STOCK PLEDGE AGREEMENT

     THIS STOCK PLEDGE  AGREEMENT (the  "Agreement") is made and entered into as
of the 15th day of June,  1999, by and between GALAXY FOODS COMPANY,  a Delaware
corporation (the "Secured Party"), and MORINI INVESTMENTS LIMITED PARTNERSHIP, a
Delaware limited partnership (the "Pledgor").

                                   BACKGROUND
                                   ----------

     1. As set forth in a Loan Agreement  dated as of the date hereof (the "Loan
Agreement"), between Secured Party and Pledgor, Secured Party has agreed to loan
Angelo S. Morini, the sum of Twelve Million Seven Hundred  Seventy-Two  Thousand
Two Hundred Dollars ($12,772,200) (the  "Indebtedness"),  with such Indebtedness
being evidenced by a Promissory Note dated as of the date hereof (the "Note").

     2. Pledgor is beneficially owned and controlled by Angelo S. Morini.

     3. As security for repayment of the Indebtedness,  Pledgor desires to grant
to Secured  Party a  continuing  security  interest in  2,571,429  shares of the
common stock of Secured  Party,  represented by stock  certificate  number ____,
registered  in the name of Pledgor and duly  endorsed in blank and  delivered to
Secured Party herewith (the "Galaxy Shares" or the "Collateral").

                                    AGREEMENT

     NOW  THEREFORE,  for  and in  consideration  of  the  mutual  promises  and
covenants contained herein, and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     1.  RECITALS.  The  parties  hereto  acknowledge  that  the  aforementioned
recitals are true and correct and agree that such  recitals,  together  with the
definitions set forth therein

<PAGE>

and in the  preamble  to this  Agreement,  are  hereby  incorporated  into  this
Agreement by this reference.

     2. CREATION OF SECURITY  INTEREST.  Pledgor hereby  affirms,  acknowledges,
ratifies, grants and assigns in favor of Secured Party a first, prior, sole lien
and security interest (the "Security  Interest") in all of the Galaxy Shares and
in all accessions,  substitutions,  replacements and proceeds thereof, including
without  limitation,   whether  by  law,  merger  or  exchange,  to  secure  the
outstanding  principal balance of the Indebtedness.  Pledgor hereby warrants and
represents to Secured Party that the Galaxy Shares are owned by Pledgor free and
clear of any liens, charges or encumbrances.

     3. TRANSFER OF SECURITIES  TO SECURED  PARTY.  Secured Party shall hold the
Collateral as security for the timely and complete performance by Pledgor of all
of its obligations to Secured Party under the Loan Agreement,  the Note and this
Agreement, in accordance with the provisions of this Agreement.

     4. PERFECTION OF SECURITY INTEREST. The security interest in the Collateral
shall be perfected pursuant to Sections  678.321(1) and 678.313(1)(a) of Florida
Statutes by their  delivery to Secured  Party and the  continued  possession  by
Secured Party of same.

     5. PROXY.  Pledgor  irrevocably  constitutes  and appoints  Secured  Party,
whether or not the Galaxy Shares have been  transferred into the name of Secured
Party,  as  Pledgor's  proxy,   with  full  power  to  (a)  attend  meetings  of
stockholders held after the date of this Agreement and, to the extent permitted,
vote the Galaxy Shares at those  meetings in such manner as Secured Party shall,
in its sole and absolute discretion, deem appropriate,  (b) consent, in the sole
and absolute  discretion of Secured Party, to any action by or concerning Galaxy
for which  consent  of the  stockholders  of Galaxy  is or may be  necessary  or
appropriate,  and (c) do all things which Pledgor  could do as a stockholder  of
Galaxy,

                                       2
<PAGE>

giving  and  granting  unto  Secured  Party  full  power  of  substitution   and
revocation.  Notwithstanding the provisions  contained in the preceding sentence
(hereinafter  referred to as the "Proxy  Rights"),  Secured  Party hereby agrees
that it will not  perform,  exercise,  take or assert any of the Proxy Rights so
long as  Pledgor  is not in  default  of the  Loan  Agreement,  the Note or this
Agreement,  and that,  in such  situation,  Pledgor may  exercise all such Proxy
Rights on its own.  Pledgor hereby revokes all proxies  heretofore  given to any
person or persons and agrees not to give any other proxies in derogation of this
proxy for so long as this Agreement is in force.

     6.  COMPLIANCE WITH LOAN AGREEMENT AND NOTES.  Upon Pledgor's  repayment of
(or the  forgiveness  of) all  Indebtedness  in accordance with the terms of the
Loan Agreement and the Note, Secured Party, at its sole cost and expense,  shall
immediately  redeliver and transfer the Galaxy Shares and all rights  therein to
Pledgor, free and clear of all liens,  security interests and encumbrances,  and
this Agreement shall terminate.

     7. ORDINARY CARE BY SECURED PARTY.  Secured Party must use ordinary care in
the custody and preservation of the Collateral in its possession.

     8. ENDORSEMENT ON STOCK CERTIFICATES:  Until such date as this Agreement is
terminated, each certificate representing the Collateral now or hereafter issued
to Pledgor shall bear a statement in substantially the following form:

          The transfer,  encumbrance or other  disposition  (whether  voluntary,
          involuntary  or by operation of law) of the shares of stock  evidenced
          by this  certificate  is restricted  under the terms of a Stock Pledge
          Agreement dated as of June 15, 1999, by and between Galaxy Foods
          Company and Morini Investments Limited Partnership, a copy of which is
          on file and available for inspection at the principal office of Galaxy
          Foods Company.

     9. EVENT OF DEFAULT.  An Event of Default shall occur upon the happening of
any of the following:

                                       3
<PAGE>

          (a) Default in the performance of any of the obligations  contained or
referred to herein;

          (b) Default in the performance of Pledgor's  obligations  under either
the Loan Agreement or the Note;

          (c) Any materially false warranty, representation or statement is made
or furnished to Secured Party by or on behalf of Pledgor;

          (d) The  insolvency,  failure  in  business,  commission  of an act of
bankruptcy,  general  assignment  for the  benefit of  creditors,  filing of any
petition in bankruptcy or for relief under the provisions of the Bankruptcy Act,
of, by, or against Pledgor; or

          (e) The transfer or encumbrance,  by any means, of any interest in the
Collateral other than in favor of Secured Party.

     10.  REMEDIES.  Upon the  occurrence  of an Event of Default and during the
continuation thereof, Secured Party may, at its option, thereupon or thereafter,
without  notice  to  or  demand  upon  Pledgor,  declare  any  and  all  of  the
Indebtedness  immediately  due and payable without notice or demand and the same
shall  immediately  become and be due and payable without notice or demand,  and
further,  Secured  Party may take the  Collateral in its own name and dispose of
such number of Galaxy  Shares as may be  necessary  to satisfy  the  outstanding
balance of the Indebtedness and any accrued interest thereon (as provided in the
Loan  Agreement) and all  reasonable  and necessary  expenses of such taking and
such sale,  including,  without  limitation,  reasonable  attorneys'  fees. Upon
disposition by Secured Party of such Galaxy Shares,  Pledgor shall not be liable
for any deficiency in the  Indebtedness or in any accrued  interest or expenses,
it being  understood  that Secured Party shall look solely to the Collateral for
repayment of all  Indebtedness,  including accrued interest thereon (if any) and
all expenses. Secured Party shall promptly

                                       4
<PAGE>

account to Pledgor in writing for any  surplus  derived  from such sale,  and if
any,  Secured  Party shall  further cause a stock  certificate  evidencing  such
surplus shares to be issued, at its sole cost and expense, to Pledgor.

     11. MISCELLANEOUS PROVISIONS.

          (a)  GOVERNING  LAW;  WAIVER OF TRIAL BY JURY.  The  validity  of this
Agreement  and any provision  hereof shall be determined  under and be construed
according to Florida  Statutes,  Chapter 678, and other  applicable  laws of the
State of Florida. Each of the parties hereto waives any and all right to a trial
by jury in any case,  action,  claim,  counterclaim or proceeding brought before
any court or  tribunal  concerning  this  Agreement  or any  matter  arising  in
connection therewith.  Venue for any action shall be in Orange County,  Florida,
and Pledgor hereby agrees to submit to such jurisdiction.

          (b)   EFFECT   OF   INVALIDITY   OF   PARTICULAR    PROVISIONS.    The
unenforceability  or invalidity of any provision or provisions of this Agreement
shall  not  render  any  other   provision  or   provisions   herein   contained
unenforceable or invalid.

          (c) CUMULATIVE  RIGHTS,  POWERS AND REMEDIES.  The rights,  powers and
remedies  given to Secured Party by this  Agreement  shall be in addition to all
rights, powers and remedies given Secured Party by virtue of any statute or rule
of law.

          (d) WAIVER.  Any  forbearance,  failure,  or delay by Secured Party in
exercising any right,  power or remedy under this Agreement  shall not be deemed
to be a waiver  of such  right,  power or  remedy,  and any  single  or  partial
exercise of any right, power or remedy,  under this Agreement shall not preclude
the further exercise thereof; and every right, power and remedy of Secured Party
shall  continue in full force and effect  until such  right,  power or remedy is
specifically waived by an instrument in writing executed by Secured Party.

                                       5
<PAGE>

          (e)  BINDING  EFFECT.  All of the  terms,  covenants,  warranties  and
representations contained herein shall be binding upon the parties, their heirs,
successors and assigns.

          (f) ENTIRE  AGREEMENT.  Except as  specifically  stated  herein,  this
Agreement  constitutes the entire  agreement  between parties and supersedes all
agreements, representations, warranties, statements, promises and understandings
not specifically set forth in this Agreement or in the certificates or documents
delivered in connection herewith. Neither party has in any way relied, nor shall
in  any  way  rely,  upon  any  oral  or  written  agreements,  representations,
warranties, statements, promises or understandings not specifically set forth in
this Agreement or in such documents.

          (g)  AMENDMENTS.  Neither  this  Agreement  nor any term hereof may be
changed,  waived,  discharged or terminated orally, but only by an instrument in
writing  signed by the party against which  enforcement  of the change,  waiver,
discharge or termination is sought.

          (h)  HEADINGS.  The  headings in this  Agreement  are for  purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

          (i) FURTHER  ASSURANCES.  Each of the parties  hereto  agree that they
shall sign such additional and  supplemental  documents,  including  irrevocable
stock  powers,  to  implement  the  transactions  contemplated  pursuant to this
Agreement  when  requested  to do so to any party to this  Agreement  or Secured
Party.

          (l)   COUNTERPARTS.   This   Agreement  may  be  executed  in  several
counterparts,  each of which shall be regarded as the  original and all of which
shall constitute one and the same Agreement.

                                       6
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.

                                        SECURED PARTY:

                                        GALAXY FOODS COMPANY,
                                        a Delaware corporation

                                        By: /s/ Cynthia L. Hunter
                                            ---------------------------------
                                        Name: Cynthia L. Hunter
                                              -------------------------------
                                        Its: Chief Financial Officer
                                             --------------------------------


                                        PLEDGOR:

                                        MORINI INVESTMENTS LIMITED PARTNERSHIP,
                                        a Delaware limited partnership

                                        By: Morini Investments, LLC
                                        Its: General Partner


                                        By: /s/ Angelo S. Morini
                                            ---------------------------------
                                        Name: Angelo S. Morini
                                              -------------------------------
                                        Its: General Partner
                                             --------------------------------

                                       7
<PAGE>