GALAXY NUTRITIONAL FOODS CO
PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>8
<FILENAME>ex1046-203.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>
                                 PROMISSORY NOTE


$12,772,200                                                        JUNE 15, 1999


     FOR VALUE RECEIVED, the undersigned, ANGELO S. MORINI (hereinafter referred
to as the "Maker"), hereby promises to pay to the order of GALAXY FOODS COMPANY,
a Delaware  corporation,  located at 2441 Viscount Row, Orlando,  Florida 32809,
its  successors  and  assigns  (hereinafter  referred  to as  the  "Payee")  the
principal  amount of TWELVE  MILLION  SEVEN  HUNDRED  SEVENTY-TWO  THOUSAND  TWO
HUNDRED  DOLLARS  ($12,772,200),  in  accordance  with  the  provisions  of this
Promissory Note ("Note").  Except upon the occurrence of an Event of Default, no
interest shall accrue on the principal balance hereof. All payments of this Note
shall be made in lawful  currency of the United States of America in immediately
available funds.

     This Note is given  pursuant to that  certain Loan  Agreement  entered into
between  the Maker and the Payee as of the date  hereof.  The  repayment  of the
outstanding  principal balance hereunder is to be secured by 2,571,429 shares of
the common stock, par value $.01, of Payee issued to Morini Investments  Limited
Partnership  and represented by certificate  number ____ (the "Galaxy  Shares").
Such  security  interest is described  more  particularly  in that certain Stock
Pledge  Agreement  entered  into  between the Maker and the Payee as of the date
hereof.  All terms not defined herein shall have the meaning ascribed to them in
the Loan Agreement.

     The outstanding principal amount of this Note shall be paid in full on that
date which is seven (7) years  subsequent  to the date first  written above (the
"Maturity  Date").  This  Note may be  prepaid  at any time in whole or in part,
without  penalty,  at any time.  No  partial  prepayment  shall  excuse or defer
Maker's subsequent payment obligations.

     The Maker shall be in default hereunder in the event the entire outstanding
principal amount hereunder is not paid in full by the Maturity Date. An Event of
Default under either the Loan Agreement or the Stock Pledge Agreement shall also
be considered an Event of Default hereunder. Upon the occurrence of any Event of
Default,  the outstanding  principal  amount of this Note shall  thereafter bear
interest at the rate of ten percent  (10%) per annum until all such  amounts are
paid in full.  The holder of this Note shall further have the rights with regard
to the Galaxy  Shares as provided  in the Loan  Agreement  and the Stock  Pledge
Agreement.

     Nothing  contained  herein  shall be  construed or so operate as to require
Maker,  or any person  liable for the payment of the loan made  pursuant to this
Note,  to pay  interest in an amount or at a rate  greater than the highest rate
permissible  under  applicable  law as  amended  from time to time.  Should  any
interest or other charges paid by Maker,  or any party liable for the payment of
the loan made  pursuant to this Note,  result in the  computation  or earning of
interest in excess of the highest rate  permissible  under  applicable law, then
any and all such excess shall be and the same is hereby waived by the Payee,  it
being the intent of the parties hereto that under no  circumstances  shall Maker
or any party  liable for the  payment of the loan  hereunder  be required to pay
interest in excess of the  highest  rate  permissible  under  applicable  law as
amended from time to time.

     Notwithstanding  anything to the contrary contained herein, the Payee shall
have no recourse  against the Maker with regard to the collection of any amounts
due or accrued  hereunder.  Payee's  sole  recourse  for the  collection  of the
indebtedness  described  herein shall be the Galaxy  Shares  and/or the proceeds
from the sale thereof.

<PAGE>

     No act of  omission  or  commission  of the holder of this Note,  including
specifically any failure to exercise any right,  remedy or recourse,  shall be a
waiver of any  right,  remedy or  recourse  unless in writing  executed  by such
holder,  and then only to the extent  specifically  recited therein. A waiver or
release with reference to one event shall not be construed as  continuing,  as a
bar to, or as a waiver or release of any subsequent right, remedy or recourse as
to any subsequent event.

     This Note may not be changed, altered, modified, or terminated except by an
agreement or  discharge in writing  signed by the Payee and the party who is the
owner and holder of this Note at the time enforcement of any change, alteration,
modification, or discharge is sought.

     This  Note  may be  transferred  only at the  office  of the  Payee  by the
surrender  hereof  for  cancellation,  and upon the  payment of any stamp tax or
other  governmental  charge  connected  with  the  transfer.  If  this  Note  is
transferred,  a new note of like tenor, date and maturity shall be issued to the
transferee.

     This Note shall be construed and enforced in accordance with Florida law.


                                                  MAKER:

                                                  /s/ Angelo S. Morini
                                                  -------------------------
                                                  ANGELO S. MORINI

                                       2
<PAGE>

</TEXT>
</DOCUMENT>
