AMENDMENT TO
                           CERTIFICATE OF DESIGNATION
                       PREFERENCES RIGHTS AND LIMITATIONS
                                       OF
                        CLASS B PREFERRED STOCK, SERIES A
                                       OF
                               SYNERGY BRANDS INC.
            AS PROVIDED IN THE RESTATED CERTIFICATE OF INCORPORATION

     SYNERGY  BRANDS INC., a  corporation  incorporated,  organized and existing
under the laws of the State of Delaware (the "Corporation"). does hereby certify
that  pursuant  to the  authority  conferred  on the Board of  Directors  of the
Corporation by the Certificate of Incorporation,  as amended, of the Corporation
and in accordance  with Sections 141 and 151 of the General  Corporation  Law of
the State of Delaware,  the Board of Directors  of the  Corporation  adopted the
following  resolution  increasing  the available  securities  and confirming the
preferences,  rights and limitations of this Corporation's authorized and issued
Series A Class B preferred stock which authority was conferred upon the Board of
Directors with shareholder approval upon initial establishment of such preferred
stock  in  accordance  with  the  provisions  of  Section  242  of  the  General
Corporation  Law of the State of Delaware (the "GCL") by  affirmative  vote of a
majority of the votes represented by outstanding stock entitled to vote thereon,
given in accordance  with the  provisions of Section 228 of the GCL with respect
to which action  written notice has been given as provided in Section 228 of the
GCL:

     RESOLVED, that pursuant to authority conferred on the Board of Directors of
this Corporation, it is hereby confirmed that the number of shares authorized to
be issued of the  previously  designated  Series A Class B  Preferred  Stock par
value $.001 per share of this  Corporation  are increased to 500,000  shares and
that dividends  which the holders are entitled to receive  regarding any and all
of such shares outstanding is hereby further confirmed to be based upon and paid
form the capital  surplus of this  Corporation,  both of which matters have been
previously  authorized by the Board of Directors of this Corporation but changes
in the relevant incorporation  documents have not been reflected in the Restated
Certificate of Incorporation filed for this Corporation on November 10, 2003 and
the record is to be clarified by this authorized  amendment and actions taken by
this Corporation previous hereto relying upon such amended provisions are hereby
ratified.

     IN WITNESS WHEREOF,  SYNERGY BRANDS INC., has caused this Certificate to be
signed on its behalf by Mair Faibish,  its Chief Executive Officer this 25th day
of March 2004.

                                           SYNERGY BRANDS INC.

                                           By_____________________
                                           Mair Faibish, CEO

                                      EX-4