GALAXY NUTRITIONAL FOODS CO
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>21
<FILENAME>ex1019-603.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
                       REGISTRATION RIGHTS AGREEMENT

          REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May
21,  2003,  by  and  between  Galaxy Nutritional Foods,  Inc.,  a  Delaware
corporation,  with  headquarters located at 2441  Viscount  Road,  Orlando,
Florida  32809 (the "Company"), and Ruggieri Financial Pension  Plan,  with
its  principal address at 9922 Lake Louise Drive, Windermere, FL 34786 (the
"Buyer").

                          PRELIMINARY STATEMENTS

     A.    In  connection  with the Securities Purchase  Agreement  by  and
between  the  parties  of  even  date herewith  (the  "Securities  Purchase
Agreement"),  the  Company has agreed, upon the terms and  subject  to  the
conditions of the Securities Purchase Agreement, to issue and sell  to  the
Buyer shares of the Company's common stock, par value $0.01 per share  (the
"Common Stock"); and

      B.    To  induce  the  Buyer to execute and  deliver  the  Securities
Purchase  Agreement, the Company has agreed to provide certain registration
rights  under  the Securities Act of 1933, as amended, and  the  rules  and
regulations thereunder, or any similar successor statute (collectively, the
"1933 Act"), and applicable state securities laws.

     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.   DEFINITIONS.

   a.      As  used in this Agreement, the following terms shall  have  the
following meanings:

                (i)   "Investor"  means  the Buyer and  any  transferee  or
assignee  thereof  who  agrees to become bound by the  provisions  of  this
Agreement in accordance with Section 9 hereof.

               (ii) "register," "registered," and "registration" refer to a
registration  effected by preparing and filing a Registration Statement  or
Statements in compliance with the 1933 Act and pursuant to Rule  415  under
the  1933 Act or any successor rule providing for offering securities on  a
continuous  basis  ("Rule  415"),  and  the  declaration  or  ordering   of
effectiveness   of  such  Registration  Statement  by  the  United   States
Securities and Exchange Commission (the "SEC").

                (iii)     "Registrable Securities" means the Securities (as
defined in the Securities Purchase Agreement).

                (iv)  "Registration Period" means the period commencing  on
the  date  on  which  the  Registration Statement filed  pursuant  to  this
Agreement  is declared effective by the SEC and expiring on the  date  that
(A)  the  Investor  may  sell  all  of the Registrable  Securities  without
restriction pursuant to Rule 144(k) promulgated under the 1933 Act, or  (B)
the Investor has sold all of the Registrable Securities.

               (v)  "Registration Statement" means a registration statement
of the Company under the 1933 Act.

           b.    Capitalized  terms used herein and not  otherwise  defined
herein  shall  have  the respective meanings set forth  in  the  Securities
Purchase Agreement.

     2.   REGISTRATION RIGHTS.

     a. Mandatory Registration. The Company shall prepare and file with the
SEC  a  Registration Statement on Form S-3 (or, if such form is unavailable
for  such  a  registration, on such other form as is available for  such  a
registration)  covering  the  resale of the  Registrable  Securities.   The
Registration Statement (and each amendment or supplement thereto) shall  be
provided  to  the  Buyer and its counsel no later than five  business  days
prior  to  its filing or other submission, and shall be subject to approval
by  Buyer  and  its  counsel  within such five business  day  period,  such
approval  not  to  be  unreasonably withheld.  The  Company  will  use  its
reasonable efforts to cause such Registration Statement to become effective
as  promptly  as practicable but not later than 180 days after Closing,  as
defined   in  the  Securities  Purchase  Agreement  (the  "Effective   Date
Deadline")). The Company shall notify the Investor in writing by  facsimile
transmission  or  email notice that such Registration  Statement  has  been
declared effective by the SEC promptly following the Company becoming aware
of such declaration by the SEC.

            b.    Registration  Default.   If  the  Registration  Statement
covering  the  Registrable Securities required to be filed by  the  Company
pursuant  to  Section 2.a. is not declared effective  by  the  SEC  by  the
Effective  Date Deadline, then the Company shall make the payments  to  the
Investor as provided in the next sentence as liquidated damages and not  as
a  penalty.  The amount to be paid by the Company to the Investor shall  be
determined as of each Computation Date (as defined below), and such  amount
shall be equal to 2.5% (the "Liquidated Damage Rate") of the product of (i)
the  per  share  purchase  price  of the Securities  under  the  Securities
Purchase  Agreement and (ii) the number of shares of Registrable Securities
then  held by the Investor, for the period from the Effective Date Deadline
to the first Computation Date, and for each 30-day period of any subsequent
Computation Dates thereafter, in each case calculated on a pro  rata  basis
to  the  date on which the Registration Statement is declared effective  by
the SEC (the "Periodic Amount").  The full Periodic Amount shall be paid by
the Company to the Investor by wire transfer of immediately available funds
within  three  business days after each Computation Date or three  business
days  after  the  date  on  which the Registration  Statement  is  declared
effective by the SEC, whichever occurs earlier.

     As  used in this Section 2.b., "Computation Date" means the date which
is  30  days  after  the Effective Date Deadline and, if  the  Registration
Statement  to  be  filed by the Company pursuant to Section  2(a)  has  not
theretofore been declared effective by the SEC, each date which is 30  days
after the previous Computation Date until such Registration Statement is so
declared effective.

           c.   Piggy-Back Registrations.  If at any time prior to filing a
Registration  Statement under this Agreement, the Company shall  file  with
the  SEC  a  Registration Statement relating to an  offering  for  its  own
account  or  the account of others under the 1933 Act of any of its  equity
securities  (other than on Form S-4 or Form S-8 or their  then  equivalents
relating  to equity securities to be issued solely in connection  with  any
acquisition  of  any  entity or business or equity securities  issuable  in
connection with stock option or other employee benefit plans), the  Company
shall  send  to the Investor who is entitled to registration  rights  under
this  Section  2 written notice of the intended filing of such Registration
Statement and, if within twenty (20) days after receipt of such notice, the
Investor  shall  so request in writing, the Company shall include  in  such
Registration  Statement all or any part of the Registrable  Securities  the
Investor requests to be registered, except that if, in connection with  any
underwritten  public offering for the account of the Company  the  managing
underwriter(s) thereof shall impose a limitation on the number of shares of
Common  Stock which may be included in the Registration Statement  because,
in  such underwriter(s)' judgment, marketing or other factors dictate  such
limitation is necessary to facilitate public distribution, then the Company
shall be obligated to include in such Registration Statement only a limited
portion  of  the Registrable Securities with respect to which the  Investor
has  requested  inclusion  hereunder, such  portion  to  be  determined  as
hereinafter  provided;  provided that no portion of the  equity  securities
which  the  Company  is  offering for its own account  shall  be  excluded;
provided, further that the Company shall be entitled to exclude Registrable
Securities to the extent necessary to avoid breaching obligations  existing
prior to the date hereof to other stockholders of the Company.  Subject  to
the  foregoing,  the  Company shall not exclude any Registrable  Securities
unless  the  Company  has  first excluded all outstanding  securities,  the
holders  of which are not entitled to inclusion of such securities in  such
Registration Statement or are not entitled to pro rata inclusion  with  the
Registrable  Securities,  and,  after  giving  effect  to  the  immediately
preceding clause, any exclusion of Registrable Securities shall be made pro
rata  with  holders of other securities having the right  to  include  such
securities  in the Registration Statement other than holders of  securities
entitled to inclusion of their securities in such Registration Statement by
reason of demand registration rights.  The obligations of the Company under
this Section 2 may be waived by the Investor.  If an offering in connection
with  which the Investor is entitled to registration under this Section  2.
is  an underwritten offering, then if the Investor's Registrable Securities
are  included  in  such Registration Statement the Investor  shall,  unless
otherwise agreed by the Company, offer and sell such Registrable Securities
in an underwritten offering using the same underwriter or underwriters and,
subject  to  the  provisions  of this Agreement,  on  the  same  terms  and
conditions  as  other shares of Common Stock included in such  underwritten
offering.

     3.   OBLIGATIONS OF THE COMPANY.

     In connection with the registration of the Registrable Securities, the
Company shall have the following obligations:

    a. A Registration Statement filed pursuant to this Agreement (including
any  amendments or supplements thereto and prospectuses contained  therein)
shall  not contain any untrue statement of a material fact or omit to state
a  material  fact required to be stated therein, or necessary to  make  the
statements therein, in light of the circumstances in which they were  made,
not misleading.

    b.      The Company shall prepare and file with the SEC such amendments
(including  post-effective amendments) and supplements to the  Registration
Statement  and  the  prospectus used in connection  with  the  Registration
Statement  as may be necessary to keep the Registration Statement effective
at  all  times during the Registration Period, and, during the Registration
Period,  comply  with the provisions of the 1933 Act with  respect  to  the
disposition  of  all Registrable Securities of the Company covered  by  the
Registration  Statement  until  such  time  as  all  of  such   Registrable
Securities have been disposed of in accordance with the intended methods of
disposition  by  the  seller  or  sellers  thereof  as  set  forth  in  the
Registration Statement.

          c.   The Company shall furnish to the Investor if its Registrable
Securities are included in the Registration Statement and its legal counsel
(i)  promptly  after  the same is prepared and publicly distributed,  filed
with  the  SEC,  or  received by the Company, one copy of the  Registration
Statement  and  any  amendment  thereto, each  preliminary  prospectus  and
prospectus  and each amendment or supplement thereto, and (ii) such  number
of  copies  of  a prospectus, including a preliminary prospectus,  and  all
amendments and supplements thereto and such other documents as the Investor
may  reasonably  request  in order to facilitate  the  disposition  of  the
Registrable Securities owned by the Investor.

          d.          As  promptly as practicable after becoming  aware  of
such  event, the Company shall notify the Investor of the happening of  any
event,  of  which  the  Company has knowledge, as a  result  of  which  the
prospectus  included  in the Registration Statement,  as  then  in  effect,
includes  an  untrue statement of a material fact or omission  to  state  a
material  fact  required  to be stated therein or  necessary  to  make  the
statements  therein, in light of the circumstances under  which  they  were
made,  not  misleading,  and use its best efforts  promptly  to  prepare  a
supplement  or  amendment  to the Registration Statement  to  correct  such
untrue  statement or omission, and deliver such number of  copies  of  such
supplement  or  amendment  to the Investor as the Investor  may  reasonably
request.

          e.     The  Company  shall use its best efforts  to  prevent  the
issuance  of  any  stop  order or other suspension of  effectiveness  of  a
Registration  Statement, and, if such an order is  issued,  to  obtain  the
withdrawal of such order at the earliest possible moment and to notify  the
Investor  if the Investor holds Registrable Securities being sold  (or,  in
the  event of an underwritten offering, the managing underwriters)  of  the
issuance of such order and the resolution thereof.

     f.    The Company shall hold in confidence and not make any disclosure
of  information concerning the Investor provided to the Company unless  (i)
the  Company  determines  disclosure of such information  is  necessary  to
comply  with federal or state securities laws, (ii) the disclosure of  such
information is necessary to avoid or correct a misstatement or omission  in
any  Registration  Statement,  (iii) the release  of  such  information  is
ordered pursuant to a subpoena or other final, non-appealable order from  a
court  or  governmental  body  of  competent  jurisdiction,  or  (iv)  such
information has been made generally available to the public other  than  by
disclosure in violation of this or any other agreement.  The Company agrees
that it shall, upon learning that disclosure of such information concerning
the  Investor is sought in or by a court or governmental body of  competent
jurisdiction or through other means, give prompt notice to the Investor and
allow  the  Investor,  at the Investor's expense, to undertake  appropriate
action to prevent disclosure of, or to obtain a protective order for,  such
information.

          g.         The Company shall use its best efforts to cause all the
Registrable Securities covered by the Registration Statement to  be  listed
on  the  American Stock Exchange and on each additional national securities
exchange  on  which securities of the same class or series  issued  by  the
Company  are  then  listed,  if  any, if the listing  of  such  Registrable
Securities is then permitted under the rules of such exchange.

          h.      The Company shall cooperate with the Investor if it holds
Registrable  Securities and the managing underwriter  or  underwriters,  if
any,  to  facilitate  the timely preparation and delivery  of  certificates
representing  the  Registrable Securities to be  offered  pursuant  to  the
Registration  Statement  and  enable  such  certificates  to  be  in   such
denominations  or amounts, as the case may be, as the managing  underwriter
or  underwriters,  if  any,  or the Investor  may  reasonably  request  and
registered  in  such names as the managing underwriter or underwriters,  if
any, or the Investor may request.

     4.   OBLIGATIONS OF THE INVESTOR.

     In connection with the registration of the Registrable Securities, the
Investor shall have the following obligations:

  a. It shall be a condition precedent to the obligations of the Company to
complete  the  registration  of Registrable  Securities  pursuant  to  this
Agreement  that the Investor shall furnish to the Company such  information
regarding  itself, the Registrable Securities held by it and  the  intended
method of disposition of the Registrable Securities held by it as shall  be
reasonably   required  to  effect  the  registration  of  such  Registrable
Securities  and  shall  execute  such documents  in  connection  with  such
registration as the Company may reasonably request.  At least five (5) days
prior  to  the first anticipated filing date of the Registration Statement,
the  Company  shall  notify  the Investor of the  information  the  Company
requires  from  the  Investor if the Investor elects to  have  any  of  the
Investor's Registrable Securities included in the Registration Statement.

          b.   The Investor by the Investor's acceptance of the Registrable
Securities agrees to cooperate with the Company as reasonably requested  by
the   Company  in  connection  with  the  preparation  and  filing  of  the
Registration  Statement  hereunder, unless the Investor  has  notified  the
Company  in  writing  of  the Investor's election to  exclude  all  of  the
Investor's Registrable Securities from the Registration Statement.

  c.  The Investor agrees that, upon receipt of any notice from the Company
of  the  happening of any event of the kind described in  Section  3(d)  or
3(e),  the Investor will immediately discontinue disposition of Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities  until the Investor's receipt of the copies of the  supplemented
or  amended  prospectus contemplated by Section 3(d) or  3(e)  and,  if  so
directed by the Company, the Investor shall deliver to the Company (at  the
expense  of  the  Company)  or  destroy  (and  deliver  to  the  Company  a
certificate of destruction) all copies in the Investor's possession, of the
prospectus  covering such Registrable Securities current  at  the  time  of
receipt of such notice.

          d.    The  Investor  may  not  participate  in  any  underwritten
registration  hereunder  unless  the  Investor  (i)  agrees  to  sell   the
Investor's Registrable Securities on the basis provided in any underwriting
arrangements,  (ii)  completes and executes all questionnaires,  powers  of
attorney,   indemnities,  underwriting  agreements  and   other   documents
reasonably  required  under  the  terms of such  underwriting  arrangements
(provided  that all such agreements and documents shall be in substantially
the  same  form  as  those executed by the Company and  the  other  selling
stockholders participating in such distribution), and (iii) agrees  to  pay
its pro rata share of all underwriting discounts and commissions.

          e.    The  Investor shall give notice to the Company when it  has
sold all of the Registrable Securities.

     5.   EXPENSES OF REGISTRATION.

      All  reasonable  expenses,  other  than  underwriting  discounts  and
commissions,  incurred  in  connection  with  registrations,   filings   or
qualifications pursuant to Sections 2 and 3, including, without limitation,
all  registration, listing and qualifications fees, printers and accounting
fees, the fees and disbursements of counsel for the Company, shall be borne
by  the  Company.   Notwithstanding the foregoing, the  Investor  shall  be
responsible  for  all  expenses, fees and disbursements  incurred  by  such
Investor or on such Investor's behalf, including all fees and disbursements
of counsel to the Investor.

     6.   INDEMNIFICATION.

     In the event any Registrable Securities are included in a Registration
Statement under this Agreement:

      a.   To the extent permitted by law, the Company will indemnify, hold
harmless and defend (i) the Investor who holds such Registrable Securities,
and  (ii) the directors, officers and each person who controls the Investor
within the meaning of the 1933 Act or the Securities Exchange Act of  1934,
as  amended  (the  "1934  Act"), if any, (each, an  "Indemnified  Person"),
against  any  losses, claims, damages, liabilities or  expenses  (joint  or
several)  (collectively, "Claims") to which any of them may become  subject
insofar  as  such Claims (or actions or proceedings, whether  commenced  or
threatened,  in respect thereof) arise out of or are based  upon:  (i)  any
untrue  statement  or  alleged untrue statement of a  material  fact  in  a
Registration  Statement  or the omission or alleged  omission  to  state  a
material  fact  therein  required to be stated or  necessary  to  make  the
statements  therein  not misleading, (ii) any untrue statement  or  alleged
untrue statement of a material fact contained in any preliminary prospectus
if  used  prior  to the effective date of such Registration  Statement,  or
contained  in  the  final prospectus (as amended or  supplemented,  if  the
Company files any amendment thereof or supplement thereto with the SEC)  or
the  omission  or  alleged  omission to state  therein  any  material  fact
necessary   to  make  the  statements  made  therein,  in  light   of   the
circumstances under which the statements therein were made, not misleading,
or (iii) any violation or alleged violation by the Company of the 1933 Act,
the  1934  Act,  any  other law, including, without limitation,  any  state
securities law, or any rule or regulation thereunder relating to the  offer
or  sale of the Registrable Securities pursuant to a Registration Statement
(the   matters   in  the  foregoing  clauses  (i)  through   (iii)   being,
collectively,  "Violations").  Subject to the  restrictions  set  forth  in
Section 6(d) with respect to the number of legal counsel, the Company shall
reimburse the Investor or controlling person, promptly as such expenses are
incurred  and  are due and payable, for any legal fees or other  reasonable
expenses incurred by them in connection with investigating or defending any
such Claim.  Notwithstanding anything to the contrary contained herein, the
indemnification  agreement contained in this Section 6(a):  (i)  shall  not
apply  to a Claim arising out of or based upon a Violation which occurs  in
reliance  upon and in conformity with information furnished in  writing  to
the  Company by any Indemnified Person expressly for use in connection with
the preparation of the Registration Statement or any such amendment thereof
or  supplement thereto, if such prospectus was timely made available by the
Company  pursuant  to  Section  3(c)  hereof;  (ii)  with  respect  to  any
preliminary  prospectus, shall not inure to the benefit of any such  person
from  whom  the  person asserting any such Claim purchased the  Registrable
Securities  that are the subject thereof (or to the benefit of  any  person
controlling  such person) if the untrue statement or omission  of  material
fact  contained  in  the  preliminary  prospectus  was  corrected  in   the
prospectus, as then amended or supplemented, if such prospectus was  timely
made  available by the Company pursuant to Section 3(c) hereof; (iii) shall
not  be  available to the extent such Claim is based on a  failure  of  the
Investor  to  deliver  or  to  cause to be delivered  the  prospectus  made
available  by  the  Company; and (iv) shall not apply to  amounts  paid  in
settlement  of any Claim if such settlement is effected without  the  prior
written  consent  of the Company, which consent shall not  be  unreasonably
withheld.   Such indemnity shall remain in full force and effect regardless
of  any  investigation made by or on behalf of the Indemnified  Person  and
shall  survive the transfer of the Registrable Securities by  the  Investor
pursuant to Section 9.

  b. In connection with any Registration Statement in which the Investor is
participating, the Investor agrees to indemnify, hold harmless and  defend,
to  the  same extent and in the same manner set forth in Section 6(a),  the
Company,  each  of  its  directors, each of  its  officers  who  signs  the
Registration  Statement,  each person, if any,  who  controls  the  Company
within the meaning of the 1933 Act or the 1934 Act, any underwriter and any
other stockholder selling securities pursuant to the Registration Statement
or  any  of  its  directors  or officers or any person  who  controls  such
stockholder or underwriter within the meaning of the 1933 Act or  the  1934
Act  (collectively and together with an indemnified Person, an "Indemnified
Party"),  against any Claim to which any of them may become subject,  under
the  1933 Act, the 1934 Act or otherwise, insofar as such Claim arises  out
of  or is based upon any Violation, in each case to the extent (and only to
the  extent) that such violation occurs in reliance upon and in  conformity
with written information furnished to the Company by the Investor expressly
for  use  in  connection with such Registration Statement or to the  extent
such Claim is based upon any violation or alleged violation by the Investor
of the 1933 Act, 1934 Act or any other law; and the Investor will reimburse
any  legal or other expenses reasonably incurred by them in connection with
investigating  or  defending any such Claim; provided,  however,  that  the
indemnity  agreement  contained in this Section 6(b)  shall  not  apply  to
amounts  paid  in  settlement of any Claim if such settlement  is  effected
without the prior written consent of the Investor, which consent shall  not
be  unreasonably  withheld; provided, further, however, that  the  Investor
shall be liable under this Section 6(b) for only that amount of a Claim  as
does not exceed the net proceeds to the Investor as a result of the sale of
Registrable  Securities  pursuant  to such  Registration  Statement.   Such
indemnity  shall  remain  in  full  force  and  effect  regardless  of  any
investigation  made  by or on behalf of such Indemnified  Party  and  shall
survive the transfer of the Registrable Securities by the Investor pursuant
to  Section  9. Notwithstanding anything to the contrary contained  herein,
the  indemnification agreement contained in this Section 6(b) with  respect
to  any  preliminary  prospectus shall not inure  to  the  benefit  of  any
Indemnified  Party  if the untrue statement or omission  of  material  fact
contained in the preliminary prospectus was corrected on a timely basis  in
the prospectus, as then amended or supplemented.

          c.    The  Company shall be entitled to receive indemnities  from
underwriters,  selling  brokers,  dealer managers  and  similar  securities
industry  professionals  participating in any  distribution,  to  the  same
extent  as  provided  above, with respect to information  such  persons  so
furnished  in  writing  by  such persons expressly  for  inclusion  in  the
Registration Statement.

  d.   Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 6 of notice of the commencement of any action (including
any  governmental  action), such Indemnified Person  or  Indemnified  Party
shall,  if  a  Claim in respect thereof is to made against any indemnifying
party  under  this Section 6, deliver to the indemnifying party  a  written
notice  of the commencement thereof, and the indemnifying party shall  have
the  right to participate in, and, to the extent the indemnifying party  so
desires,  jointly with any other indemnifying party similarly  noticed,  to
assume control of the defense thereof with counsel mutually satisfactory to
the indemnifying party and the Indemnified Person or the Indemnified Party,
as  the  case  may  be;  provided, however, that an Indemnified  Person  or
Indemnified Party shall have the right to retain its own counsel  with  the
fees  and  expenses  to  be  paid by the indemnifying  party,  if,  in  the
reasonable  opinion  of  counsel retained by the  indemnifying  party,  the
representation  by  such counsel of the Indemnified Person  or  Indemnified
Party  and  the indemnifying party would be inappropriate due to actual  or
potential   differing   interests  between  such  Indemnified   Person   or
Indemnified Party and any other party represented by such counsel  in  such
proceeding.   The  failure to deliver written notice  to  the  indemnifying
party within a reasonable time of the commencement of any such action shall
not  relieve  such indemnifying party of any liability to  the  Indemnified
Person or Indemnified Party under this Section 6, except to the extent that
the  indemnifying party is prejudiced in its ability to defend such action.
The  indemnification required by this Section 6 shall be made  by  periodic
payments  of  the amount thereof during the course of the investigation  or
defense, as such expense, loss, damage or liability is incurred and is  due
and payable.

     7.   CONTRIBUTION.

     To  the  extent  any  indemnification  by  an  indemnifying  party  is
prohibited  or limited by law, the indemnifying party agrees  to  make  the
maximum  contribution  with  respect to any  amounts  for  which  it  would
otherwise be liable under Section 6 to the fullest extent permitted by law;
provided,   however,  that  (i)  no  contribution  shall  be   made   under
circumstances   where   the  maker  would  not   have   been   liable   for
indemnification under the fault standards set forth in Section 6,  (ii)  no
seller  of  Registrable  Securities guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled  to
contribution from any seller of Registrable Securities who was  not  guilty
of  such fraudulent misrepresentation, and (iii) contribution by any seller
of  Registrable Securities shall be limited in amount to the net amount  of
proceeds  received  by  such  seller from  the  sale  of  such  Registrable
Securities.

     8.   REPORTS UNDER THE 1934 ACT.

     With  a view to making available to the Investor the benefits of  Rule
144  promulgated under the 1933 Act or any other similar rule or regulation
of  the SEC that may at any time permit the Investor to sell securities  of
the  Company  to the public without registration ("Rule 144"), the  Company
agrees to:

          a.   make and keep public information available, as those terms are
understood and defined in Rule 144;

  b.   file with the SEC in a timely manner all reports and other documents
required of the Company under the 1933 Act and the 1934 Act so long as  the
Company  remains  subject to such requirements (it  being  understood  that
nothing herein shall limit the Company's obligations under Section 4(c)  of
the Securities Purchase Agreement) and the filing of such reports and other
documents is required for the applicable provisions of Rule 144; and

      c.   furnish to the Investor so long as the Investor owns Registrable
Securities,  promptly upon request, (i) a written statement by the  Company
that  it has complied with the reporting requirements of Rule 144, the 1933
Act  and  the 1934 Act, (ii) a copy of the most recent annual or  quarterly
report of the Company and such other reports and documents so filed by  the
Company, and (iii) such other information as may be reasonably requested to
permit  the investors to sell such securities pursuant to Rule 144  without
registration.

     9.   ASSIGNMENT OF REGISTRATION RIGHTS.

     The  rights  to  have  the  Company  register  Registrable  Securities
pursuant  to  this  Agreement  shall be  automatically  assignable  by  the
Investors to any transferee of all or any portion of Registrable Securities
if:  (i) the Investor agrees in writing with the transferee or assignee  to
assign  such  rights,  and a copy of such agreement  is  furnished  to  the
Company promptly after such assignment, (ii) the Company is, promptly after
such  transfer or assignment, furnished with written notice of (a) the name
and  address  of  such transferee or assignee, and (b) the securities  with
respect  to  which  such  registration  rights  are  being  transferred  or
assigned,  (iii)  immediately following such  transfer  or  assignment  the
further  disposition of such securities by the transferee  or  assignee  is
restricted under the 1933 Act and applicable state securities laws, (iv) at
or  before the time the Company receives the written notice contemplated by
clause  (ii) of this sentence the transferee or assignee agrees in  writing
with the Company to be bound by all of the provisions contained herein, and
(v)  such  transfer shall have been made in accordance with the  applicable
requirements  of  the  Securities Purchase Agreement, and  applicable  law,
including federal and state securities laws.

     10.  AMENDMENT OF REGISTRATION RIGHTS.

     Provisions of this Agreement may be amended and the observance thereof
may  be  waived  (either generally or in a particular instance  and  either
retroactively  or  prospectively), only with the  written  consent  of  the
Company  and the Investor.  Any amendment or waiver effected in  accordance
with this Section 10 shall be binding upon the Investor and the Company.

     11.  MISCELLANEOUS.

   a. A person or entity is deemed to be a holder of Registrable Securities
whenever such person or entity owns of record such Registrable Securities.
If the Company receives conflicting instructions, notices or elections from
two or more persons or entities with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or
election received from the registered owner of such Registrable Securities.

   b. Any notices required or permitted to be given under the terms of this
Agreement shall be sent by registered or certified mail, return receipt
requested, or delivered personally or by courier and shall be effective
five days after being placed in the mail, if mailed, or upon receipt, if
delivered personally or by courier, in each case addressed to a party.  The
addresses for such communications shall be as set forth in the Securities
Purchase Agreement or, in respect of any party, at such other address of
which such party shall notify the other parties in writing.

      c.   Failure of any party to exercise any right or remedy under this
Agreement  or  otherwise, or delay by a party in exercising such  right  or
remedy, shall not operate as a waiver thereof.

      d.    This Agreement shall be enforced, governed by and construed in
accordance  with the laws of the State of Florida applicable to  agreements
made and to be performed entirely within such State.  In the event that any
provision  of  this  Agreement  is  invalid  or  unenforceable  under   any
applicable  statute  or rule of law, then such provision  shall  be  deemed
inoperative  to  the  extent that it may conflict therewith  and  shall  be
deemed modified to conform with such statute or rule of law.  Any provision
hereof  which  may prove invalid or unenforceable under any law  shall  not
affect the validity or enforceability of any other provision hereof.

     e. This Agreement and the Securities Purchase Agreement constitute the
entire  agreement  among  the parties hereto with respect  to  the  subject
matter hereof and thereof.  There are no restrictions, promises, warranties
or  undertakings,  other  than those set forth or referred  to  herein  and
therein.   This  Agreement and the Securities Purchase Agreement  supersede
all  prior  agreements  and understandings among the  parties  hereto  with
respect to the subject matter hereof and thereof.

   f. Subject to the requirements of Section 9 hereof, this Agreement shall
inure  to the benefit of and be binding upon the successors and assigns  of
each of the parties hereto.

   g.  The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.

          h.    This  Agreement  may be executed in two or  more  identical
counterparts, each of which shall be deemed an original but  all  of  which
shall constitute one and the same agreement.  This Agreement, once executed
by  a  party,  may  be  delivered to the other party  hereto  by  facsimile
transmission of a copy of this Agreement bearing the signature of the party
so delivering this Agreement.

          i.    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.

                   [SIGNATURES APPEAR ON FOLLOWING PAGE]

<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of day and year first above written.

                              "Company"

                              GALAXY NUTRITIONAL FOODS, INC.



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


                              "Buyer"

                              RUGGIERI FINANCIAL PENSION PLAN


                              By:  /s/ John Ruggieri
                                   -----------------
                                   John Ruggieri
                                   Administrator


</TEXT>
</DOCUMENT>
