GALAXY NUTRITIONAL FOODS CO
SECURITIES PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>12
<FILENAME>ex1010-603.txt
<DESCRIPTION>SECURITIES PURCHASE AGREEMENT
<TEXT>
                       SECURITIES PURCHASE AGREEMENT

     THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May
21,  2003,  by  and  between Galaxy  Nutritional Foods,  Inc.,  a  Delaware
corporation,  with  its principal place of business at 2441  Viscount  Row,
Orlando,  FL 32809 (the "Company"), and Fred DeLuca, whose address  is  325
Bic Drive, Milford, CT 06460 (the "Buyer").

                          PRELIMINARY STATEMENTS

     A.   The Company has authorized the sale of a certain number of shares
of  the  Company's  common stock, par value $0.01 per  share  (the  "Common
Stock")  on  the  terms and subject to the conditions  set  forth  in  this
Agreement;

     B.   The Company and Buyer are executing and delivering this Agreement
in  reliance  upon the exemption from securities registration  afforded  by
Rule  506 under Regulation D ("Regulation D") as promulgated by the  United
States  Securities and Exchange Commission (the "SEC") under the Securities
Act of 1933, as amended (the "1933 Act");

      C.    Buyer wishes to purchase, in the amounts and upon the terms and
conditions stated in this Agreement, shares of Common Stock;

      D.    Upon  the closing of the transactions contemplated hereby,  the
parties hereto will execute and deliver a Registration Rights Agreement  in
substantially  the  form attached hereto as Exhibit  A  (the  "Registration
Rights  Agreement") pursuant to which the Company agrees to provide certain
registration  rights  under  the 1933 Act and  the  rules  and  regulations
promulgated thereunder, and applicable state securities laws; and

      E.   The Company intends to enter into other agreements substantially
in  the   form  of  this Agreement and Registration Rights  Agreement  with
certain  other buyers (the "Other Buyers") and expect to the  complete  the
sale  of  shares of Common Stock to them; however, the Buyer's  obligations
hereunder  are not expressly conditioned on the purchase by any or  all  of
the  Other Buyers of the Common Stock that they may agree to purchase  from
the Company.

      NOW,  THEREFORE,  in  consideration of the premises  and  the  mutual
covenants  contained herein and other good and valuable consideration,  the
receipt  and sufficiency of which are hereby acknowledged, the Company  and
the Buyer hereby agree as follows:

     1.   PREAMBLES; PURCHASE AND SALE OF COMMON STOCK; CLOSING

           a.    Preliminary Statements.  The above preliminary statements,
recitals, definitions, preamble and provisions are true and correct and are
incorporated herein as fully as if set forth herein.

           b.    Purchase  of  Common  Stock.  Subject  to  the  terms  and
conditions  set forth in this Agreement, the Company agrees  to  issue  and
sell to Buyer, and Buyer agrees to purchase from the Company such number of
shares  of  Common  Stock  (the "Securities") as  shall  be  determined  by
dividing the aggregate purchase price of $1,000,000 (the "Purchase  Price")
by  the  per share purchase price (with any fractional shares being rounded
up  to  the next whole share).  The per share purchase price shall be equal
to  the  lesser of (x) 95% of the average of the closing bid price  of  the
Common  Stock  on the Principal Market (as defined below) (as  reported  by
Bloomberg  L.P.)  for the Trading Days (as defined below) occurring  during
the  thirty  (30)  consecutive calendar days ending  on  the  calendar  day
immediately prior to the date of Closing (as defined below), or (y)  $1.80.
The term "Principal Market" shall mean the American Stock Exchange, the New
York  Stock  Exchange, the NASDAQ National Market, or the  NASDAQ  SmallCap
Market,  whichever is at the time the principal trading exchange or  market
for  the  Common Stock, based upon share volume, or if the Common Stock  is
not  traded  on  an  exchange  or market, the OTC  Bulletin  Board  or  its
successor (as of the date hereof the Principal Market is the American Stock
Exchange).   The  term "Trading Day" shall mean any day  during  which  the
Common  Stock is traded on the Principal Market.  The consummation  of  the
transaction  and the payment of the Purchase Price shall occur  at  Closing
(as defined below).

           c.    Escrow.   Within two (2) business days  following  Buyer's
execution of this Agreement, Buyer shall deliver to Gibralter Bank, F.S.B.,
as  escrow  agent ("Escrow Agent"), an amount equal to the  Purchase  Price
(the  "Escrow  Amount")  by wire transfer of immediately  available  United
States  Dollars in accordance with the instructions set forth in the Escrow
Agreement  dated as of the date hereof by and among the Company, Buyer  and
Escrow  Agent  (the  "Escrow  Agreement").  Escrow  Agent  shall  hold  and
disburse  the Escrow Amount in accordance with the terms and conditions  of
the Escrow Agreement.

           d.    The  Closing.  The closing ("Closing")  of  the  sale  and
purchase  of  the  Securities under this Agreement is contingent  upon  the
Company's repayment in full of the existing debt owed to (x) FINOVA Capital
Corporation  pursuant  to  that  certain Security  Agreement  dated  as  of
November  1,  1996,  as  amended,  and (y) FINOVA  Mezzanine  Capital  Inc.
pursuant to that certain Loan Agreement dated as of September 30, 1999,  as
amended (the "FINOVA Repayment").  The FINOVA Repayment shall be subject to
and  in  accordance  with the terms of the Escrow Agreement.   The  Closing
shall  take place at the offices of Baker & Hostetler LLP, 200 South Orange
Avenue, Suite 2300, SunTrust Center, Orlando, Florida 32801, as of the date
of  the  FINOVA  Repayment.  The consummation of the  transaction  and  the
payment of the Purchase Price shall occur at Closing, as follows:

                (i)   Release of Escrow Amount.  Escrow Agent shall release
the Escrow Amount as provided in the Escrow Agreement.

                (ii) Delivery of Stock Certificate(s).  Against payment  to
the  Company of the Purchase Price therefor, the Company shall  direct  its
stock  transfer  agent to deliver to Buyer one or more stock  certificates,
duly  executed on behalf of the Company, representing the Securities  being
purchased by Buyer, registered in the name of Buyer, such delivery to Buyer
to be made not later than five (5) business days after the Closing.

     2.   BUYER'S REPRESENTATIONS AND WARRANTIES

          Buyer represents and warrants to the Company that:

           a.    Investment Purpose.  The Securities are being acquired  by
Buyer  in  good  faith solely for its own account, for investment  purposes
only,  and are not being purchased for resale, resyndication, distribution,
subdivision  or  fractionalization  thereof;  Buyer  has  no  contract   or
arrangement with any person to sell, transfer or pledge to any  person  the
Securities or any part thereof, any interest therein or any rights thereto;
Buyer  has no present plans to enter into any such contract or arrangement;
and  Buyer understands that as a result it must bear the economic  risk  of
the investment for an indefinite period of time because the Securities have
not  been  registered under the 1933 Act, and, therefore,  cannot  be  sold
unless they are subsequently registered under the 1933 Act.

          b.     Accredited  Investor  Status.   Buyer  is  an  "accredited
investor" as that term is defined in Rule 501(a) of Regulation D.

          c.     Reliance  on  Exemptions.   Buyer  understands  that   the
Securities  are being offered and sold to it under the exemption  from  the
registration requirements of the United States federal and state securities
laws  and that the Company is relying upon the truth and accuracy  of,  and
Buyer's  compliance  with,  the  representations,  warranties,  agreements,
acknowledgments and understandings of Buyer set forth herein  in  order  to
determine the availability of such exemptions and the eligibility of  Buyer
to acquire the Securities.

          d.    Information.  Buyer understands and acknowledges that it is
purchasing  the Securities without being furnished any offering literature,
prospectus  or  other materials other than copies of the SEC Documents  (as
defined hereinbelow), that this transaction has not been scrutinized by the
SEC  or by any administrative agency charged with the administration of the
securities  laws  of  any  state, that all documents,  records  and  books,
pertaining to the Company, its business, finances and operations, and  this
investment  have  been  made  available to  Buyer,  and  its  advisors  and
representatives,  including  its  attorney,  its  accountant   and/or   its
purchaser  representative, and that the books and records  of  the  Company
will  be  available upon reasonable notice for inspection by  Buyer  during
reasonable  business hours at the Company's principal  place  of  business.
Buyer  and  its  advisors and representatives, including its attorney,  its
accountant  and/or its purchaser representative, if any, have reviewed  the
SEC  Documents  and been afforded the opportunity to ask questions  of  the
Company  and  have received complete and satisfactory answers to  any  such
inquiries.   Buyer  understands that its investment in  the  Securities  is
speculative and involves a high degree of risk of loss and that Buyer  must
be prepared to lose its entire investment in the Company.  Buyer has sought
such accounting, legal and tax advice, as it has considered necessary to an
informed  investment  decision  with respect  to  its  acquisition  of  the
Securities.  Buyer, or Buyer together with its purchaser representative, if
any,  have such knowledge and experience in financial and business  matters
that  it  and such representative are capable of evaluating the merits  and
risks  of  an  investment  in  the Securities and  of  making  an  informed
investment decision.

          e.    Governmental  Review.   Buyer understands  that  no  United
States  federal  or  state agency or any other government  or  governmental
agency  has approved or disapproved or passed on or made any recommendation
or  endorsement  of  the Securities or the fairness or suitability  of  the
investment  in  the Securities, nor have such authorities  passed  upon  or
endorsed  the merits of the offering of the Securities or the  accuracy  or
adequacy  of  any  of  the information provided by  the  Company  to  Buyer
regarding  the Company, the Securities or any other matter,  and  that  the
Company  is  relying  on  the truth and accuracy  of  the  representations,
declarations and warranties herein made by Buyer in offering the Securities
for sale to it without having first registered the same under the 1933 Act.

           f.    Transfer  or  Resale.  Buyer understands that,  except  as
provided in the Registration Rights Agreement, (i) the Securities have  not
been  and  are  not  being  registered under the  1933  Act  or  any  state
securities  laws,  and  may  not  be transferred  unless  (a)  subsequently
registered thereunder, or (b) Buyer shall have provided the Company with  a
statement  of  the circumstances surrounding the proposed  disposition  and
shall  have  delivered  to the Company an opinion  of  counsel,  reasonably
satisfactory in form, scope and substance to the Company, to the effect (1)
that  the  Securities to be sold or transferred may be sold or  transferred
pursuant  to  an exemption from such registration and (2) that  appropriate
action necessary for compliance with the 1933 Act has been taken; (ii)  any
sale of such Securities made in reliance on Rule 144 promulgated under  the
1933  Act  may be made only in accordance with the terms of said  Rule  and
further,  if  said  Rule is not applicable, any resale of  such  Securities
under  circumstances in which the seller (or the person  through  whom  the
sale  is  made) may be deemed to be an underwriter (as that term is defined
in the 1933 Act) may require compliance with some other exemption under the
1933  Act  or  the rules and regulations of the SEC thereunder;  and  (iii)
neither  the  Company  nor  any other person is  under  any  obligation  to
register such Securities under the 1933 Act or any state securities laws or
to comply with the terms and conditions of any exemption thereunder.

          g.    Legends.   Buyer  understands that the  stock  certificates
representing   the   Securities  shall  bear  a   restrictive   legend   in
substantially the following form (and a stop-transfer order shall be placed
against transfer of such stock certificates):

          THE   SECURITIES  REPRESENTED  HEREBY  HAVE  NOT   BEEN
          REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,   AS
          AMENDED.    THE  SECURITIES  HAVE  BEEN  ACQUIRED   FOR
          INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED,
          PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE
          REGISTRATION  STATEMENT FOR THE SECURITIES  UNDER  SAID
          ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY
          STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF
          COUNSEL,  REASONABLY SATISFACTORY IN  FORM,  SCOPE  AND
          SUBSTANCE  TO  THE  COMPANY, THAT REGISTRATION  IS  NOT
          REQUIRED UNDER SAID ACT OR THE SECURITIES ACT  OR  BLUE
          SKY  ACT  OF ANY STATE HAVING JURISDICTION WITH RESPECT
          THERETO.

          h.    Authorization;  Enforcement.  This  Agreement,  the  Escrow
Agreement and the Registration Rights Agreement have been duly and  validly
authorized,  executed and delivered on behalf of Buyer and  are  valid  and
binding  agreements of Buyer enforceable in accordance  with  their  terms,
subject  as  to  enforceability to general  principles  of  equity  and  to
bankruptcy,  insolvency, moratorium, and other similar laws  affecting  the
enforcement of creditors' rights generally.

          i.    Domicile.  If Buyer is an individual, Buyer is  a  resident
of,  or  if  Buyer  is an entity, Buyer's principal place  of  business  is
located in, the State of Connecticut.

          j.    Indemnification.  Buyer acknowledges that Buyer understands
the meaning and legal consequences of the representations and warranties in
this  Section  2, and that the Company has relied upon such representations
and  warranties, and Buyer hereby agrees to indemnify and hold harmless the
Company   and   its   officers,   directors,   shareholders,   agents   and
representatives  from  and  against any and all  claims,  demands,  losses,
damages,  expenses or liabilities (including attorneys'  fees)  due  to  or
arising   out   of,  directly  or  indirectly,  a  breach   of   any   such
representations or warranties.  Notwithstanding the foregoing, however,  no
representation, warranty, acknowledgment or agreement made herein by  Buyer
shall  in any manner be deemed to constitute a waiver of any rights granted
to such Buyer under federal or state securities laws.

          k.     Short  Position  and  Market  Purchases.   Buyer  is   not
purchasing the Securities for the purpose of covering any short position in
the Securities.

     3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company represents and warrants to Buyer that:

          a.     Organization  and  Qualification.   The   Company   is   a
corporation duly organized and existing in good standing under the laws  of
the  State  of Delaware, and has the requisite corporate power to  own  its
properties  and  to  carry  on its business as now  being  conducted.   The
Company is duly qualified as a foreign corporation to do business and is in
good  standing  in every jurisdiction in which the nature of  the  business
conducted by it makes such qualification necessary and where the failure so
to  qualify  would  have  a  material adverse  effect  on  the  operations,
properties  or  financial condition of the Company  taken  as  a  whole  (a
"Material Adverse Effect").

          b.     Authorization;  Enforcement.   (i)  The  Company  has  the
requisite  corporate  power and authority to enter into  and  perform  this
Agreement and the Registration Rights Agreement and to issue the Securities
in  accordance  with the terms hereof and thereof, (ii) the  execution  and
delivery  of  this Agreement and the Registration Rights Agreement  by  the
Company and the consummation by it of the transactions contemplated  hereby
have  been  duly  authorized by the Company's Board  of  Directors  and  no
further consent or authorization of the Company, its Board of Directors, or
its  stockholders  is required, (iii) this Agreement and  the  Registration
Rights Agreement have been duly executed and delivered by the Company,  and
(iv)  this  Agreement and the Registration Rights Agreement constitute  the
valid  and  binding  obligations  of the Company  enforceable  against  the
Company in accordance with its terms, except as such enforceability may  be
limited  by  applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation  or  similar  laws  relating to, or  affecting  generally,  the
enforcement  of  creditors'  rights and  remedies  or  by  other  equitable
principles of general application.

          c.    Capitalization.   As  of the date of  this  Agreement,  the
authorized  capital stock of the Company consists of (i) 85,000,000  shares
of Common Stock of which 12,761,685 shares were issued and outstanding, and
(ii)  1,000,000 shares of preferred stock, $.01 par value, of which 200,000
shares  have  been designated "Series A Preferred Stock," 57,384  of  which
were  issued  and  outstanding.  All of such outstanding shares  have  been
validly  issued and are fully paid and nonassessable.  Except as set  forth
in  the  SEC  Documents  (as defined herein) or in Schedule  3.c.  attached
hereto,  as  of  the  date of this Agreement (i) there are  no  outstanding
options,  warrants, scrip, rights to subscribe to, calls or commitments  of
any  character whatsoever relating to, or securities or rights  convertible
into,  any shares of capital stock of the Company, or arrangements by which
the  Company is or may become bound to issue additional shares  of  capital
stock  of  the  Company, and (ii) there are no agreements  or  arrangements
under  which the Company is obligated to register the sale of  any  of  its
securities  under  the  1933  Act other than  agreements  with  respect  to
securities which have been previously registered or are subject to  current
registration statements.

          d.    Issuance of Securities.  The Securities are duly authorized
and,  upon  issuance in accordance with the terms hereof, shall be  validly
issued,  fully paid and non-assessable, and free from all taxes, liens  and
charges with respect to the issue thereof.

          e.    No  Conflicts.  The execution, delivery and performance  of
this  Agreement by the Company and the consummation by the Company  of  the
transactions  contemplated hereby will not (i) result in any  violation  of
the Company's Certificate of Incorporation, as amended, as in effect on the
date hereof ("Certificate of Incorporation") or the Company's Bylaws, as in
effect  on  the  date  hereof (the "Bylaws")  or  (ii)  conflict  with,  or
constitute  a default (or an event which with notice or lapse  of  time  or
both  would  become  a  default) under, or give to  others  any  rights  of
termination,  amendment, acceleration or cancellation  of,  any  agreement,
indenture  or instrument to which the Company is a party, or  result  in  a
violation  of  any  law,  rule,  regulation,  order,  judgment  or   decree
(including federal and state securities laws and regulations) applicable to
the  Company or by which any property or asset of the Company is  bound  or
affected  (except  for such conflicts, defaults, terminations,  amendments,
accelerations,  cancellations and violations as would not, individually  or
in  the  aggregate, have a Material Adverse Effect).  The business  of  the
Company  is  not  being  conducted  in violation  of  any  law,  ordinance,
regulation of any governmental entity, except for possible violations which
either  singly  or in the aggregate do not have a Material Adverse  Effect.
Except  as  required under the 1933 Act and any applicable state securities
laws,  the Company is not required to obtain any consent, authorization  or
order  of,  or  make  any  filing  or  registration  with,  any  court   or
governmental agency in order for it to execute, deliver or perform  any  of
its obligations under this Agreement in accordance with the terms hereof.

          f.    Common Stock.  The Company has registered its Common  Stock
pursuant to Section 12(b) or (g) of the 1934 Act (as defined below) and  is
in full compliance with all reporting requirements of the 1934 Act, and the
Company is in compliance with all requirements for the continued listing or
quotation of its Common Stock, and such Common Stock is currently listed or
quoted  on,  the  Principal Market.  As of the date hereof,  the  Principal
Market  is the American Stock Exchange, and except as set forth in the  SEC
Documents,  the Company has not received any notice regarding, and  to  its
knowledge there is no threat of, the termination or discontinuance  of  the
eligibility of the Common Stock for such posting or listing.

          g.    SEC  Documents, Financial Statements.  During the Company's
last  two  (2) fiscal years, the Company has filed all reports,  schedules,
forms,  statements and other documents required to be filed by it with  the
SEC  pursuant to the reporting requirements of the Securities Exchange  Act
of  1934, as amended (the "1934 Act") (all of the foregoing filed prior  to
the  date hereof and all exhibits included therein and financial statements
and  schedules thereto and documents (other than exhibits) incorporated  by
reference  therein,  being  hereinafter referred  to  herein  as  the  "SEC
Documents").   The Company has delivered to Buyer true and complete  copies
of  the SEC Documents, except for such exhibits, schedules and incorporated
documents.   As  of  their respective dates, subject to,  with  respect  to
certain  SEC  Documents, the filing of an amendment to such SEC  Documents,
the  SEC  Documents complied in all material respects with the requirements
of  the  1934  Act  and  the rules and regulations of the  SEC  promulgated
thereunder  applicable to the SEC Documents, and none of the SEC Documents,
at the time they were filed with the SEC, contained any untrue statement of
a  material fact or omitted to state a material fact required to be  stated
therein  or necessary in order to make the statements therein, in light  of
the  circumstances under which they were made, not misleading.  As of their
respective dates, the financial statements of the Company included  in  the
SEC  Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the  SEC
with  respect  thereto.  Such financial statements have  been  prepared  in
accordance  with  generally  accepted accounting  principles,  consistently
applied,  during  the  periods involved (except (i)  as  may  be  otherwise
indicated in such financial statements or the notes thereto, or (ii) in the
case  of  unaudited  interim statements, to the  extent  they  may  exclude
footnotes or may be condensed or summary statements) and fairly present  in
all material respects the financial position of the Company as of the dates
thereof  and  the results of its operations and cash flows for the  periods
then  ended (subject, in the case of unaudited statements, to normal  year-
end  audit  adjustments). No other information provided by or on behalf  of
the  Company  to  Buyer and referred to in Section 2(d) of  this  Agreement
contains  any  untrue statement of a material fact or omits  to  state  any
material  fact  necessary in order to make the statements therein,  in  the
light  of  the  circumstance  under  which  they  are  or  were  made,  not
misleading.

          h.   No Material Adverse Change.  Since December 31, 2002, there
has not been any material adverse change in the Company's business, results
of operations, or financial condition, other than changes resulting from
general economic conditions or general economic trends, except as reflected
in the SEC Documents filed at least five (5) days prior to the date hereof.

          i.    Absence  of  Litigation. Except as  disclosed  in  the  SEC
Documents,  there is no action, suit, proceeding, inquiry or  investigation
before  or  by any court, public board or body pending or, to the knowledge
of  the  Company,  threatened against the Company, wherein  an  unfavorable
decision, ruling or finding would have a Material Adverse Effect  or  which
would  adversely affect the validity or enforceability of, or the authority
or  ability of the Company to perform its obligations under, this Agreement
or any of the documents contemplated herein.

     4.   COVENANTS

          a.   Form D.  The Company agrees to file a Form D with respect to
the Securities as required under Regulation D and to provide a copy thereof
to Buyer promptly after such filing.

          b.    Reporting Status.  Until the earlier of (i) the date as  of
which  Buyer  may sell all the Securities without restriction  pursuant  to
Rule 144(k) promulgated under the 1933 Act, or (ii) the date on which Buyer
has sold all of the Securities, the Company shall file all reports required
to  be  filed with the SEC pursuant to the 1934 Act, and the Company  shall
not  terminate its status as an issuer required to file reports  under  the
1934 Act even if the 1934 Act or the rules and regulations thereunder would
permit  such termination.  Buyer shall give notice to the Company  when  it
has sold all of the Securities.

          c.     Listing  of  Securities.   The  Company  shall  cause  the
Securities to be listed on the Principal Market prior to the Closing.

     5.   TRANSFER AGENT INSTRUCTIONS

          Buyer  acknowledges  that the Securities  shall  be  "restricted"
securities,  that the Stock Certificates shall bear the restrictive  legend
specified  in  Section  2(g)  of  this Agreement,  and  that  stop-transfer
instructions  have  been given by the Company to its  transfer  agent  with
respect  to the Securities.  If Buyer provides the Company with an  opinion
of  counsel,  reasonably satisfactory in form, scope and substance  to  the
Company, that registration of a resale by Buyer of any of the Securities is
not  required under the 1933 Act or any applicable state securities or blue
sky  laws, the Company shall permit the transfer and promptly instruct  its
transfer agent to issue one or more certificates in such name and  in  such
denominations as specified by Buyer.

     6.   TERMINATION

          a.   Termination.  This Agreement may be terminated as follows:

               (i)  at any time prior to Closing, by mutual written consent
of all of the parties to this Agreement, whereupon Buyer and the Company
shall deliver to Escrow Agent joint written instructions to release the
Escrow Amount to Buyer;

                (ii)  at  any  time after July 15, 2003, by Buyer,  if  the
Closing has not been effected on or prior to such date and if Buyer is  not
then in breach of any term of this Agreement, pursuant to written notice by
Buyer to the Company and the Escrow Agent; or

                (iii)      at any time after July 15, 2003, by the Company,
if  the  Closing  has not been effected on or prior to such  date,  if  the
Company  is  not then in breach of any term of this Agreement, pursuant  to
written notice by the Company to Buyer and the Escrow Agent.

           b.    Effect  of  Termination. All obligations  of  the  parties
hereunder  shall  cease  upon any termination  pursuant  to  Section  6.a.,
provided, however, that the provisions of Sections 6.c. and 7 hereof  shall
survive any termination of this Agreement.

           c.    Treatment  of  Escrow Amount Upon  Termination.   If  this
Agreement is terminated pursuant to its terms, the Escrow Amount  shall  be
treated as set forth in the Escrow Agreement.

     7.   GOVERNING LAW; MISCELLANEOUS

          a.    Governing  Law.  This Agreement shall be  governed  by  and
interpreted  in  accordance with the laws of the State of  Florida  without
regard to the principles of conflict of laws.

          b.   Counterparts.  This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and  the  same
agreement and shall become effective when counterparts have been signed  by
each  party  and delivered to the other party.  In the event any  signature
page is delivered by facsimile transmission, the party using such means  of
delivery shall cause three (3) additional original executed signature pages
to  be physically delivered to the other party within five (5) days of  the
execution and delivery hereof.

          c.     Headings.   The  headings  of  this  Agreement   are   for
convenience  of  reference  and shall not  form  part  of,  or  affect  the
interpretation of, this Agreement.

          d.    Severability.  If any provision of this Agreement shall  be
invalid   or   unenforceable  in  any  jurisdiction,  such  invalidity   or
unenforceability  shall not affect the validity or  enforceability  of  the
remainder  of  this  Agreement or the validity or  enforceability  of  this
Agreement in any other jurisdiction.

          e.    Entire  Agreement;  Amendments.   This  Agreement  and  the
instruments  referenced  herein contain the  entire  understanding  of  the
parties with respect to the matters covered herein and therein and,  except
as  specifically set forth herein or therein, neither the Company  nor  any
Buyer  makes  any  representation, warranty, covenant or  undertaking  with
respect  to such matters.  No provision of this Agreement may be waived  or
amended  other than by an instrument in writing signed by the party  to  be
charged with enforcement.

          f.    Notices.   Any notices required or permitted  to  be  given
under  the  terms  of  this Agreement shall be sent by  mail  or  delivered
personally  or  by  courier and shall be effective five  days  after  being
placed  in  the  mail, if mailed, certified or registered,  return  receipt
requested, or upon receipt, if delivered personally or by courier, in  each
case addressed to a party.  The addresses for such communications shall be:

If to the Company:  Galaxy Nutritional Foods, Inc.
               2441 Viscount Row
               Orlando, FL 32809
               Telephone: (407) 855-5500
               Telecopy: (407) 855-1099
               Attention: Mr. Christopher J. New

With a copy to:          Baker & Hostetler LLP
               200 South Orange Avenue
               Orlando, FL 32801
               Telephone: (407) 649-4000
               Telecopy: (407) 841-0168
               Attention: Jeffrey E. Decker, Esq.

If to Buyer:        Fred DeLuca
               325 Bic Drive
               Milford, CT 06460
               Attention:  David Worrell
               Telephone:  (203) 877-4281
               Telecopy:  (203) 876-6689

Each  party  shall  provide notice to the other  party  of  any  change  in
address.

          g.    Successors  and Assigns.  This Agreement shall  be  binding
upon  and  inure  to  the benefit of the parties and their  successors  and
assigns.  Neither the Company nor Buyer shall assign this Agreement or  any
rights  or obligations hereunder without the prior written consent  of  the
other  (which consent may be withheld for any reason in the sole discretion
of the party from whom consent is sought).

          h.    Third Party Beneficiaries.  This Agreement is intended  for
the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other person.

          i.    Survival.  The representations and warranties of the  Buyer
and  the Company contained in Sections 2 and 3, respectively, shall survive
the  Closing for a period of one (1) year thereafter, provided however that
the  representations and warranties of Buyer contained  in  Sections  2.a.,
2.b. and 2.h. shall survive the Closing indefinitely.

          k.    Publicity.  The Company and Buyer shall have the  right  to
approve  before issuance any press releases or any other public  statements
with  respect  to the transactions contemplated hereby; provided,  however,
that the Company shall be entitled, without the prior approval of Buyer, to
make  any  press release with respect to such transactions as  the  Company
determines is required by applicable law and regulations.

          l.    Further  Assurances.  Each party shall do and  perform,  or
cause to be done and performed, all such further acts and things, and shall
execute  and  deliver all such other agreements, certificates,  instruments
and  documents, as the other party may reasonably request in order to carry
out  the  intent  and  accomplish the purposes of this  Agreement  and  the
consummation of the transactions contemplated hereby.

           m.    Expenses.  Subject to a maximum of $5,000.00, the  Company
shall  pay the reasonable fees, expenses and disbursements of Buyer's legal
counsel   arising  in  connection  with  the  negotiation,  execution   and
consummation  of  this  Agreement, the Escrow Agreement,  the  Registration
Rights  Agreement and the agreements and transactions contemplated by  such
agreements.

                   [SIGNATURES APPEAR ON FOLLOWING PAGE]
     IN WITNESS WHEREOF, Buyer and the Company have caused this Securities
Purchase Agreement to be duly executed as of the date first written above.


                              "Company"

                              GALAXY NUTRITIONAL FOODS, INC.


                              By:  /s/ Christopher J. New
                                   ----------------------
                                   Christopher J. New
                                   Chief Executive Officer


                              "Buyer"



                              /s/ Fred DeLuca
                              ---------------------------
                              Fred DeLuca

</TEXT>
</DOCUMENT>
