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                                                                     EXHIBIT 4.1

    Form of Securities Purchase Agreement by and between the Company and the
  investors described in the Current Report to which this Exhibit is attached.


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                          SECURITIES PURCHASE AGREEMENT


                  SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of
January 17, 2002, by and between GALAXY NUTRITIONAL FOODS, INC., a Delaware
corporation, with its principal place of business at 2441 Viscount Row, Orlando,
FL 32809 (the "COMPANY"), and _________________________, a ________________
corporation, with its principal place of business at
_______________________________ (the "BUYER").

                             PRELIMINARY STATEMENTS

         A.       The Company and Buyer are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by Rule 506 under Regulation D ("REGULATION D") as promulgated by the United
States Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "1933 ACT");

         B.       Buyer wishes to purchase, in the amounts and upon the terms
and conditions stated in this Agreement (i) shares of the Company's common
stock, par value $.01 per share (the "COMMON STOCK") and (ii) a warrant to
purchase shares of Common Stock of the Company (the "WARRANT");

         C.       Contemporaneous with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement (the "REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company
has agreed to provide certain registration rights under the 1933 Act and the
rules and regulations promulgated thereunder, and applicable state securities
laws;

         NOW THEREFORE, the Company and Buyer hereby agrees as follows:

         1.       PURCHASE AND SALE OF COMMON STOCK

                  a.       Purchase of Common Stock. The Company shall issue and
sell to Buyer and Buyer shall purchase an aggregate of $___________ face value
of shares of Common Stock (the "COMMON SHARES") at a per share purchase price of
$4.744 (the "PURCHASE PRICE"), which Purchase Price shall be payable by wire
transfer of immediately available United States Dollars to the Company on the
Closing Date. The Company shall promptly deliver stock certificates, duly
executed on behalf of the Company, representing the Common Shares (the "STOCK
CERTIFICATES") to Buyer.

                  b.       Warrant. On the Closing Date, Buyer will receive the
Warrant to purchase ________ Common Shares. The exercise price of the Warrant
will be equal to $5.744.

                  c.       Closing Date. The date of the closing of the sale of
the Securities (as defined below) shall be January 17, 2002 (the "CLOSING
DATE").

         2.       BUYER'S REPRESENTATIONS AND WARRANTIES

                  Buyer represents and warrants to the Company that:

                  a.       Investment Purpose. The Common Shares, together with
the shares of Common Stock issued upon exercise of the Warrant (the "WARRANT
SHARES"), together with the Warrant (collectively, the "SECURITIES") are being
acquired by Buyer in good faith solely for its own personal account, for
investment purposes only, and are not being purchased for resale, resyndication,
distribution, subdivision or fractionalization thereof; Buyer has no contract or
arrangement with any person to sell, transfer or pledge to any person the
Securities or any part thereof, any interest therein or any rights thereto;
Buyer has no present plans to enter into any such contract or arrangement; and
Buyer understands that as a result it must bear the


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economic risk of the investment for an indefinite period of time because the
Securities have not been registered under the 1933 Act, and, therefore, cannot
be sold unless they are subsequently registered under the 1933 Act.

                  b.       Accredited Investor Status. Buyer is an "accredited
investor" as that term is defined in Rule 501(a)(3) of Regulation D.

                  c.       Reliance on Exemptions. Buyer understands that the
Securities are being offered and sold to it under the exemption from the
registration requirements of the United States federal and state securities laws
and that the Company is relying upon the truth and accuracy of, and Buyer's
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of Buyer set forth herein in order to determine the
availability of such exemptions and the eligibility of Buyer to acquire the
Securities.

                  d.       Information. Buyer understands and acknowledges that
it is purchasing the Securities without being furnished any offering literature,
prospectus or other materials other than copies of the SEC Documents (as defined
hereinbelow), that this transaction has not been scrutinized by the SEC or by
any administrative agency charged with the administration of the securities laws
of any state, that all documents, records and books, pertaining to the Company,
its business, finances and operations, and this investment have been made
available to Buyer, and his advisors and representatives, including his
attorney, its accountant and/or his purchaser representative, and that the books
and records of the Company will be available upon reasonable notice for
inspection by Buyer during reasonable business hours at the Company's principal
place of business. Buyer and his advisors and representatives, including his
attorney, his accountant and/or his purchaser representative, if any, have
reviewed the SEC Documents and been afforded the opportunity to ask questions of
the Company and have received complete and satisfactory answers to any such
inquiries. Buyer understands that his investment in the Securities is
speculative and involves a high degree of risk high degree of risk of loss and
that Buyer must be prepared to lose his entire investment in the Company. Buyer
has sought such accounting, legal and tax advice, as it has considered necessary
to an informed investment decision with respect to his acquisition of the
Securities. Buyer, or Buyer together with his purchaser representative, if any,
have such knowledge and experience in financial and business matters that it and
such representative are capable of evaluating the merits and risks of an
investment in the Securities and of making an informed investment decision.

                  e.       Governmental Review. Buyer understands that no United
States federal or state agency or any other government or governmental agency
has approved or disapproved or passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of the investment
in the Securities, nor have such authorities passed upon or endorsed the merits
of the offering of the Securities or the accuracy or adequacy of any of the
information provided by the Company to Buyer regarding the Company, the
Securities or any other matter, and that the Company is relying on the truth and
accuracy of the representations, declarations and warranties herein made by
Buyer in offering the Securities for sale to it without having first registered
the same under the 1933 Act.

                  f.       Transfer or Resale. Buyer understands that, except as
provided in the Registration Rights Agreement, (i) the Securities have not been
and are not being registered under the 1933 Act or any state securities laws,
and may not be transferred unless (a) subsequently registered thereunder, or (b)
Buyer shall have provided the Company with a statement of the circumstances
surrounding the proposed disposition and shall have delivered to the Company an
opinion of counsel, reasonably satisfactory in form, scope and substance to the
Company, to the effect (1) that the Securities to be sold or transferred may be
sold or transferred pursuant to an exemption from such registration and (2) that
appropriate action necessary for compliance with the 1933 Act has been taken;
(ii) any sale of such Securities made in reliance on Rule 144 promulgated under
the 1933 Act may be made only in accordance with the terms of said Rule and
further, if said Rule is not applicable, any resale of such Securities under
circumstances in which the seller (or the person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in the 1933 Act) may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such


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Securities under the 1933 Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder.

                  g.       Legends. Buyer understands that the stock
certificates representing the Common Shares and Warrant Shares and the Warrant
shall bear a restrictive legend in substantially the following form (and a
stop-transfer order shall be placed against transfer of such stock
certificates):

                  THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES
                  HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED,
                  SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A)
                  AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
                  SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY
                  STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF
                  COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE
                  TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID
                  ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING
                  JURISDICTION WITH RESPECT THERETO.

                  h.       Authorization; Enforcement. This Agreement and the
Registration Rights Agreement have been duly and validly authorized, executed
and delivered on behalf of Buyer and are valid and binding agreements of Buyer
enforceable in accordance with their terms, subject as to enforceability to
general principles of equity and to bankruptcy, insolvency, moratorium, and
other similar laws affecting the enforcement of creditors' rights generally.

                  i.       Domicile. Buyer's principal place of business is
located in the State set forth in Buyer's address in the preamble to this
Agreement.

                  j.       No Conflicts. The execution, delivery and performance
of this Agreement by the Buyer and the consummation by the Buyer of the
transactions contemplated hereby will not (i) result in an violation of the
Certificate of Incorporation , as amended, as in effect on the date hereof
("CERTIFICATE OF INCORPORATION") and the Company's Bylaws, as in effect on the
date hereof (the "BYLAWS") or (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Buyer or by
which any property or asset of Buyer is bound or affected, or result in a
violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations) applicable to the Buyer or by
which any property or asset of the Buyer is bound or affected. The business of
the Buyer is not being conducted, and shall not be conducted through the Closing
Date, in violation of any law, ordinance, regulation of any governmental entity.
Except as required under the 1933 Act and any applicable state securities laws,
the Buyer is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency in order
for it to execute, deliver or perform any of its obligations under this
Agreement in accordance with the terms hereof.

                  k.       Indemnification. Buyer acknowledges that Buyer
understands the meaning and legal consequences of the representations and
warranties in this Section 2, and that the Company has relied upon such
representations and warranties, and Buyer hereby agrees to indemnify and hold
harmless the Company and its officers, directors, shareholders, agents and
representatives from and against any and all claims, demands, losses, damages,
expenses or liabilities (including attorneys' fees) due to or arising out of,
directly or indirectly, a breach of any such representations or warranties.
Notwithstanding the foregoing, however, no representation, warranty,
acknowledgment or agreement made herein by Buyer shall in any manner be deemed
to constitute a waiver of any rights granted to such Buyer under federal or
state securities laws.


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                  l.       Short Position and Market Purchases. Buyer is not
purchasing the Securities for the purpose of covering any short position in the
Securities.

         3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  The Company represents and warrants to Buyer that:

                  a.       Organization and Qualification. The Company is a
corporation duly organized and existing in good standing under the laws of the
State of Delaware, and has the requisite corporate power to own their properties
and to carry on their business as now being conducted. The Company is duly
qualified as a foreign corporation to do business and is in good standing in
every jurisdiction in which the nature of the business conducted by it makes
such qualification necessary and where the failure so to qualify would have a
material adverse effect on the operations, properties or financial condition of
the Company taken as a whole (a "MATERIAL ADVERSE EFFECT").

                  b.       Authorization; Enforcement. (i) The Company has the
requisite corporate power and authority to enter into and perform this
Agreement, the Registration Rights Agreement and the Warrant and to issue the
Securities in accordance with the terms hereof and thereof, (ii) the execution
and delivery of this Agreement, the Registration Rights Agreement and the
Warrant by the Company and the consummation by it of the transactions
contemplated hereby have been duly authorized by the Company's Board of
Directors and no further consent or authorization of the Company, its Board of
Directors, or its stockholders is required, (iii) this Agreement, the
Registration Rights Agreement and the Warrant have been duly executed and
delivered by the Company, and (iv) this Agreement, the Registration Rights
Agreement and the Warrant constitute the valid and binding obligations of the
Company enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors' rights and remedies or by
other equitable principles of general application.

                  c.       Capitalization. As of January 14, 2002, the
authorized capital stock of the Company consists of (i) 85,000,000 shares of
Common Stock of which 10,981,729 shares were issued and outstanding, and (ii)
1,000,000 shares of preferred stock, $.01 par value, of which 200,000 shares
have been designated "Series A Preferred Stock," 72,646 of which were issued and
outstanding. All of such outstanding shares have been validly issued and are
fully paid and nonassessable. Except as set forth in the SEC Documents (as
defined herein) and in Schedule 3.c., as of the date of this Agreement, (i)
there are no outstanding options, warrants scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company, or arrangements by
which the Company is or may become bound to issue additional shares of capital
stock of the Company, and (ii) there are no agreements or arrangements under
which the Company is obligated to register the sale of any of its securities
under the 1933 Act other than agreements with respect to securities which have
been previously registered or are subject to current registration statements.

                  d.       Issuance of Securities. The Common Shares are duly
authorized and, upon issuance in accordance with the terms hereof and thereof,
shall be validly issued, fully paid and non-assessable, and free from all taxes,
liens and charges with respect to the issue thereof. The Warrant Shares are duly
authorized and when issued upon the exercise of the Warrant, shall be validly
issued, fully paid and non-assessable, and free from all taxes, liens and
charges with respect to the issue thereof.

                  e.       No Conflicts. The execution, delivery and performance
of this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby will not (i) result in a violation of the
Certificate of Incorporation or Bylaws or (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company is a party, or result in a violation of any law, rule, regulation,
order, judgment or decree (including


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federal and state securities laws and regulations) applicable to the Company or
by which any property or asset of the Company is bound or affected (except for
such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not, individually or in the aggregate, have a Material
Adverse Effect). The business of the Company is not being conducted in violation
of any law, ordinance, regulation of any governmental entity, except for
possible violations which either singly or in the aggregate do not have a
Material Adverse Effect. Except as required under the 1933 Act and any
applicable state securities laws, the Company is not required to obtain any
consent, authorization or order of, or make any filing or registration with, any
court or governmental agency in order for it to execute, deliver or perform any
of its obligations under this Agreement in accordance with the terms hereof.

                  f.       Common Stock. The Company has registered its Common
Stock pursuant to Section 12(b) or (g) of the 1934 Act (as defined below) and is
in full compliance with all reporting requirements of the 1934 Act, and the
Company is in compliance with all requirements for the continued listing or
quotation of its Common Stock, and such Common Stock is currently listed or
quoted on, the Principal Market. (Principal Market shall mean the American Stock
Exchange, the New York Stock Exchange, the NASDAQ National Market, or the NASDAQ
SmallCap Market, whichever is at the time the principal trading exchange or
market for the Common Stock, based upon share volume, or if the Common Stock is
not traded on an exchange or market, the OTC Bulletin Board.) As of the date
hereof, the Principal Market is the American Stock Exchange, and except as set
forth in the SEC Documents, the Company has not received any notice regarding,
and to its knowledge there is no threat of, the termination or discontinuance of
the eligibility of the Common Stock for such posting or listing.

                  g.       SEC Documents, Financial Statements. During the
Company's last two (2) fiscal years, the Company has filed all reports,
schedules, forms, statements and other documents required to be filed by it with
the SEC pursuant to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "1934 ACT") (all of the foregoing filed prior to the date
hereof and all exhibits included therein and financial statements and schedules
thereto and documents (other than exhibits) incorporated by reference therein,
being hereinafter referred to herein as the "SEC DOCUMENTS"). The Company has
delivered to Buyer true and complete copies of the SEC Documents, except for
such exhibits, schedules and incorporated documents. As of their respective
dates, subject to, with respect to certain SEC Documents, the filing of an
amendment to such SEC Documents, the SEC Documents complied in all material
respects with the requirements of the 1934 Act and the rules and regulations of
the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the SEC
Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, consistently applied, during the
periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). No other
information provided by or on behalf of the Company to Buyer and referred to in
Section 2(d) of this Agreement contains any untrue statement of a material fact
or omits to state any material fact necessary in order to make the statements
therein, in the light of the circumstance under which they are or were made, not
misleading.

                  h.       Absence of Litigation. Except as disclosed in the SEC
Documents, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board or body pending or, to the knowledge of the
Company, threatened against the Company, wherein an unfavorable decision, ruling
or finding would have a Material Adverse Effect or which would adversely affect
the validity or enforceability of, or the authority or ability of the Company to
perform its obligations under, this Agreement or any of the documents
contemplated herein.


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         4.       COVENANTS

                  a.       Best Efforts. The parties shall use their best
efforts timely to satisfy each of the conditions described in Section 6 and 7 of
this Agreement.

                  b.       Form D. The Company agrees to file a Form D with
respect to the Securities as required under Regulation D and to provide a copy
thereof to Buyer promptly after such filing.

                  c.       Reporting Status. Until the earlier of (i) the date
as of which Buyer may sell all the Common Shares and Warrant Shares without
restriction pursuant to Rule 144(k) promulgated under the 1933 Act, or (ii) the
date on which Buyer has sold all the Common Shares and Warrant Shares, the
Company shall file all reports required to be filed with the SEC pursuant to the
1934 Act, and the Company shall not terminate its status as an issuer required
to file reports under the 1934 Act even if the 1934 Act or the rules and
regulations thereunder would permit such termination. Buyer shall give notice to
the Company when it has sold all of the Common Shares and Warrant Shares.

                  d.       Reservation of Shares. The Company shall at all times
have authorized, and reserved for the purpose of issuance, a sufficient number
of shares of Common Stock to provide for the exercise of the Warrant.

                  e.       Registration Rights. The Company shall cause the
Registration Rights Agreement to remain in full force and effect, and the
Company shall comply with the terms thereof.

         5.       TRANSFER AGENT INSTRUCTIONS

                  Buyer acknowledges that the Securities shall be "restricted"
securities, that the Stock Certificates, the stock certificates for the Warrant
Shares and the Warrant shall bear the restrictive legend specified in Section
2(g) of this Agreement, and that stop-transfer instructions have been given by
the Company to its transfer agent with respect to the Securities. If Buyer
provides the Company with an opinion of counsel, reasonably satisfactory in
form, scope and substance to the Company, that registration of a resale by Buyer
of any of the Securities is not required under the 1933 Act or any applicable
state securities or blue sky laws, the Company shall permit the transfer and
promptly instruct its transfer agent to issue one or more certificates in such
name and in such denominations as specified by Buyer.

         6.       CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL

                  The obligation of the Company hereunder to sell the Securities
is subject to the satisfaction, at or before the Closing Date, of each of the
following conditions, provided that these conditions are for the Company's sole
benefit and may be waived by the Company at any time in its sole discretion:

                  a.       The parties shall have executed this Agreement and
the Registration Rights Agreement, and delivered the same to each other.

                  b.       Buyer shall have delivered the Purchase Price to the
Company by wire transfer of immediately available funds pursuant to the wiring
instructions provided by the Company.

                  c.       The representations and warranties of Buyer shall be
true and correct in all material respects as of the date when made and as of the
Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date), and Buyer shall have performed,
satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by Buyer at or prior to the Closing Date. The Company shall have received a
certificate, executed by an executive officer of the Buyer, dated as of the
Closing Date, to the foregoing effect and as to such other matters reasonably
requested by the Company


<PAGE>

         7.       CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE

                  The obligation of Buyer hereunder to purchase the Securities
is subject to the satisfaction, at or before the Closing Date, of each of the
following conditions, provided that these conditions are for Buyer's sole
benefit and may be waived by Buyer at any time in his sole discretion:

                  a.       The parties shall have executed this Agreement and
delivered the same to each other.

                  b.       The representations and warranties of the Company
shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at that time (except for representations
and warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Company at or prior to the Closing Date.

                  c.       Until the Closing Date, the Common Stock shall be
authorized for quotation on the American Stock Exchange ("AMEX") and trading in
the Common Stock shall not have been suspended by the SEC or AMEX.

                  d.       The Company shall have delivered the Stock
Certificates to the Buyer.

         8.       GOVERNING LAW; MISCELLANEOUS

                  a.       Governing Law. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of Florida without
regard to the principles of conflict of laws.

                  b.       Counterparts. This Agreement may be executed in two
or more identical counterparts, all of which shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party. In the event any signature page is
delivered by facsimile transmission, the party using such means of delivery
shall cause three (3) additional original executed signature pages to be
physically delivered to the other party within five (5) days of the execution
and delivery hereof.

                  c.       Headings. The headings of this Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement.

                  d.       Severability. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction.

                  e.       Entire Agreement; Amendments. This Agreement and the
instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor any Buyer
makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by
an instrument in writing signed by the party to be charged with enforcement.

                  f.       Notices. Any notices required or permitted to be
given under the terms of this Agreement shall be sent by mail or delivered
personally or by courier and shall be effective five days after being placed in
the mail, if mailed, certified or registered, return receipt requested, or upon
receipt, if delivered personally or by courier, in each case addressed to a
party. The addresses for such communications shall be:

                  If to the Company:


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                  Galaxy Nutritional Foods, Inc.
                  2441 Viscount Row
                  Orlando, FL 32809
                  Telephone: (407) 855-5500
                  Telecopy: (407) 855-1099
                  Attention: Mr. Angelo S. Morini

                  With copy to:

                  Baker & Hostetler LLP
                  200 South Orange Avenue
                  Orlando, FL 32801
                  Telephone: (407) 649-4000
                  Telecopy: (407) 841-0168
                  Attention: Kenneth C. Wright, Esq.

                  If to Buyer:

                  -----------------------------
                  -----------------------------
                  -----------------------------
                  Telephone: __________________
                  Telecopy:  __________________
                  Attention: __________________

Each party shall provide notice to the other party of any change in address.

                  g.       Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
assigns. Neither the Company nor Buyer shall assign this Agreement or any rights
or obligations hereunder without the prior written consent of the other (which
consent may be withheld for any reason in the sole discretion of the party from
whom consent is sought).

                  h.       Third Party Beneficiaries. This Agreement is intended
for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other person.

                  i.       Survival. The representations and warranties of the
Company and Buyer contained in Sections 2 and 3 and the agreements and covenants
set forth in Sections 4, 8(g), 8(h), 8(k) and 8(l), and this subsection shall
survive the closing for a period of two (2) years thereafter.

                  k.       Publicity. The Company and Buyer shall have the right
to approve before issuance any press releases or any other public statements
with respect to the transactions contemplated hereby; provided, however, that
the Company shall be entitled, without the prior approval of Buyer, to make any
press release with respect to such transactions as the Company determines is
required by applicable law and regulations.

                  l.       Further Assurances. Each party shall do and perform,
or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

                  m.       Termination. In the event that the closing shall not
have occurred on or before five (5) days from the date hereof, this Agreement
shall terminate at the close of business on such date.


<PAGE>

         IN WITNESS WHEREOF, Buyer and the Company have caused this Securities
Purchase Agreement to be duly executed as of the date first written above.

                                       "Company"

                                       GALAXY NUTRITIONAL FOODS, INC.


                                       By:
                                          -------------------------------------
                                       Name:  Angelo S. Morini
                                       Title:  Chief Executive Officer



                                       "Buyer"



                                       By:
                                          -------------------------------------
                                       Name:
                                             ----------------------------------
                                       Title:
                                              ---------------------------------