NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  CONVERSION  OF
THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY APPLICABLE STATE LAW, AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED,
OFFERED,  PLEDGED OR  OTHERWISE  TRANSFERRED  UNLESS  (A) THERE IS AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER SUCH ACT AND  APPLICABLE  STATE  SECURITIES  LAWS
COVERING  ANY  SUCH   TRANSACTION  OR  (B)  SUCH   TRANSACTION  IS  EXEMPT  FROM
REGISTRATION  AND, IF REQUESTED BY THE MAKER,  THE MAKER HAS RECEIVED AN OPINION
OF  COUNSEL  SATISFACTORY  TO THE MAKER  THAT THE  TRANSFER  IS EXEMPT  FROM THE
REGISTRATION PROVISIONS UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THIS NOTE 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

                                 PROMISSORY NOTE

$2,685,104.17                                                     July 19, 2006

      FOR VALUE RECEIVED,  the undersigned,  GALAXY  NUTRITIONAL  FOODS, INC., a
Delaware  corporation  ("Maker"),  promises to pay to the order of  Frederick A.
DeLuca, an individual  ("Payee";  Payee and any subsequent  holder[s] hereof are
hereinafter referred to collectively as "Holder"), at the office of Payee at c/o
Doctor's Associates, Inc., 325 Bic Drive, Milford, Connecticut 06460, or at such
other place as Holder may  designate to Maker in writing from time to time,  the
principal  sum of TWO MILLION SIX HUNDRED  EIGHTY FIVE THOUSAND ONE HUNDRED FOUR
AND 17/100THS DOLLARS ($2,685,104.17), together with interest on the outstanding
principal  balance  hereof from the date hereof at the Interest  Rate, in lawful
money of the United States.  Amounts payable hereunder shall be paid, at Payee's
option as specified  by Payee in writing from time to time,  either by (i) check
delivered to the office of Payee or (ii) wire transfer of immediately  available
funds to an account  specified by Payee in writing from time to time.  This Note
is referred to in and issued  pursuant to that certain Note Purchase  Agreement,
dated as of July 19, 2006,  by and between Payee and Maker (as amended from time
to time, the "Agreement").

      1. Interest Rate.  The Interest Rate shall be twelve and one-half  percent
(12.5%)  per  annum,  calculated  on the basis of a 360-day  year,  actual  days
elapsed, upon the principal balance hereof from time to time outstanding, but in
no event to exceed the Maximum Rate (as defined below).

      2.  Payment  Terms.  Accrued  and  unpaid  interest  and  the  outstanding
principal  balance  hereof  shall be due and payable in full on October 19, 2007
(the "Maturity Date"). If any such day is not a business day, such payment shall
be made on the next  succeeding  day which is a business day and interest  shall
continue to accrue  thereon until paid. As used herein,  "business  day" means a
day, other than a Saturday,  Sunday or legal holiday,  on which commercial banks
in Orlando, Florida are open for the general transaction of business.


                                       1
<PAGE>

      3. Prepayment.  The indebtedness  evidenced hereby may be prepaid in whole
or in part,  at any time and from  time to time,  without  premium  or  penalty,
provided, however, that the Maker shall provide at least fifteen (15) days prior
written  notice  of  the  proposed  date  for  prepayment.  Notwithstanding  the
foregoing, the Holder may elect to convert all or a portion of this Note and the
accrued and unpaid interest  thereon that has been noticed for prepayment at any
time prior to the scheduled date of prepayment in accordance with the provisions
of Section 5 below. Any such prepayments  shall be credited first to any accrued
and unpaid interest and then to the outstanding  principal  balance hereof.  Any
conversion  of this Note by the Holder shall be treated as a payment on the Note
by the Maker.

      4.  Default.  The failure of Maker to pay any  principal,  interest or any
other  sums  required  hereunder  when due under this Note  shall  constitute  a
default (after expiration of the notice and cure period set forth below). If (i)
a default shall occur  hereunder  and such default  shall  continue for ten (10)
days after notice  thereof is delivered by Holder to Maker,  or (ii) an Event of
Default  shall  occur under the  Agreement,  which Event of Default is not cured
following the giving of any  applicable  notice and within any  applicable  cure
period  set  forth  in the  Agreement,  then,  and in  such  event,  the  entire
outstanding  principal balance of the indebtedness  evidenced  hereby,  together
with any other sums  advanced  hereunder  and/or under any other  instrument  or
document  now or  hereafter  evidencing,  securing or in any way relating to the
indebtedness  evidenced  hereby,  together  with  all  unpaid  interest  accrued
thereon,  shall,  at the option of Holder and without  notice to Maker,  at once
become  due  and  payable  and may be  collected  forthwith,  regardless  of the
stipulated  date of  maturity.  Upon the  occurrence  of a default  as set forth
herein or in the Agreement,  which default is not cured  following the giving of
any applicable notice and within any applicable cure period set forth herein, at
the  option of Holder  and  without  notice to Maker,  all  accrued  and  unpaid
interest,  if any, shall be added to the outstanding  principal  balance hereof,
and the  entire  outstanding  principal  balance,  as so  adjusted,  shall  bear
interest  thereafter  until paid at an annual rate (the "Default Rate") equal to
the lesser of (i) the rate that is five  percentage  points  (5.0%) in excess of
the  above-specified  Interest  Rate on the  date of such  default,  or (ii) the
maximum  rate of  interest  allowed  to be  charged  under  applicable  law (the
"Maximum Rate"),  regardless of whether or not there has been an acceleration of
the payment of principal as set forth herein.

      5. Conversion.

            5.1 Voluntary Conversion.  The Holder of this Note has the right, at
the  Holder's  option,  at any time prior to  payment  in full of the  principal
balance of this Note, to convert the outstanding  principal and accrued interest
under this Note, in  accordance  with the  provisions of Section 5.2 hereof,  in
whole or in part,  but in  denominations  of not less than One Hundred  Thousand
Dollars  ($100,000)  (unless the entire principal  balance of this Note is being
converted),  into fully  paid and  nonassessable  shares of Common  Stock of the
Maker.  Subject  to Section 6 below,  the number of shares of Common  Stock into
which  the  outstanding  principal  of this Note may be  converted  ("Conversion
Shares")  shall be  determined  by  dividing  the  principal  amount  for  which
conversion is requested by the Conversion  Price (as defined below) in effect at
the time of such conversion. The initial "Conversion Price" shall be Thirty Five
Cents ($.35).


                                       2
<PAGE>

            5.2  Conversion  Procedure.  Before the Holder  shall be entitled to
convert this Note into shares of Common Stock,  it shall give written  notice to
the Maker at its  principal  corporate  office,  of the  election to convert the
Note,  and shall state  therein the name or names in which the  certificate  for
shares of Common Stock are to be issued.  A closing for such conversion shall be
held at the offices of the Maker on the fifth business day following the date of
deposit  of the  notice  in the  mail or such  other  place  and  date  mutually
acceptable  to the Holder and the Maker.  At such  closing the Maker shall issue
and deliver to the Holder of this Note a certificate  or  certificates  (bearing
such legends as are required under applicable state and federal  securities laws
in the opinion of counsel to the Maker) for the number of shares of Common Stock
to which the  Holder  shall be  entitled  as  aforesaid,  and the  Holder  shall
surrender  this  Note.  Such  conversion  shall  be  deemed  to have  been  made
immediately  prior to the close of  business  on the date of Maker's  receipt of
Holder's  written notice to convert (the  "Effective  Date"),  and the person or
persons  entitled  to receive  the  shares of Common  Stock  issuable  upon such
conversion  shall be treated for all purposes as the record holder or holders of
such shares of Common Stock as of such date.

            5.3 Mechanics of  Conversion.  No fractional  shares of Common Stock
shall be issued upon  conversion  of this Note. In lieu of the Maker issuing any
fractional  shares to the Holder  upon the  conversion  of this Note,  the Maker
shall pay to the  Holder  the  amount of  outstanding  principal  that is not so
converted.

      6. Conversion Price Adjustments.

            6.1  Adjustments  for   Subdivision,   Dividends,   Combinations  or
Consolidations  of Common Stock.  If the Maker shall at any time or from time to
time after the date that this Note is issued (the "Original  Issue Date") effect
a  combination  or   consolidation   of  the   outstanding   Common  Stock,   by
reclassification  or otherwise,  into a lesser number of shares of Common Stock,
the  Conversion  Price  in  effect  immediately  prior  to such  combination  or
consolidation shall,  concurrently with the effectiveness of such combination or
consolidation,  be  proportionately  increased.  In the event  the  Maker  shall
declare or pay any  dividend on the Common  Stock  payable in Common Stock or in
the  event  the  outstanding  shares of Common  Stock  shall be  subdivided,  by
reclassification  or  otherwise  than by payment of a dividend in Common  Stock,
into a greater number of shares of Common Stock,  the Conversion Price in effect
immediately  prior to such  dividend  or  subdivision  shall be  proportionately
decreased.  Such  adjustment  shall  take  place  (i) in the  case  of any  such
dividend,  immediately  after the close of  business  on the record date for the
determination  of holders of any class of  securities  entitled to receive  such
dividend and (ii) in the case of any such subdivision,  at the close of business
on the date  immediately  prior to the date upon  which  such  corporate  action
becomes  effective.  If such record date shall have been fixed and such dividend
shall  not have been  fully  paid on the date  fixed  therefor,  the  adjustment
previously made in the applicable Conversion Price that became effective on such
record date shall be  canceled as of the close of business on such record  date,
and thereafter the applicable  Conversion Price shall be adjusted as of the time
of actual payment of such dividend.


                                       3
<PAGE>

            6.2 Adjustment for Other Dividends and  Distributions.  If the Maker
at any time or from time to time after the Original Issue Date makes, or fixes a
record  date for the  determination  of  holders  of Common  Stock  entitled  to
receive,  a dividend or other  distribution  payable in  securities of the Maker
other than shares of Common Stock, in each such event provision shall be made so
that the holder of the Note shall receive upon conversion  thereof,  in addition
to the  number of shares of Common  Stock  receivable  thereupon,  the amount of
other  securities  of the Maker  that it would have  received  had its Note been
converted  for  Common  Stock on the date of such  event and had it  thereafter,
during the period from the date of such event to and  including  the  conversion
date,  retained  such  securities  receivable  by them as aforesaid  during such
period,  subject to all other  adjustments  called for during such period  under
this  Section 6 with respect to the rights of the Holder or with respect to such
other securities by their terms.

            6.3 Adjustment for Reclassification,  Exchange and Substitution.  If
at any time or from time to time after the Original Issue Date, the Common Stock
issuable upon the conversion of the Note is changed into the same or a different
number of shares of any class or classes of stock,  whether by recapitalization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend or a reorganization,  merger,  consolidation or sale of assets
provided  for  elsewhere  in this Section 6), in any such event the Holder shall
have the right  thereafter to convert this Note for the kind and amount of stock
and  other  securities  and  property  receivable  upon  such  recapitalization,
reclassification  or other change by holders of the maximum  number of shares of
Common Stock into which this Note could have been converted immediately prior to
such  recapitalization,  reclassification  or  change,  all  subject  to further
adjustment  as  provided  herein or with  respect  to such other  securities  or
property by the terms thereof.

            6.4  Certificate  as to  Adjustments.  Upon the  occurrence  of each
adjustment or readjustment  of the Conversion  Price pursuant to this Section 6,
the Maker at its expense shall promptly  compute such adjustment or readjustment
in  accordance  with the terms  hereof and furnish to each Holder a  certificate
setting forth such  adjustment or  readjustment  and showing in detail the facts
upon which such adjustment or readjustment is based.  The Maker shall,  upon the
written  request at any time of any Holder,  furnish or cause to be furnished to
such  Holder  a  like  certificate   setting  forth  (i)  such  adjustments  and
readjustments,  (ii) the Conversion  Price at the time in effect,  and (iii) the
number of shares of Common Stock and the amount, if any, of other property which
at the time  would  be  received  upon the  conversion  of the  Note;  provided,
however,  that no adjustment need be made hereunder until the cumulative  effect
of such adjustment to the Conversion Price is at least two cents ($.02).

      7.  Collection.  In the  event  this  Note is  placed  in the  hands of an
attorney  for  collection,  or if  Holder  incurs  any  costs  incident  to  the
collection of the indebtedness  evidenced hereby, Maker and any endorsers hereof
agree to pay to Holder an amount  equal to all such  costs,  including,  without
limitation, all reasonable attorneys' fees and all court costs.


                                       4
<PAGE>

      8.  Presentment  and Related  Matters.  Presentment  for payment,  demand,
protest and notice of demand,  protest and nonpayment are hereby waived by Maker
and all  other  parties  hereto.  No  failure  to  accelerate  the  indebtedness
evidenced  hereby by reason of a default  hereunder,  acceptance  of a  past-due
installment or other  indulgences  granted from time to time, shall be construed
as a novation  of this Note or as a waiver of such right of  acceleration  or of
the right of Holder  thereafter to insist upon strict  compliance with the terms
of this Note or to prevent  the  exercise of such right of  acceleration  or any
other right granted hereunder or by applicable law. No extension of the time for
payment of the  indebtedness  evidenced hereby or any installment due hereunder,
made by  agreement  with any person now or  hereafter  liable for payment of the
indebtedness  evidenced  hereby,  shall operate to release,  discharge,  modify,
change or affect the original  liability of Maker hereunder or that of any other
person now or hereafter liable for payment of the indebtedness evidenced hereby,
either in whole or in part, unless Holder agrees otherwise in writing. This Note
may not be changed  orally,  but only by an agreement  in writing  signed by the
party against whom enforcement of any waiver, change,  modification or discharge
is sought.

      All  agreements  herein  made are  expressly  limited  so that in no event
whatsoever, whether by reason of advancement of proceeds hereof, acceleration of
maturity of the unpaid  balance  hereof or  otherwise,  shall the amount paid or
agreed to be paid to Holder for the use of the money  advanced or to be advanced
hereunder exceed the Maximum Rate. If, from any  circumstances  whatsoever,  the
fulfillment  of any provision of this Note or any other  agreement or instrument
now or hereafter evidencing, securing or in any way relating to the indebtedness
evidenced  hereby shall involve the payment of interest in excess of the Maximum
Rate,  then,  ipso facto,  the  obligation  to pay interest  hereunder  shall be
reduced to the Maximum Rate;  and if from any  circumstance  whatsoever,  Holder
shall  ever  receive  interest,  the  amount of which  would  exceed  the amount
collectible  at the Maximum  Rate,  such amount as would be  excessive  interest
shall be applied to the  reduction of the  principal  balance  remaining  unpaid
hereunder and not to the payment of interest. This provision shall control every
other  provision in any and all other  agreements  and  instruments  existing or
hereafter  arising  between  Maker and Holder with  respect to the  indebtedness
evidenced hereby.

      9.  Governing  Law. This Note is intended as a contract under and shall be
construed and  enforceable in accordance  with the laws of the State of Florida,
and shall be  enforceable in a court of competent  jurisdiction  in the State of
Florida, regardless of in which state this Note is being executed.

      10.  WAIVER  OF  JURY  TRIAL.   HOLDER  AND  MAKER  HEREBY  KNOWINGLY  AND
VOLUNTARILY  WITH THE  BENEFIT OF COUNSEL  WAIVE  TRIAL BY JURY IN ANY  ACTIONS,
PROCEEDINGS, CLAIMS OR COUNTER-CLAIMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE,
AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING TO THIS NOTE.

      11. Miscellaneous. As used herein, the terms "Maker" and "Holder" shall be
deemed  to  include  their  respective  successors,  legal  representatives  and
assigns,  whether by voluntary action of the parties or by operation of law. All
notices, requests, consents and other communications required or permitted under
this Note shall be in writing (including telex and facsimile  communication) and
shall be (as  elected  by the person  giving  such  notice)  hand  delivered  by
messenger or courier  service,  telecommunicated,  E-mailed  (with  simultaneous
notice by mail) or mailed by first class  postage at the  addresses set forth in
the Agreement.


                                       5
<PAGE>

                                 MAKER:
                                 ------

                                 GALAXY NUTRITIONAL FOODS, INC.
                                 a Delaware corporation


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


                                       6