STOCKHOLDER AGREEMENT

     THIS   STOCKHOLDER   AGREEMENT,   dated  as  of  October   13,  2003  (this
"Agreement"),  by  and  between  Galaxy  Nutritional  Foods,  Inc.,  a  Delaware
corporation (the  "Company"),  and Morini  Investments  Limited  Partnership,  a
Delaware limited liability partnership (the "Holder").

                              W I T N E S S E T H:

     WHEREAS,  Angelo S. Morini,  the  beneficial  owner of the Holder,  and the
Company  entered into that certain Loan Agreement dated as of June 15, 1999 (the
"Loan  Agreement"),  whereby  Angelo  S.  Morini  delivered  to  the  Company  a
promissory note in the principal amount of $12,772,200 (the "Note"); and

     WHEREAS,  pursuant to the terms of the Loan  Agreement  and as security for
the indebtedness evidenced by the Note (the "Indebtedness"),  the Holder and the
Company  entered into that certain Stock Pledge  Agreement  dated as of June 15,
1999,  as amended by that certain  First  Amendment to Loan  Agreement and Stock
Pledge Agreement (the "Pledge Agreement"),  whereby the Holder pledged 2,914,286
shares of the Company's  common  stock,  $0.01 par value per share (the "Subject
Shares"); and

     WHEREAS,  the Company and Angelo S. Morini  desire to enter into an Amended
and  Restated  Employment  Agreement  to be  dated as of the  date  hereof  (the
"Employment Agreement"); and

     WHEREAS, as a condition of its entering into the Employment Agreement,  the
Company has requested  that the Holder agree,  and the Holder has agreed,  among
other things,  to vote the Subject Shares and to grant the Chairman of the Board
of Directors of the Company,  or his designee,  an irrevocable proxy to vote the
Subject Shares upon the terms and subject to the conditions set forth herein.

     NOW,   THEREFORE,   in   consideration  of  the  premises  and  the  mutual
representations,  agreements and covenants  hereinafter set forth, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:

     1.   Agreement to Vote Shares.
          ------------------------

          (a)  The Holder agrees that,  prior to the Expiration Date (as defined
in Section 5), at every  annual or special  meeting of the  stockholders  of the
Company and at every continuation or adjournment thereof, and on every action or
approval by written  consent of the  stockholders  of the Company in lieu of any
such meeting,  in which in any case a "Hostile  Takeover" (as defined  below) is
being  considered  or voted on, the Holder shall cause the Subject  Shares to be
voted in the manner directed in writing by the Board of Directors.  Prior to the
Expiration  Date, the Holder shall not enter into any agreement or understanding
with any Person to vote or give instructions in any manner inconsistent with the
preceding sentence.  The Holder may vote the Subject Shares on all other matters
in its sole  and  absolute  discretion.  A  "Hostile  Takeover"  shall  mean the
acquisition (which includes, without limitation, by merger, tender offer

<PAGE>

or  otherwise),  directly or  indirectly,  by any person of ownership of, or the
power to direct the  exercise of voting power with respect to, a majority of any
class of voting capital stock of the Company,  which acquisition is not approved
by the Company's Board of Directors.

          (b)  No person  executing  this Agreement who is or becomes during the
term hereof a director  of the  Company,  or any  successor  thereof,  makes any
agreement or understanding  herein in his or her capacity as such director.  The
Holder signs solely in its capacity as the owner of the Subject Shares.

     2.   IRREVOCABLE PROXY.  Concurrently with the execution of this Agreement,
the Holder is  delivering  to the  Company's  Chairman of the Board a proxy with
respect to the Subject  Shares in the form  attached  hereto as Exhibit A, which
shall be irrevocable to the full extent permitted by law.

     3.   REPRESENTATIONS  AND  WARRANTIES  OF THE  HOLDER.  The  Holder  hereby
represents and warrants to the Company that:

          (a)  this Agreement has been duly executed and delivered by the Holder
and is the legal, valid and binding obligation of the Holder;

          (b)  no consent of any governmental entity, beneficiary, co-trustee or
other person or entity is necessary for the execution,  delivery and performance
of this Agreement by the Holder;

          (c)  the Holder owns the Subject Shares;

          (d)  except as  provided  on  Schedule  I, the Holder has the  present
power and right to vote all of the Subject Shares; and

          (e)  except as  provided on Schedule I, the Holder has not (i) granted
any power-of-attorney or other authorization,  proxy or interest with respect to
any of the Subject  Shares,  (ii)  deposited  any of the  Subject  Shares into a
voting trust,  or (iii) entered into any voting  agreement or other  arrangement
with respect to any of the Subject Shares.

     4.   COVENANTS OF THE HOLDER. The Holder hereby agrees and covenants that:

          (a)  during  the period  between  the date  hereof and the  Expiration
Date, any shares of capital stock of the Company (including, without limitation,
the Company's common stock) that the Holder acquires by virtue of its beneficial
ownership  of the  Subject  Shares  (including  by  reason  of stock  dividends,
split-ups,  recapitalizations,  combinations,  exchanges  of shares or the like)
shall  be  considered  Subject  Shares  and  subject  to each of the  terms  and
conditions of this Agreement; and

          (b)  during  the period  between  the date  hereof and the  Expiration
Date,  Holder  shall not cause or permit any  Transfer,  other than a  Permitted
Transfer (as those terms are defined  below) of any of the Subject  Shares to be
effected  to any person or entity  unless  each person or entity to which any of
such Subject Shares, or any interest in any of such Subject Shares, is or may be
transferred shall have: (i) executed a counterpart of this Stockholder

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<PAGE>

Agreement and proxy in the form attached hereto as Exhibit A; and (ii) agreed to
hold such Subject  Shares (or interest in such  Subject  Shares)  subject to all
terms and  provisions of this  Stockholder  Agreement.  A person or entity shall
have been deemed to have  effected a "Transfer"  of such security if such person
or entity  directly or  indirectly,  (i) sells,  pledges,  encumbers,  grants an
option with respect to,  transfers or disposes of such  security or any interest
in such security,  or (ii) enters into an agreement or commitment  contemplating
the grant of an option with respect to or sale, pledge, encumbrance, transfer or
disposition  of such security or any interest  therein.  A "Permitted  Transfer"
shall  mean a  Transfer  of  all or any  portion  of the  Subject  Shares  to an
unaffiliated  third  party  pursuant  to an arm's  length  transaction  (or in a
transaction  otherwise  approved by the Company's Board of Directors);  provided
that, in each case,  (x) such Transfer is not made in connection  with a Hostile
Takeover  and  (y) the  gross  proceeds  of such  Transfer  are  applied  to the
Indebtedness.  Any Transfer made to SouthTrust  Bank as a result of a default by
the Company under its loan to SouthTrust Bank secured by 1,000,000 shares of the
Subject Shares shall be a Permitted Transfer.

     5.   TERMINATION.  This Agreement shall terminate on the earlier of (a) the
consummation  of a Permitted  Transfer,  provided all the Subject  Shares are so
Transferred, (b) the Indebtedness is paid in full or completely forgiven, or (c)
at any time upon written  notice by the Company to the Holder  terminating  this
Agreement (such earlier date being referred to herein as the "Expiration Date").
The  obligations  imposed by this  Agreement  with respect to any of the Subject
Shares  transferred  in a Permitted  Transfer  shall no longer apply to and with
respect to such shares.

     6.   NOTICES.   All   notices,   requests,   claims,   demands   and  other
communications  hereunder  shall be in writing  and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person,  telecopy or
by registered or certified mail (postage prepaid,  return receipt  requested) or
by overnight courier to the respective parties at the following addresses (or at
such  other  address  for a party  as shall be  specified  in a notice  given in
accordance with this Section 6):

          if to the Company:

          Galaxy Nutritional Foods, Inc.
          2441 Viscount Row
          Orlando, FL 32809
          Attn:  Chief Executive Officer
          Fax:  (407) 854-0491

          if to the Holder:

          Morini Investments Limited Partnership
          5373 Isleworth Country Club Drive
          Windermere, FL 34786
          Attn:  Angelo S. Morini
          Fax:  (407) 876-2236

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<PAGE>

     7.   Amendments; No Waivers.
          ----------------------

          (a)  Any provision of this Agreement may be amended or waived prior to
the Expiration  Date if, and only if, such amendment or waiver is in writing and
signed,  in the case of an  amendment,  by the  Company and the Holder or in the
case of a waiver, by the party against whom the waiver is to be effective.

          (b)  No failure or delay by any party in exercising  any right,  power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.

     8.   SUCCESSORS  AND ASSIGNS.  The  provisions of this  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns;  and with respect to the Holder,  his respective  heirs,
legal  representatives and permitted successors and assigns,  provided,  that no
party  may  assign,  delegate  or  otherwise  transfer  any  of  its  rights  or
obligations  under this Agreement without the prior written consent of the other
party hereto  except that the Company may assign all or any of its rights to any
affiliate  thereof  or  to  any  person  acquiring  the  Company  by  merger  or
consolidation.  Notwithstanding  the  foregoing,  in the  event of a  merger  or
consolidation,  this  Agreement  shall  terminate  if  the  Subject  Shares  (or
securities received or exchanged for such shares) constitute less than 5% of the
outstanding  voting  securities  of the issuer of such  securities in connection
with the merger or consolidation.

     9.   NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All  representations,
warranties and agreements made by the Holder in this Stockholder Agreement shall
promptly terminate upon the Expiration Date.

     10.  COUNTERPARTS.  This Agreement may be executed in one or more identical
counterparts, and by the different parties hereto in separate counterparts, each
of which  when  executed  shall be deemed an  original,  but all of which  taken
together shall constitute one and the same agreement.

     11.  GOVERNING   LAW.   The   validity,    interpretation,    construction,
performance,  enforcement and remedies of or relating to this Agreement, and the
rights and obligations of the parties  hereunder,  shall be governed by the laws
of the State of Delaware  without regard to principles of conflicts of laws, and
any and every legal or other  proceeding  arising out of or in  connection  with
this Agreement  shall be brought in the  appropriate  courts of Orlando,  in the
State  of  Florida,  each of the  parties  hereby  consenting  to the  exclusive
jurisdiction of said courts for this purpose.

     12.  JURY TRIAL WAIVER. EACH PARTY HERETO HEREBY WAIVES ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION OR  PROCEEDING  INSTITUTED  BY EITHER OF THEM  AGAINST THE
OTHER FOR BREACH OF THIS AGREEMENT.

     13.  SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage
would occur in the event any  provision of this  Agreement  was not performed in
accordance  with the terms  hereof and that,  in addition to any remedy to which
they are entitled at law or in equity, the

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<PAGE>

parties shall be entitled to an injunction or injunctions to prevent breaches of
this  Agreement  and to enforce  specifically  the terms and  provisions of this
Agreement without the need to or prove special damages.

     14.  ENTIRE  AGREEMENT.  This Agreement and the related  irrevocable  proxy
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior written and oral and all  contemporaneous
agreements and  understandings  with respect to the subject matter hereof.  Each
party   acknowledges   and  agrees  that  no  other  party   hereto   makes  any
representations  or  warranties,  whether  express  or  implied,  other than the
express representations and warranties contained herein.

     15.  SEVERABILITY.  If any term or other  provision  of this  Agreement  is
determined to be invalid,  illegal or incapable of being enforced by any rule of
law, or public  policy,  all other  conditions  and provisions of this Agreement
shall  nevertheless  remain in full force and effect so long as the  economic or
legal substance of the transactions  contemplated  herein is not affected in any
manner materially adverse to any party hereto.  Upon such determination that any
term or other provision is invalid,  illegal or incapable of being enforced, the
parties  hereto shall  negotiate in good faith to modify this Agreement so as to
effect the  original  intent of the parties as closely as possible in a mutually
acceptable manner.

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Agreement,  or caused this  Agreement to be duly executed and delivered by their
respective authorized officers, as of the day and year first above written.

                                        GALAXY NUTRITIONAL FOODS, INC.


                                        By:     /s/ David H. Lipka
                                           -------------------------------------
                                        Name:   David H. Lipka
                                             -----------------------------------
                                        Title:  Chairman of the Board
                                              ----------------------------------

                                        MORINI INVESTMENTS LIMITED PARTNERSHIP

                                        By: Morini Investments, LLC,
                                            its general partner


                                            By:     /s/ Angelo S. Morini
                                               ---------------------------------
                                            Name:  Angelo S. Morini
                                            Title:
                                                  ------------------------------

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<PAGE>

                                   SCHEDULE I

The Subject Shares are subject to the Pledge Agreement and to redemption  rights
in favor of the  Company.  Also,  1,000,000  shares of the  Subject  Shares  are
subject to a pledge  agreement  securing the obligations of the Company to South
Trust Bank.

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<PAGE>

                                    EXHIBIT A

                                IRREVOCABLE PROXY

     The undersigned  stockholder of Galaxy  Nutritional Foods, Inc., a Delaware
corporation (the "Company"), hereby irrevocably (to the full extent permitted by
law)  appoints  and  constitutes  David  Lipka  and,  in the event he is not the
Chairman of the Board of Directors  of the Company at the time this  Irrevocable
Proxy is exercised,  then the then-current Chairman of the Board of Directors of
the  Company,  the  attorney  and proxy of the  undersigned  with full  power of
substitution  and  resubstitution,  to vote and  exercise all voting and related
rights,  to the extent set forth below, to the full extent of the  undersigned's
rights with respect to the shares of the Company's common stock (as described in
the  Stockholder  Agreement,  dated as of  October  13,  2003 (the  "Stockholder
Agreement"))  beneficially owned by the undersigned,  which shares are listed on
the  final  page of this  Irrevocable  Proxy,  and any and all  other  shares or
securities  issued or issuable in respect thereof on or after the date hereof or
which the  undersigned  may  acquire  after the date hereof  (collectively,  the
"Shares"),  until such time as the Stockholder  Agreement shall be terminated in
accordance with its terms. Upon the execution hereof, all prior proxies given by
the  undersigned  with  respect to the  Shares  and any and all other  shares or
securities issued or issuable in respect thereof on or after the date hereof are
hereby revoked and no subsequent proxies shall be given.

     This proxy is irrevocable (to the full extent  permitted by law),  shall be
deemed to be coupled with an  interest,  and is granted in  connection  with the
Stockholder  Agreement  and in  consideration  of the Company  entering into the
Amended and  Restated  Employment  Agreement,  dated as of October 13, 2003 (the
"Employment  Agreement"),  between the Company and the Holder.  This proxy shall
terminate on the Expiration Date (as defined in the Stockholder Agreement).

     If, and to the extent that, the  undersigned  does not fully  discharge its
obligations  under the  Stockholder  Agreement,  the attorneys and proxies named
above shall be empowered  at any time prior to  termination  of the  Stockholder
Agreement  to  exercise  all  voting  and  other  rights   (including,   without
limitation,  the power to execute and deliver  written  consents with respect to
the  Shares)  of the  undersigned  at every  annual or  special  meeting  of the
stockholders of the Company and at every  continuation  or adjournment  thereof,
and on every action or approval by written  consent of the  stockholders  of the
Company  in lieu of any such  meeting  in the  manner  directed  by the Board of
Directors  in  which  a  "Hostile  Takeover"  (as  defined  in  the  Stockholder
Agreement) is being  considered or voted on. The undersigned may vote the Shares
in its sole and absolute discretion on all other matters.

     Any  obligation  of the  undersigned  hereunder  shall be binding  upon the
heirs,  legal  representatives  and  permitted  successors  and  assigns  of the
undersigned.

     If any term or other  provision of this proxy is  determined to be invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all
other conditions and provisions of this proxy shall nevertheless  remain in full
force and effect.  Upon such  determination  that any term or other provision is
invalid, illegal or incapable of being enforced,

<PAGE>

the parties  hereto shall  negotiate in good faith to modify this proxy so as to
effect the  original  intent of the parties as closely as possible in a mutually
acceptable manner.

Dated: October 13, 2003

     Morini Investments Limited Partnership

     By:  Morini Investments, LLC


          By:  /s/ Angelo s. Morini
             ---------------------------------
             Angelo S. Morini, as _____________


Subject Shares: 2,914,286 shares of the Company's Common Stock

                                      A-2