THIS WARRANT AND THE  SECURITIES  ISSUABLE UPON THE EXERCISE  HEREOF
      HAVE  NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
      AMENDED (THE  "SECURITIES  ACT"), OR ANY APPLICABLE STATE SECURITIES
      LAWS AND MAY NOT BE SOLD,  OFFERED  FOR  SALE,  MORTGAGED,  PLEDGED,
      HYPOTHECATED  OR  OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT TO (A) AN
      EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT AND ANY
      APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION THEREFROM AND,
      IF REQUESTED BY THE COMPANY,  THE COMPANY HAS RECEIVED AN OPINION OF
      COUNSEL  SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE TRANSFER
      IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND
      APPLICABLE STATE SECURITIES LAWS.

      THIS  WARRANT  IS  SUBJECT  TO THE  PROVISIONS  OF A  NOTE  PURCHASE
      AGREEMENT,  INCLUDING  THEREIN CERTAIN  RESTRICTIONS ON TRANSFER.  A
      COMPLETE  AND  CORRECT  COPY  OF SUCH  AGREEMENT  IS  AVAILABLE  FOR
      INSPECTION  AT THE  PRINCIPAL  OFFICE  OF THE  COMPANY  AND  WILL BE
      FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

                         WARRANT TO PURCHASE SECURITIES
                                       OF
                         GALAXY NUTRITIONAL FOODS, INC.

                            Void after July 19, 2009

      This Warrant is issued to Frederick A. DeLuca,  or his registered  assigns
(the "Holder") by Galaxy Nutritional  Foods,  Inc., a Delaware  corporation (the
"Company"),  as of July 19, 2006 (the  "Warrant  Issue  Date").  This Warrant is
issued  pursuant to the terms of a Note Purchase  Agreement dated as of July 19,
2006 (the "Purchase  Agreement") in connection  with a loan by the Holder to the
Company.  Capitalized terms used herein, but not otherwise  defined,  shall have
the meaning ascribed to them in the Purchase Agreement.

            1.  Number of Shares  Subject to  Warrant.  Subject to the terms and
conditions hereinafter set forth, the Holder is entitled, upon surrender of this
Warrant at the principal office of the Company, to purchase from the Company, at
a price equal to the Exercise  Price (as defined in Section 2 below),  shares of
the Warrant Stock.

      For purposes of this Warrant:

                  (A) "Common  Stock"  shall mean the  Company's  common  stock,
$0.01 par value.

                  (B) "Expiration Date" shall mean July 19, 2009.

<PAGE>

                  (C) "Warrant Stock" shall mean Two Hundred Thousand  (200,000)
shares of the  Company's  Common  Stock,  subject to  adjustment as described in
Section 7 below.

                  (D) "Shares" shall mean fully paid and  non-assessable  shares
of Common Stock.

            2. Exercise Price. The per share purchase price for the Shares shall
be thirty five cents (.35) (the "Exercise  Price").  The Exercise Price shall be
subject to adjustment pursuant to Section 7 hereof.

            3. Exercise Period.  Except as otherwise  provided for herein,  this
Warrant shall be exercisable,  in whole or in part, at any time and from time to
time after the Warrant Issue Date.  From and after 5:00 p.m.,  Orlando,  Florida
time, on the Expiration Date, all Warrants  evidenced hereby shall thereafter be
void and of no  further  force and  effect.  Whether or not  surrendered  to the
Company by the Holder, this Warrant shall be deemed canceled upon the expiration
hereof.

            4. Method of Exercise.  While this Warrant  remains  outstanding and
exercisable  in  accordance  with Section 3 hereof,  the purchase  rights hereby
represented may be exercised in whole or in part, at the election of the Holder,
by the tender of the  Notice of  Exercise  in  substantially  the form  attached
hereto as Exhibit A and the surrender of this Warrant at the principal office of
the Company and by the payment to the Company in cash, by check, cancellation of
indebtedness  or other form of payment  acceptable to the Company,  of an amount
equal to the then applicable  Exercise Price  multiplied by the number of Shares
then being purchased.

            5. Certificates for Shares. Upon the exercise of the purchase rights
evidenced by this Warrant,  one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable  thereafter  (with  appropriate
restrictive legends, as applicable), but in no event more than five (5) business
days following the exercise of this Warrant.

            6. Issuance of Shares.  The Company  hereby  covenants  that it will
duly and validly  reserve  shares of Common Stock for issuance  upon exercise of
this  Warrant.  The Company  covenants  that the Shares of Warrant  Stock,  when
issued  pursuant  to the  exercise  of this  Warrant,  will be duly and  validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges
with  respect  to the  issuance  thereof.  The Shares of  Warrant  Stock  issued
hereunder  shall have the same rights and  obligations  pertaining  to the other
shares of Common Stock issued previously by the Company.

            7. Adjustment of Exercise Price and Number of Shares.  The number of
and  kind of  securities  purchasable  upon  exercise  of this  Warrant  and the
Exercise Price shall be subject to adjustment from time to time as follows:

                  (a)  Subdivisions,  Combinations and Other  Issuances.  If the
Company  shall at any time prior to the exercise or  expiration  of this Warrant
subdivide  its Common  Stock,  by split-up or  otherwise,  or combine its Common
Stock, or issue additional Common Stock as a dividend with respect to any of its
Common  Stock,  the number of Shares  issuable on the  exercise of this  Warrant
shall  forthwith be  proportionately  increased in the case of a subdivision  or
stock  dividend,  or  proportionately  decreased  in the case of a  combination.
Appropriate  adjustments shall also be made to the Exercise Price, provided that
the aggregate  Exercise  Price payable  hereunder for the total number of Shares
purchasable  under  this  Warrant  (as  adjusted)  shall  remain  the same.  Any
adjustment  under this  Section  7(a)  shall  become  effective  at the close of
business on the date the subdivision or combination becomes effective,  or as of
the record date of such dividend,  or in the event that no record date is fixed,
upon the making of such dividend.


                                      -2-
<PAGE>

                  (b) Reclassification, Reorganization and Consolidation. In the
event of any corporate reclassification, capital reorganization,  consolidation,
spin-off or change in the Common Stock of the Company (other than as a result of
a  subdivision,  combination,  or dividend  provided for in Section 7(a) above),
then, as a condition of such event,  lawful  provision  shall be made,  and duly
executed  documents  evidencing the same from the Company or its successor shall
be delivered to the Holder,  so that the Holder shall have the right at any time
prior to the  expiration of this Warrant to purchase,  at a total price equal to
that payable upon the exercise of this Warrant, the kind and amount of shares of
stock and/or other  securities and property  receivable in connection  with such
event by a holder of the same number of shares for which this Warrant could have
been exercised  immediately  prior to such event.  In any such case  appropriate
provisions  shall be made with  respect to the rights and interest of the Holder
so that the provisions hereof shall thereafter be applicable with respect to any
shares of stock or other  securities  and  property  deliverable  upon  exercise
hereof,  and  appropriate  adjustments  shall  be  made to the  Exercise  Price,
provided  that the  aggregate  exercise  price  payable  hereunder for the total
number of Shares  purchasable  under this Warrant (as adjusted) shall remain the
same.

                  (c)  Adjustment to Number of Shares.  Upon each  adjustment of
the Exercise  Price,  the number of Shares issuable upon exercise of the Warrant
shall be increased  to equal the  quotient  obtained by dividing (x) the product
resulting from  multiplying  (i) the number of Shares  issuable upon exercise of
the Warrant,  and (ii) the Exercise Price, in each case as in effect immediately
before such adjustment by (y) the adjusted Exercise Price.

                  (d) Notice of  Adjustment.  When any adjustment is required to
be made to the  Exercise  Price or in the  number or kind of Shares  purchasable
upon exercise of the Warrant,  the Company shall  promptly  notify the Holder of
such  event  and of the  adjusted  Exercise  Price or  number of Shares or other
securities or property thereafter purchasable upon exercise of this Warrant.

            8. Assumption of Warrant. If at any time, while this Warrant, or any
portion  thereof,  is outstanding and unexpired there shall be an acquisition of
the  Company  by  another  entity  by  means  of  a  merger,  reorganization  or
consolidation of the Company or any other transaction in which the owners of the
Company's  outstanding  voting power  immediately prior to such transaction own,
directly or  indirectly,  less than 51% of the voting power of the  resulting or
surviving  entity  immediately upon completion of such  transaction,  then, as a
part of such  acquisition,  lawful  provision  shall be made so that the  Holder
shall  thereafter be entitled to receive upon  exercise of this Warrant,  during
the period  specified  herein and upon payment of the aggregate  Exercise  Price
then in effect, the number of shares of stock or other securities or property of
the successor  corporation resulting from such acquisition which a holder of the
Shares  deliverable  upon  exercise of this Warrant  would have been entitled to
receive in such  acquisition  if this  Warrant  had been  exercised  immediately
before such acquisition.


                                      -3-
<PAGE>

            9. No  Fractional  Shares or Scrip.  No  fractional  Shares or scrip
representing  fractional  Shares  shall  be  issued  upon the  exercise  of this
Warrant,  but in lieu of any  fractional  Share the  Company  shall  make a cash
payment  therefor on the basis of the closing  sale price of the Common Stock on
the AMEX Stock Exchange (or any successor  exchange or quotation system on which
the Common Stock is listed or quoted) on the date of exercise.

            10. No Shareholder  Rights.  Prior to exercise of this Warrant,  the
Holder shall not be entitled to any rights of a shareholder  with respect to the
Shares of Warrant Stock,  including (without  limitation) the right to vote such
Shares,  receive dividends or other distributions  thereon,  exercise preemptive
rights or be  notified of  shareholder  meetings,  and such Holder  shall not be
entitled to any notice or other communication concerning the business or affairs
of the Company. However, nothing in this Section 10 shall limit the right of the
Holder to be provided the notices required under this Warrant.

            11.  Compliance With Securities Act;  Transferability  of Warrant or
Shares.

                  (a) Compliance With Securities Act. The Holder,  by acceptance
hereof,  agrees that this Warrant, and the Shares issuable upon exercise of this
Warrant,  are being acquired for investment and that such Holder will not offer,
sell or otherwise dispose of this Warrant,  or any Shares issuable upon exercise
of this Warrant, except under circumstances which will not result in a violation
of the Securities Act, or any applicable state securities laws. This Warrant and
all Shares issued upon  exercise of this Warrant  (unless  registered  under the
Securities Act and any  applicable  state  securities  laws) shall be stamped or
imprinted with a legend in substantially the following form:

      "THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR ANY APPLICABLE STATE
      SECURITIES  LAW AND MAY NOT BE SOLD,  OFFERED  FOR SALE,  MORTGAGED,
      PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
      EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT AND ANY
      APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM, AND, IF
      REQUESTED  BY THE  COMPANY,  THE COMPANY HAS  RECEIVED AN OPINION OF
      COUNSEL SATISFACTORY TO THE COMPANY TO THAT EFFECT. THESE SECURITIES
      HAVE  BEEN  ACQUIRED  FOR   INVESTMENT   AND  NOT  WITH  A  VIEW  TO
      DISTRIBUTION OR RESALE."

                  (b)  Transferability.  Subject to compliance  with  applicable
federal and state  securities  laws,  this Warrant and all rights  hereunder are
transferable  in whole or in part by the  Holder to any  person  or entity  upon
written  notice to the Company.  The transfer  shall be recorded on the books of
the Company upon the surrender of this Warrant,  properly  endorsed for transfer
by delivery of an Assignment Form in  substantially  the form attached hereto as
Exhibit B, to the Company at the address set forth in Section 15 hereof, and the
payment to the  Company of all  transfer  taxes and other  governmental  charges
imposed on such transfer. In the event of a partial transfer,  the Company shall
issue to the holders one or more appropriate new warrants.


                                      -4-
<PAGE>

            12. Restricted Securities.  The Holder understands that this Warrant
and the Shares issuable upon exercise of this Warrant,  may not be registered at
the time of their issuance under the Securities Act for the reason that the sale
provided for herein and in the Purchase  Agreement is exempt pursuant to Section
4(2) of the Securities Act based on the  representations of the Holder set forth
herein  and  in  the  Purchase  Agreement.  The  Holder  represents  that  it is
experienced in evaluating  companies such as the Company, has such knowledge and
experience in financial and business  matters as to be capable of evaluating the
merits and risks of its investment, and has the ability to suffer the total loss
of the investment. The Holder further represents that it has had the opportunity
to ask questions of and receive  answers from the Company  concerning  the terms
and  conditions  of this  Warrant,  the business of the  Company,  and to obtain
additional  information  to  such  Holder's  satisfaction.  The  Holder  further
represents that it is an "accredited  investor" within the meaning of Regulation
D under  the  Securities  Act,  as  presently  in  effect.  The  Holder  further
represents that this Warrant is being acquired for the account of the Holder for
investment only and not with a view to, or with any intention of, a distribution
or  resale  thereof,  in  whole or in part,  or the  grant of any  participation
therein.

            13. Successors and Assigns. The terms and provisions of this Warrant
shall inure to the benefit of, and be binding upon,  the Company and the Holders
hereof and their respective permitted successors and assigns.

            14. Amendments and Waivers.  Any term of this Warrant may be amended
and the observance of any term of this Warrant may be waived  (either  generally
or in a particular instance and either retroactively or prospectively), with the
written consent of the Company and the Holder.

            15. Notices. All notices required under this Warrant shall be deemed
to have been given or made for all purposes  (i) upon  personal  delivery,  (ii)
upon  confirmation  receipt that the  communication was successfully sent to the
applicable  number if sent by  facsimile,  (iii) one day after being sent,  when
sent by  professional  overnight  courier  service,  or (iv) three business days
after posting when sent by registered or certified  mail.  Notices shall be sent
to the addresses set forth in the Purchase Agreement.

            16.  Captions.  The section and subsection  headings of this Warrant
are  inserted  for  convenience  only and  shall not  constitute  a part of this
Warrant in construing or interpreting any provision hereof.

            17. Governing Law. This Warrant shall be governed by the laws of the
State of Florida,  without  regard to the choice or conflict of laws  principles
thereof.

                                   *    *    *


                                      -5-
<PAGE>

                  IN WITNESS  WHEREOF,  the undersigned have caused this Warrant
to be duly executed as of the date first set forth above.

                                     COMPANY

                                     GALAXY NUTRITIONAL FOODS, INC.


                                     By:      /s/ Michael E. Broll
                                        ----------------------------------------
                                          Michael E. Broll
                                          Chief Executive Officer


                                     HOLDER


                                     /s/ Frederick A. DeLuca
                                     -------------------------------------------
                                     Frederick A. DeLuca


                                      -6-
<PAGE>

                                    EXHIBIT A

                               NOTICE OF EXERCISE

To:      Galaxy Nutritional Foods, Inc.
         2441 Viscount Row
         Orlando, Florida 32809

                           The  undersigned hereby  elects to  [check applicable
subsection]:

                           (a)       Purchase ___________ Shares  (as defined in
------------------                   the    attached    Warrant)    of    Galaxy
                                     Nutritional Foods,  Inc.,  pursuant  to the
                                     terms of the attached  Warrant and  payment
                                     of the Exercise  Price  per Share  required
                                     under   such   Warrant   accompanies   this
                                     notice;

                           OR

                           (b)      Exercise the  attached  Warrant  or  portion
------------------                  thereof for all of ___________ Shares  under
                                    the Warrant  pursuant  to the  net  exercise
                                    provisions of Section 4 of such Warrant.

            The Holder reaffirms all covenants,  representations  and warranties
made by it in Section 12 and agrees that all such covenants, representations and
warranties shall be deemed to be have been re-made as of the date hereof.

Date:                                         WARRANTHOLDER:
     ----------------------

                                             By:
                                                --------------------------------
                                                Name:
                                                Address:

Name in which shares should be registered:


                                       -7-
<PAGE>

                                    EXHIBIT B

                                 ASSIGNMENT FORM

To:      Galaxy Nutritional Foods, Inc.
         2441 Viscount Row
         Orlando, Florida 32809

The undersigned hereby assigns and transfers unto  _____________________________
of ______________________________________________  (Please typewrite or print in
block  letters)  the right to  purchase  ____________  Shares (as defined in the
Warrant) of Galaxy Nutritional  Foods, Inc. subject to the Warrant,  dated as of
_____________________________, by and between Galaxy Nutritional Foods, Inc. and
the undersigned (the "Warrant").

This assignment complies with the provisions of Section 11 of the Warrant and is
accompanied by funds sufficient to pay all applicable transfer taxes.

In addition,  the undersigned  and/or its assignee will provide such evidence as
is  reasonably  requested  by,  Galaxy  Nutritional  Foods,  Inc.,  to  evidence
compliance with applicable securities laws as contemplated by Sections 11 and 12
of the Warrant.

Date:                                       By:
     -----------------                         ---------------------------------


                                               ---------------------------------
                                               (Print Name of Signatory)


                                               ---------------------------------
                                               (Title of Signatory)


                                      -8-