AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of the _15TH_ day
of __June__,  1999, by and between GALAXY FOODS COMPANY, a Delaware corporation,
hereinafter  referred to as the  "Company,"  and ANGELO S.  MORINI,  hereinafter
referred to as the "Employee."

                              W I T N E S S E T H:

     WHEREAS,  Employee  has been  employed by the Company for a number of years
and is  presently  serving as the  Chairman  of the Board,  President  and Chief
Executive Officer of the Company;

     WHEREAS,  the parties  entered into an  Employment  Agreement,  dated as of
October 10, 1995 (the  "Original  Agreement"),with  respect to the employment of
Employee as the Company's President and Chief Executive Officer;

     WHEREAS,  the parties desire to amend and restate the Original Agreement in
its  entirety in order to better  provide  for the  continuation  of  Employee's
employment on terms satisfactory to the parties.

     NOW,  THEREFORE,  for and in  consideration  of the premises and the mutual
promises and conditions  herein  contained,  the monies to be paid hereunder and
for other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties do hereby agree as follows:

     1. TERM OF EMPLOYMENT.  The Company  hereby  employs  Employee and Employee
hereby accepts  employment  with the Company for a "rolling"  period of five (5)
years  commencing  on the date first written  above.  That is, unless one of the
parties  hereto  expresses  in writing to the other party its  unwillingness  to
extend  this  Agreement  by no  later  than  ninety  (90)  days  prior  to  each
anniversary  date of  this  Agreement,  the  term of  this  Agreement  shall  be
automatically  extended for an  additional  one (1) year  period.  Consequently,
until  either  party has provided  notice to the other of its  unwillingness  to
extend  this  Agreement,  the term of this  Agreement  shall  always be five (5)
years.  Notwithstanding the foregoing,  this Agreement may be terminated earlier
as hereinafter set forth.

     2. DUTIES OF EMPLOYEE;  EXCLUSIVITY.  Employee is hereby hired and employed
by the  Company  as its  Chairman  of the Board,  Chief  Executive  Officer  and
President, to perform the duties and accept the responsibilities as are assigned
to him by the Company's Board of Directors.  Employee shall have such powers and
duties as may from time to time be  prescribed  by the Board of Directors or the
Company's  bylaws,  provided  that such  powers and duties are  consistent  with
Employee's present powers and

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duties and with  Employee's  position as Chairman of the Board,  Chief Executive
Officer and President of the Company. Employee shall devote substantially all of
his productive time, ability and attention to the business of the Company during
the term of this Agreement. During the term of this Agreement, Employee will not
engage in any other business  activity during business hours without the written
consent of the Company.

     3. COMPENSATION.

          (a) As  compensation  for  services  rendered  under  this  Agreement,
Employee  shall be entitled  to receive  from the Company a base salary of Three
Hundred Thousand Dollars  ($300,000.00) per year, payable in accordance with the
normal  pay-roll  practices  of the  Company.  Employee's  base salary  shall be
reviewed not less than annually by the Company's Board of Directors.

          (b) As an incentive  for  Employee to increase  Company net income and
shareholder  value,  Employee  shall be entitled to receive from the Company the
following  profit sharing  percentages  within ninety (90) days after the end of
the Company's applicable fiscal year:

          COMPANY PRE-TAX NET INCOME              PROFIT SHARING PERCENTAGE
                $0 - 2,000,000                                5%
            $2,000,001 - 4,000,000                            4%
               above $4,000,000                               3%

          Company  pre-tax net income (for book purposes) for each year shall be
determined by the Company's outside independent  accountants.  The Company shall
deduct from all profit sharing  payments all applicable  income tax  withholding
and  related  taxes in  accordance  with the  normal  payroll  practices  of the
Company.

          (c) In addition to his base salary and profit sharing, the Company may
pay Employee  bonuses from time to time as determined by the Company's  Board of
Directors.

     4. EMPLOYEE BENEFITS.

          (a) Employee shall be entitled to receive all benefits  generally made
available to the senior executives of the Company.

          (b) At the time this Agreement is executed,  Employee shall be granted
certain  options  pursuant to a separate  stock option  agreement.  Said options
shall,  at the  election of Employee,  be granted (i) pursuant to the  Company's
stock option plan for its employees and executive officers,  or (ii) outside the
Company's  stock option plan for its  employees  and  executive  officers.  Such
options  shall be granted  in part,  because of  Employee's  agreement  to waive
certain rights to mandatory option grants, waive the

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ability to put stock to the Company and accept a lower profit sharing percentage
than is provided in the Original Agreement.

          (c) The Company will reimburse  Employee for his expenses  relating to
his personal  financial  planning,  estate  planning and legal fees and expenses
incurred by Employee in connection with the preparation of this Agreement.

          (d) The Company will obtain, and maintain in effect during the term of
this Agreement,  for the benefit of Employee (or reimburse Employee for the cost
of) (i) a Two Million Dollar  ($2,000,000)  term life insurance  policy insuring
Employee's life, the beneficiaries of which shall be designated by Employee, and
(ii) a disability  insurance policy providing for payment of at least two-thirds
(2/3) of Employee's base salary.

          (e) The Company shall take all actions, and pay all expenses and fees,
necessary  for  Employee  and his  family to  obtain  membership  privileges  at
Isleworth  Country  Club.  Such  membership  may be in the  form  of a  personal
membership for Employee,  or as part of a corporate membership to be acquired by
the Company, in the Company's discretion.  In addition,  during the term of this
Agreement,  the Company shall reimburse  Employee,  or pay directly,  any annual
dues relating to such membership.

     5. VACATION.  Employee shall be entitled to four (4) weeks annual  vacation
at full pay in accordance with the Company's vacation and leave policies for its
senior  executives in effect from time to time.  Subject to such  policies,  the
time and  duration  for such  vacation  shall be  selected  by  Employee  at his
discretion.

     6. REIMBURSEMENT OF EMPLOYEE EXPENSES.  Employee shall be expected to incur
various  business  expenses   customarily   incurred  by  persons  holding  like
positions,  including, but not limited to, traveling,  entertainment and similar
expenses,  all of which are to  incurred  by  Employee  for the  benefit  of the
Company.  Subject to the Company's  policy  regarding the  reimbursement of such
expenses,  the Company shall  promptly  reimburse  Employee for such expenses at
Employee's request, and Employee shall account to Company for such expenses.

     7. AUTOMOBILE.  Company will pay Employee's cost of a leased automobile, in
approximately  the same amount as has been previously paid by the Company during
the twelve (12) months preceding the date of this Agreement, for the use of such
automobile for business purposes of the Company.  The Company agrees to keep the
automobile  maintained and repaired in good driving condition.  The Company also
agrees to maintain  insurance,  at its  expense,  on the  automobile  in amounts
acceptable to the Company and Employee.  A  certification  of insurance  showing
such coverage shall be provided to Employee upon request.

     8.  MODIFICATION OF EXISTING NOTES. In connection with Employee's  exercise
of certain  rights to purchase  Company  common stock,  Employee has  previously
delivered two interest bearing promissory notes to the Company in the amounts of
$11,572,200  (the "October 1995 Note") and $1,200,000 (the "November 1994 Note),
representing the

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purchase price for such common stock purchases. The October 1995 Note is secured
by certain shares of the Company's  common stock owned by Employee.  The parties
hereby  agree that the  October  1995 Note and the  November  1994 Note shall be
canceled (with the Company  forgiving any accrued interest  thereunder) and that
the parties shall enter into a new Loan Agreement, the form of which is attached
hereto as EXHIBIT A (the "Loan  Agreement").  The Loan  Agreement  shall provide
that  Employee and the Company  execute a new  promissory  note and stock pledge
agreement.

     9. NON-DISCLOSURE OF INFORMATION CONCERNING BUSINESS; NON-INTERFERENCE.

          (a) Employee  will not at any time,  in any  fashion,  form or manner,
either directly or indirectly,  divulge, disclose, or communicate to any person,
firm,  or  corporation,  or other entity or utilize for his own benefit,  in any
manner  whatsoever,  any trade secrets or any  confidential  information  of any
kind, nature, or description concerning any matters affecting or relating to the
business of the Company and its  affiliates  or their  manner of  operation,  or
their  confidential  plans,  processes  or other  data of any  kind,  nature  or
description.

          (b) All  tangible  confidential  information  and  other  confidential
documentation,  either  directly or  indirectly  coming into the  possession  of
Employee  in the  course of his  employment,  including  all  copies  thereof or
reproductions  or drawings  made  therefrom,  shall  remain the  property of the
Company and shall be returned  immediately upon the expiration or termination of
the term of  Employee's  employment.  Thereafter,  Employee  shall not reduce to
writing or other-wise record any of the proprietary or confidential  information
dis-closed to him during his employment.

          (c)  Employee  shall not  purposefully  interfere  with the  Company's
suppliers, customers or other business relations by using the Company's internal
data in a  damaging  or  derogatory  manner  that would  potentially  damage the
Company's relationships with such parties.

          (d) The Company and Employee  hereby  stipulate that, as between them,
the foregoing matters are important,  material,  and  confidential,  and gravely
affect the effectiveness and successful  conduct of the business of the Company,
and its goodwill, and that any breach of the terms of this Section is a material
breach of this Agreement.

          (e) The obligations of Employee pursuant to this Section shall survive
any termination of Employee's employment with the Company and shall be in effect
for one (1) year following the date of termination.

     10. NON-COMPETITION BY EMPLOYEE. During the term of this Agreement, and for
a period of one (1) year  following the  termination  of this  Agreement for any
reason  other than  pursuant  to Section  13,  Section  14(a) or Section  14(b),
Employee  shall not,  directly or indirectly,  either as an employee,  employer,
consultant, agent, principal, partner, stockholder (other than owning fewer than
one percent (1%) of the outstanding

<PAGE>

shares  of a public  corporation),  corporate  officer,  director,  or any other
individual or  representative  capacity,  engage or  participate in any business
that directly  competes with the Company within those areas in the United States
in which the Company is doing business as of the date of termination.

     11. INJUNCTIVE RELIEF. It is acknowledged and agreed that, in the event the
provisions  of this  Agreement  are breached by  Employee,  the extent of actual
damages  sustained  by  the  Company  or  its  assignee  will  be  difficult  of
ascertainment,  though great and irreparable,  for which any remedy at law would
be inadequate.  Therefore,  the parties hereto  expressly agree that the Company
shall  have a right to seek  injunctive  relief  for  breach of any of the terms
hereof, plus damages for such breach to the maximum extent permitted by law.

     12.  TERMINATION BY THE COMPANY FOR CAUSE.  The Company may, at its option,
without  prejudice  to any other  remedy to which the  Company  may be  entitled
either at law or in equity under this  Agreement,  terminate  this  Agreement by
giving written notice of termination to Employee in the event that subsequent to
the date of this Agreement:

          (a) Employee is convicted of or pleads guilty to a felony crime-;

          (b)  Employee  is found  guilty  of fraud,  conversion,  embezzlement,
falsifying  records or re-ports,  or a similar  crime  involving  the  Company's
property; or

          (c) Employee willfully  breaches this Agreement.  For purposes hereof,
no act,  or failure to act, on  Employee's  part shall be  considered  "willful"
unless  done,  or  admitted  to be done,  by  Employee  in bad faith and without
reasonable  belief that such action or omission was in the best interests of the
Company.

     In the event Employee's  termination shall be effective under this Section,
Employee shall not be en-titled to receive any further  compensation or benefits
under the terms hereof.

     13.  TERMINATION BY THE COMPANY  WITHOUT CAUSE.  If the Company  terminates
Employee  "without  cause,"  which  shall mean for any reason  other than as set
forth in Section 12, then  Employee  shall:  (a) be paid an amount  equal to his
base salary in effect at the time of  termination  for the following  sixty (60)
month  period,  or the  remainder  of the term of this  Agreement,  whichever is
longer, (b) become fully "vested" under the terms of any stock option agreements
executed and delivered  prior to, along with, or after this Agreement and (c) be
released  from the  terms  of the  Loan  Agreement  and all  monies  outstanding
thereunder shall be forgiven by the Company.

     14. TERMINATION BY EMPLOYEE.

          (a) Employee  may, at his option,  after  complying  with this Section
14(a),  terminate this Agreement in the event of a material  breach of the terms
of this  Agreement  by the Company.  Employee  shall be required to give written
notice to the

<PAGE>

Company setting forth with  particularity the nature of the material breach. The
Company shall have thirty (30) days following its receipt of Employee's  written
notice  in  which to cure  its  breach  before  Employee's  termination  of this
Agreement shall be effective.

          (b) Employee may, at his option, terminate this Agreement in the event
of a change in  control  of the  Company.  For  purposes  hereof,  a "change  in
control"  of the  Company  means  that a  majority  of the  Company's  Board  of
Directors is comprised of persons for whom Employee did not vote in his capacity
as a director  or a  shareholder  of the  Company;  provided,  that if  Employee
abstains  from voting for any person as a  director,  such  abstention  shall be
deemed  (for  purposes  of this  paragraph  only) to be an  affirmative  vote by
Employee for such person as a director.

          (c) In the  event  Employee's  termination  shall be  effective  under
Section 14(a) or Section 14(b),  Employee shall:  (i) be entitled to receive his
base salary in effect at the time of  termination  for the following  sixty (60)
month  period  or the  remainder  of the term of this  Agreement,  whichever  is
longer,  (ii)  become  fully  "vested"  under  the  terms  of any  stock  option
agreements  executed and delivered prior to, along with, or after this Agreement
and  (iii) be  released  from the  terms of the Loan  Agreement  and all  monies
outstanding thereunder shall be forgiven by the Company.

          (d) If Employee  terminates this Agreement in any manner other than in
accordance  with Section  14(a) or Section  14(b),  he shall not be en-titled to
receive any further compensation or benefits under the terms hereof.

     15.  INDEMNIFICATION.  In the event  Employee  at any time is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(including any action by or in the right of the Company) by reason of, due to or
arising out of the fact that he is then or was previously a director, officer or
employee of the  Company,  or because of any action taken or omitted by Employee
in any of such capacities,  the Company agrees to indemnify Employee against all
expenses  (including  reasonable  attorney  fees at all levels of  proceedings),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with  such  action,  suit or  proceeding,  provided  that
Employee  shall  not be  entitled  to  indemnification  if a court of  competent
jurisdiction in a final nonappealable decision determines that Employee acted in
bad faith or, in the case of a criminal  matter,  knew or should  have known his
conduct was unlawful. Employee's expenses incurred in defending against any such
civil or criminal  action,  suit or  proceeding  shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding upon request
of Employee and the receipt of an unsecured undertaking by Employee to repay the
amount  paid by the  Company  if it is  ultimately  determined  by a court  in a
nonappealable  decision  that  Employee  was  not  entitled  to  indemnification
pursuant to this  Section.  The  indemnification  provisions of this Section are
non-exclusive and shall not affect other indemnification  rights Employee has or
may have under Delaware law, the Articles of  Incorporation  of the Company,  as
amended,  the Company's  Bylaws from time to time in effect and/or any insurance
policies  covering  Employee.  The  provisions  of this  Section  are a material
inducement to Employee in

<PAGE>

entering into this  Agreement and shall survive the expiration or termination of
this Agreement,  shall continue in effect after Employee ceases to be an officer
or a director of the Company and shall inure to the benefit of the heirs,  legal
representatives and administrators of Employee. If any provision of this Section
shall for any reason be determined to be invalid,  the other  provisions  hereof
shall not be affected and shall remain in full force and effect.

     16. ATTORNEYS' FEES. In the event any litigation or controversy  arises out
of or in  connection  with  this  Agreement  between  the  parties  hereto,  the
prevailing party in such litigation or controversy  shall be entitled to recover
from the other party or parties all  reasonable  attorneys'  fees,  expenses and
suit costs,  including  those  associated  with any  appellate or post  judgment
collection proceedings.

     17. TIME OF  ESSENCE.  Time is of the  essence of this  Agreement  and each
covenant and condition contained herein.

     18.  NOTICES AND DEMANDS.  Any notice or demand which,  by any provision of
this  Agreement or any  agreement,  document,  or instrument  executed  pursuant
hereto,  except as  otherwise  provided  therein,  is required or provided to be
given shall be deemed to have been sufficiently given or served for all purposes
if sent by certified or registered  mail,  postage and charges  prepaid,  to the
following  addresses:  IF TO THE COMPANY,  2441 Viscount Row,  Orlando,  Florida
32809,  Attention:  General Counsel,  or at any other address  designated by the
Company to Employee in  writing,  and IF TO  EMPLOYEE,  c/o 2441  Viscount  Row,
Orlando,  Florida 32809,  or at any other address  designated by Employee to the
Company in writing.

     19.  SEVERABILITY.  In case  any  covenant,  condition,  term or  provision
contained  in  this  Agreement  shall  be  held  to  be  invalid,   illegal,  or
unenforceable in any respect, in whole or in part, by judgment,  order or decree
of any court or other judicial  tribunal of competent  jurisdiction,  from which
judgment, order or decree no further appeal or petition for review is available,
the  validity  of the  remaining  covenants,  conditions,  terms and  provisions
contained in this Agreement,  and the validity of the remaining part of any term
or provision held to be partially in-valid,  illegal or unenforceable,  shall in
no way be affected, prejudiced, or disturbed thereby.

     20. WAIVER OR MODIFICATION.  No waiver or modification of this Agreement or
of any covenant,  condition or limitation herein contained shall be valid unless
in writing and duly executed by the party to be charged therewith.  Furthermore,
no  evidence  of any waiver or  modification  shall be offered  or  received  in
evidence  in any  proceeding,  arbitration  or  litigation  between  the parties
arising out of or affecting this Agreement,  or the rights or obligations of any
party  hereunder,  unless  such  waiver or  modification  is in writing and duly
executed as aforesaid.  The  provisions of this Section may not be waived except
as herein set forth.

     21. COMPLETE AGREEMENT. This Agreement constitutes the en-tire agreement of
the parties  hereto with  respect to the subject  matter of this  Agreement  and
supersedes

<PAGE>

any and all previous  agreements  between the parties,  whether written or oral,
with respect to such subject matter.

     22.  APPLICABLE  LAW,  BINDING EFFECT AND VENUE.  This  Agreement  shall be
construed and regulated under and by the laws of the State of Florida, and shall
inure to the benefit of and be binding upon the parties  hereto and their heirs,
personal  representatives,  successors and assigns. Venue for any action related
to or arising out of this Agreement shall lie in Orange County, Florida.

     23.  SECTION AND PARAGRAPH  HEADINGS.  Section and paragraph  headings used
throughout  this  Agreement  are for  reference  and  convenience  and in no way
define,  limit or describe  the scope or intent of this  Agreement or affect its
provisions.

     24. MULTIPLE  COPIES OR COUNTERPARTS OF AGREEMENT.  The original and one or
more  copies of this  Agreement  may be  executed  by one or more of the parties
hereto. In such event, all of such executed copies shall have the same force and
effect as the executed  original  and all of such  counterparts  taken  together
shall have the effect of a fully executed original.

     25. NUMBER AND GENDER. Whenever used herein, singular numbers shall include
the plural, the plural the singular, and the use of any gender shall include all
genders.

     26.  FURTHER  ASSURANCES.  Each of the parties hereto agree that they shall
sign such additional and supplemental documents as may be necessary to implement
the transactions contemplated pursuant to this Agreement when requested to do so
by any party to this Agreement.

     Signed as of the day first  written  above  with the  intent to be  legally
bound.


                                        COMPANY:

                                        GALAXY FOODS COMPANY,
                                        a Delaware corporation

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

                                        EMPLOYEE:

                                        /s/ Angelo S. Morini
                                        -----------------------------------
                                        Angelo S. Morini

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