FIRST AMENDMENT TO LOAN AGREEMENT AND STOCK PLEDGE AGREEMENT

     THIS FIRST  AMENDMENT TO LOAN  AGREEMENT AND STOCK PLEDGE  AGREEMENT  (this
"Amendment") is made as of this 16TH day of December, 2002 by and between Galaxy
Nutritional  Foods,  Inc.,  f/n/a Galaxy Foods Company,  a Delaware  corporation
(together  with  any  successor   thereto,   the  "SECURED  PARTY")  and  Morini
Investments Limited Partnership, a Delaware limited partnership (the "PLEDGOR").
Terms not expressly  defined in this Amendment shall have the meanings  ascribed
to them in the Pledge Agreement (as defined below).

     WHEREAS,  Angelo S. Morini  ("MORINI")  beneficially  owns and controls the
Pledgor; and

     WHEREAS,  the  Secured  Party and Morini  entered  into that  certain  Loan
Agreement  dated  as of June  15,  1999  (the  "LOAN  AGREEMENT"),  whereby  two
promissory  notes  previously  delivered  to the  Secured  Party by Morini  were
modified and  consolidated  into a new promissory  note delivered to the Secured
Party by Morini 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 Pledgor and the
Secured Party entered into that certain Stock Pledge Agreement dated as June 15,
1999 (the "PLEDGE AGREEMENT"), whereby the Pledgor pledged certain of its shares
of the Secured Party's common stock to the Secured Party; and

     WHEREAS,  as a result of a scrivener's  error,  the Loan  Agreement and the
Pledge  Agreement  stated an incorrect  number of shares of the Secured  Party's
common stock that secured the Indebtedness; and

     WHEREAS, the Secured Party, Morini and the Pledgor desire to amend the Loan
Agreement and the Pledge  Agreement to state the correct number of shares of the
Secured  Party's  common  stock  pledged  to the  Secured  Party to  secure  the
Indebtedness.

     NOW THEREFORE,  in  consideration of the foregoing and the mutual covenants
and agreement hereinafter set forth, the parties agree as follows:

1. RECITALS. The above recitals are true and correct and are incorporated herein
by this reference.

2. AMENDMENTS TO LOAN AGREEMENT AND PLEDGE AGREEMENT.

     (a) Section 2. of the Loan  Agreement  entitled  "SECURITY FOR THE LOAN" is
hereby amended by deleting "2,571,429" and inserting in lieu thereof "2,914,286"
and by deleting  the phrase  "the  outstanding  principal  balance of" from such
Section.

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     (b)  Paragraph  3.  of  the  section  in  the  Pledge  Agreement   entitled
"BACKGROUND",  is hereby amended by deleting  "2,571,429"  and inserting in lieu
thereof "2,914,286".

3. FULL FORCE AND EFFECT.  All other  provisions of the Pledge  Agreement  shall
remain in full force and effect,  unaltered except as expressly  provided above,
and this Amendment shall not be deemed a novation.

4.  COUNTERPARTS.  This  Amendment may be executed in two or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

     IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of the
day and year written above.

                                        GALAXY  NUTRITIONAL FOODS, INC.,
                                        a Delaware corporation

                                        By: /s/ Angelo S. Morini
                                            -----------------------------
                                        Name: Angelo S. Morini
                                              ---------------------------
                                        Title: Chair., Pres. & CEO
                                               --------------------------


                                        MORINI INVESTMENTS LIMITED
                                        PARTNERSHIP, a Delaware limited
                                        partnership

                                        By: Morini Investments, LLC, a
                                            Delaware limited liability company,
                                            its General Partner


                                        By: /s/ Angelo S. Morini
                                            -----------------------------
                                            Angelo S. Morini
                                            President

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