________________

___________________                        _________________________
DATE                                                     (SIGNATURE)

                                     -EX-6-



INSTRUCTIONS

1. ENTER YOUR  NAME(S) AS THEY APPEAR ON YOUR  PRESENT  CERTIFICATE(S)  AND YOUR
SOCIAL SECURITY NUMBER.

2. ENTER YOUR PRESENT ADDRESS AND CHECK THE BOX IF THIS IS A CHANGE OF ADDRESS.

3. ENTER  CERTIFICATE  NUMBER(S)  AND THE NUMBER OF SHARES  REPRESENTED  BY EACH
CERTIFICATE.  NOTE:  UNLESS THE BOX UNDER ITEM 3 IS CHECKED,  YOU WILL BE ISSUED
ONE (1) STOCK CERTIFICATE COMBINING ALL SHARES CURRENTLY HELD IN YOUR NAME.

4. UNDER THE SPECIAL  MAILING  ISNTRUCTIONS,  INDICATE THE ADDRESS YOU DESIRE TO
HAVE THE REPLACEMENT CERTIFICATE(S) MAILED TO: NOTE: PLEASE DO NOT COMPLETE THIS
SECTION  IF YOU  DESIRE  TO HAVE THE  CERTIFICATE(S)  RETURNED  TO YOUR  PRESENT
ADDRESS AS INDICATED IN ITEM NUMBER 2.

5. THERE IS NO NEED TO ENDORSE  YOUR  CERTIFICATE  AS THERE WILL BE NO CHANGE IN
TITLE.

6. ATTACH THE COMPLETED LETTER OF TRANSMITTAL TO YOUR CERTIFICATE(S) AND FORWARD
THEM TO AMERICAN STOCK TRANSFER & TRUST COMPANY, AT THE ADDRESS INDICATED ABOVE.

7. THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND STOCK  CERTIFICATE(S)
IS AT  THE  OPTION  OF THE  HOLDER.  WHEN  MAILING  YOUR  STOCK  CERTIFICATE(S),
REGISTERED MAIL IS SUGGESTED.

NOTE: THIS IS FOR  CERTIFICATE  EXCHANGE  PURPOSES ONLY.  REQUESTS FOR CHANGE OF
REGISTERED OWNER(S) WILL NOT BE ACCEPTED WITH THIS LETTER OF TRANSMITTAL.

                                     -EX-7-