GALAXY NUTRITIONAL FOODS CO
LETTER FROM SOUTHTRUST BANK
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>3
<FILENAME>ex1025-1102.txt
<DESCRIPTION>LETTER FROM SOUTHTRUST BANK
<TEXT>
EXHIBIT 10.25

                                 SOUTHTRUST BANK
                              POST OFFICE BOX 2166
                             ORLANDO, FLORIDA 32802

                               September 27, 2002

ANGELO MORINI
GALAXY NUTRITIONAL FOODS, INC.,
a Delaware corporation
2441 Viscount Row
Orlando, Florida  32809

          Re: Renewal  Promissory Note (PROMISSORY NOTE) in the principal amount
          of  $10,000,000.00,  executed by GALAXY  NUTRITIONAL  FOODS,  INC.,  a
          Delaware  corporation,  f/k/a GALAXY FOODS COMPANY (BORROWER) in favor
          of   SouthTrust   Bank  (BANK),   as   guaranteed   by  ANGELO  MORINI
          ("GUARANTOR")

Dear  Mr. Morini:

     As you are aware, the Borrower has not made the principal payments, each in
the amount of $93,000.00 per month, that were due by the Borrower to the Bank on
the 10th day of the months of June, July, August and September of 2002, pursuant
to the terms of the above  referenced  Promissory  Note. It is my  understanding
that you have  requested  that the principal  payments that were due on the 10th
day of June,  July,  August and September of 2002 (the  "DEFERRED  PAYMENTS") be
deferred until the maturity date of the Promissory  Note. The Bank  acknowledges
that the interest payments have been made by Borrower to Bank in accordance with
the terms of the Promissory  Note, and shall continue to be due and owing by the
Borrower  in  accordance  with the terms of the  Promissory  Note.  The Bank has
agreed to defer the principal  payments,  in the amount of $93,000.00 each, that
were  due by  Borrower  to Bank on the  10th  day of  June,  July,  August,  and
September of 2002, until the maturity date of the Promissory Note, at which time
all then unpaid principal and interest, including the Deferred Payments shall be
due and payable in full. All other terms and  conditions of the Promissory  Note
not  modified  herein  shall  remain  unchanged  and in full  force and  effect,
including, but not limited to, the obligation of the Borrower to continue to pay
to the Bank monthly principal payments of $93,000.00 each, together with accrued
interest due pursuant to the terms of the Promissory Note, commencing on October
10,  2002,  and on the 10th day of each and  every  month  thereafter  until the
maturity date of the Promissory Note at which time all then unpaid principal and
interest shall be due and payable in full.


                                        Sincerely,

                                        SOUTHTRUST BANK

                                        By: /s/ Todd H. Banes
                                            -----------------
                                            TODD H. BANES
                                            Vice President

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</DOCUMENT>
