NOTE MODIFICATION AGREEMENT


      THIS NOTE MODIFICATION  AGREEMENT (this  "Agreement") is entered into this
14th day of March,  2007 (the  "Effective  Date") by and  between  Frederick  A.
DeLuca,  an individual  ("Holder"),  whose  address is c/o Doctor's  Associates,
Inc., 325 Bic Drive,  Milford,  Connecticut 06460, and Galaxy Nutritional Foods,
Inc., a Delaware  corporation  ("Maker") with an address at 5955 T.G. Lee Blvd.,
Suite 201, Orlando, Florida 32822.

                                    RECITALS:

      A. Maker is the maker under that certain  promissory  note, dated July 19,
2006 ("Note") in the original principal amount of TWO MILLION SIX HUNDRED EIGHTY
FIVE THOUSAND ONE HUNDRED FOUR AND 17/100THS DOLLARS ($2,685,104.17), which Note
is held by Holder.

      B. The Note was issued  pursuant to that certain Note  Purchase  Agreement
dated as of July 19,  2006  between  the Holder  and Maker  (the "Note  Purchase
Agreement").

      C. The Note had an original Maturity Date of October 19, 2007.

      D.  Maker and Holder  have  agreed to modify the  Maturity  Date,  as more
specifically provided for in this Agreement.

      NOW THEREFORE, IN CONSIDERATION OF TEN DOLLARS ($10.00) and other good and
valuable  considerations,  the receipt,  adequacy and  sufficiency  of which are
hereby acknowledged, Maker and Holder hereby agree as follows:

      1.  Recitals;  Capitalized  Terms.  The  foregoing  Recitals  are true and
correct and are incorporated herein by this reference,  as if set forth in their
entirety.  Any  capitalized  term not defined in this  Agreement  shall have the
meaning  ascribed  to it in the Note  and/or  the Note  Purchase  Agreement,  as
applicable.

      2. Extension of Maturity Date. The Maturity Date is hereby  modified to be
October 19, 2008.

      3. Estoppel.

            (a) Balances under the Note. Maker and Holder agree that the current
outstanding  principal  balance  due  under  the Note is  $2,685,104.17  and the
accrued  and  unpaid  interest  on  such  amount  as of  January  31,  2007 is $
181,803.93.

            (b) Ratification;  No Claims; No Defaults.  As of the Effective Date
of this  Agreement,  the Note and Note Purchase  Agreement are each ratified and
confirmed as written, except as modified by this Agreement.  Holder acknowledges
and agrees  that no Default or Event of Default has  occurred  under the Note or
Note Purchase Agreement.

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      4.  Cooperation.  Maker and  Holder  agree  from  time to time,  as may be
reasonably  requested  by  the  other,  to  execute  and  deliver  such  further
instruments  and documents and do all matters and things which may be convenient
or necessary to more  effectively and completely  carry out the intention on the
Note and this Agreement.

      5. Amendments.  This Agreement,  the Note Purchase Agreement, the Note and
any other loan  documents  may not be modified,  amended,  changed or terminated
orally, but only by an agreement in writing executed by Maker and Holder.


      IN WITNESS WHEREOF, Maker And Holder have each executed and delivered this
Agreement as of the Effective Date, first above written.


                                         MAKER:

                                         GALAXY NUTRITIONAL FOODS, INC.


                                         By:      /s/ David H. Lipka
                                            ------------------------------------


                                         HOLDER:

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