SYNERGY BRANDS INC.
                                STATE OF DELAWARE
                            CERTIFICATE OF CORRECTION

Synergy Brands Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

1. The name of the corporation is Synergy Brands Inc.

2. That a Certificate of Amendment to Certificate of Incorporation  was filed by
the  Secretary  of  State of  Delaware  on  September  14,  2004  and that  said
Certificate  requires  correction  as  permitted  by Section  103 of the General
Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate to be corrected is as follows:

The  Amendment  remains  unchanged  as to the  number  of  shares  of stock  the
corporation  is  authorized  to issue and into what  amounts as  between  common
stock,  Class A  Preferred  Stock and Class B  Preferred  Stock such  authorized
shares  are  divided  but  the  reference  to the  status  of the  corporation's
authorized  stock  prior to this  amendment  lowering  the  number of shares was
incorrectly  stated.  Otherwise the referenced  amendment reducing the number of
shares the corporation  has authority to issue to 6,000,000  shares divided into
5,000,000  shares of common stock,  par value $.001,  100,000  stares of Class A
Preferred  Stock,  par  value  $.001 per  share  and  900,000  shares of Class B
Preferred  Stock par value  $.001 per  share of which  Class B  Preferred  Stock
500,000 shares are designated as Series A Class A Preferred,  with  preferences,
rights and limitations as previously filed has been and is hereby confirmed.

4. Article FIRST of the Certificate is corrected to read as follows:

(i) Amend the second paragraph therein to read as follows:

RESOLVED:  that this  corporation  shall and is hereby  authorized  to amend its
Certificate  of  Incorporation  to  decrease  the  amount  of  authorized  stock
available to be issued by this  corporation  from 15,000,000  shares of stock to
6,000,000 shares of stock divided into 5,000,000 shares of Common Stock, 100,000
shares of Class A Preferred  Stock and 900,000 shares of Class B Preferred Stock
of which Class B Preferred  Stock 500,000 shares shall continue to be designated
Series A Class B Preferred, the designations,  relative rights, preferences, and
other  terms  of  such  securities  not to  change  (except  for the  amount  of
authorized  shares  thereof)  from that in  existence  at the date  hereof,  the
intended  purpose  of  such  amendment  being  to  allow a more  manageable  tax
structure for this Corporation.

(ii) Amend  reference  to prior  Article  FOURTH in sub  paragraph  2 to read as
follows:

2. Changing the paragraph in article numbered FOURTH which now reads.

"The  15,000,000  authorized  shares  shall be divided  into  14,000,000  common
shares,  par value $.001 per share,  100,000 Class A Preferred  Stock, par value
$.001 per share and 900,000 Class B Preferred Stock par value $.001 per share"

(iii) eliminate sub paragraph 3 as now unnecessary

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
Mair Faibish, an Authorized Officer, this day of January, A.D. 2005.

By:     /s/ Mair Faibish
------------------------
Name:   Mair  Faibish
Title:  Chief Executive Officer