Exhibit 10.15


                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT  made this 8th day of July,  2004, by and between Galaxy
Nutritional Foods, Inc., a Florida corporation (the "Corporation"),  and Michael
E. Broll (the "Employee"),

                              W I T N E S S E T H :
                              - - - - - - - - - - -

         WHEREAS,  the  Corporation  desires  to  hire  Employee  as  its  Chief
Executive Officer; and,

         WHEREAS, Employee is willing to be employed by the Corporation.

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:

         1.  Employment.  The Corporation  hereby employs  Employee as its Chief
Executive  Officer whose primary  duties shall  include,  but not be limited to,
oversight and  management of the operations of the Company and  preparation  and
coordination  of Company  budgets.  Employee  hereby accepts such employment and
agrees to  perform  the  foregoing  and such  other  duties  as are  customarily
performed by one holding such position in other,  same or similar  businesses as
that  engaged in by the  Corporation  and to render any such other  services and
duties as may be assigned from time to time by the Corporation.

         2. Performance of Employee's  Duties. The Employee agrees to devote his
full time to the faithful  performance of his duties for the  Corporation and to
render  service to the  Corporation  to the best of his ability,  experience and
talent to the satisfaction of the Corporation.  Such duties shall be rendered at
such place or places in Central  Florida,  as the  Corporation  shall require in
accordance with the best interests,  needs,  business and  opportunities  of the
Corporation.

         3. Term of Employment.  The term of employment shall be for a period of
one year,  commencing  on July 8, 2004,  and  expiring on the first  anniversary
thereof.  The Term shall  automatically  renew for  successive  one year periods
unless either party gives the other written notice at least 90 days prior to the
end of the then Term of this  Agreement that such party does not desire to renew
this Agreement.

         4. Compensation.

            a. The  Corporation  agrees to pay Employee  and Employee  agrees to
accept from the Corporation,  in full payment for Employee's services hereunder,
base  salary at the rate of Two Hundred  Thousand  DOLLARS  ($200,000)  per year
payable  in  equal   semi-monthly   installments   or  in  accordance  with  the

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Corporation's  normal  pay  practices  as may be  altered  from  time to time by
Corporation subject to customary payroll deductions.

            b. The Corporation  shall reimburse  Employee for approved  business
travel expenses in accordance with Company policy.

            c. Employee shall be eligible to  participate  in the  Corporation's
performance  based  compensation   program  offered  to  other  executive  level
employees effective as of the Corporation's fiscal year beginning April 1, 2005.
The Board in its sole  discretion may grant a performance  bonus to Employee for
the period of Employee's service prior to April 1, 2005.

         5. Other Benefits.

            a. The  Corporation  shall  provide  Employee with such benefits and
business  expenses as are  provided to other  executive  level  employees of the
Corporation,  including, but not limited to insurance for health, disability and
dental insurance.

            b. The Corporation  shall reimburse  Employee's  reasonable costs of
lodging  in  Orlando,  Florida  for  one  year  commencing  on the  date of this
Agreement  as agreed to between  the parties  and for  expenses  related to such
lodging, but such related expenses shall not exceed $500 per week.

            c. Corporation  shall provide Employee with an automobile  allowance
of $1500 per month which shall be for the purpose of covering all of  Employee's
automobile expenses.

         6. Death, Incapacity or Illness of Employee.

            a.  If  Employee  dies  during  the  term  of  this  Agreement,  the
Corporation  shall pay to the estate of the Employee  only the base salary which
would otherwise be payable to the employee through the date of death.  Except as
herein  provided,  the death of Employee  shall  terminate  this  Agreement  and
discharge the Corporation from any further  liability for the payments  provided
herein.

            b. In the event Employee becomes disabled,  ill or unable to perform
the essential  functions of his job under this  Agreement,  this Agreement shall
terminate as of the date Employee ceases to perform services hereunder.

         7. A.  Termination  for  Cause.  The  Corporation  may  terminate  this
Agreement  immediately  without liability or further  obligation  hereunder upon
written  notice  to  Employee  if the  Employee  commits  any one or more of the
following acts:

                  i.  Willful  and  substantial  damaging  of the  Corporation's
property, business, reputation or goodwill;

                  ii. Commission of a felony;


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                  iii. Theft, dishonesty, fraud or embezzlement;

                  iv.  The  use  of  alcohol,   narcotics  or  other  controlled
substances  to the  extent  that  it  prevents  the  Employee  from  efficiently
performing services for the Corporation;

                  v. Willfully injuring another employee of the Corporation;

                  vi. Willfully injuring any person in the course of performance
of services for the Corporation;

                  vii. Disclosing to a competitor or other unauthorized  persons
confidential or proprietary information or secrets of the Corporation;

                  viii.  Solicitation of business on behalf of a competitor or a
potential competitor;

                  ix. Sexual harassment of any other employee of the Corporation
or the  commission  of  any  act  which  otherwise  creates  an  offensive  work
environment for other employees of the Corporation;

                  x.  Failure  of  Employee  for any reason  other  than  death,
disability  or  illness  within ten days after  receipt by  Employee  of written
notice thereof from the  Corporation,  to correct,  cease or otherwise alter any
insubordination, failure to comply with instructions or other act or omission to
act that in the  opinion of the  Corporation  does or may  adversely  affect its
business or operations; or

                  xi.  Failure of  Employee  to  substantially  comply  with any
provision of the Corporation's policy manual as it applies to Employee;

            Corporation  shall not be limited to termination as a remedy for any
improper or illegal act of Employee,  but may also seek  damages,  injunction or
such other remedy as it may deem appropriate under the circumstances.

            B. Termination  Without Cause. In the event  Corporation  terminates
Employee's  service  hereunder  without  cause,  Employee  shall be  entitled to
receive one year of Employee's base salary as wages in lieu of notice payable at
the  option  of  Corporation  in a lump  sum or  over a  period  of one  year on
Corporation's  normal payroll dates and subject to typical  payroll  deductions.
Notice of  nonrenewal  pursuant  to  paragraph  3 above,  shall  not  constitute
termination without cause for purposes of this provision.

         8. Merger or Sale of Corporation.  In the event of the sale,  merger or
consolidation  of the  Corporation,  Employee agrees that Corporation may assign
its rights and obligations hereunder to its successor or purchaser.

         9. Limitations on Other  Employment.  During the term hereof,  Employee
shall not enter into the  services of or be employed in any  capacity or for any
purposes  whatsoever,  whether  directly or  indirectly,  by any  person,  firm,
corporation or entity other than  Corporation,  and will not, during said period


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of time,  be engaged  in any  business,  enterprise  or  undertaking  other than
employment by the Corporation.  However, nothing contained herein shall prohibit
Employee  from  investing  or trading in stocks,  bonds,  commodities,  or other
securities or forms of  investments  including  real estate for his own personal
account.

         10. Reimbursement of Disallowed Compensation and Expenses. In the event
any  compensation or  reimbursement of expenses paid to Employee or expenses for
Employee shall upon audit or other  examination of the income tax returns of the
Corporation be determined  not to be an allowed  deduction from the gross income
of the Corporation,  and such determination shall be accepted by the Corporation
or shall be rendered final by the appropriate  state or federal taxing authority
or by a judgment of a court of  competent  jurisdiction  and no appeal  shall be
taken therefrom or the applicable  period for filing notice of appeal shall have
expired,  then, in such event, Employee will repay to the Corporation the amount
of disallowed  compensation  or expenses or both from  Employee's  future salary
payments.  This duty of repayment may not be waived by the Corporation,  but any
repayment by Employee to the  Corporation  pursuant to this provision is limited
to the  remaining  future  salary  payments  due to  Employee  pursuant  to this
Agreement  at that  time,  from  which the  Corporation  shall have the right to
withhold  such  remaining   unpaid  future  salary   payments  in  one  or  more
installments,  until the amount allowed to the Corporation has been recovered in
full or the remaining  future salary  payments due to Employee  pursuant to this
Agreement is exhausted.

         11. Assignment of Proprietary Information. Except as may be required in
the course of employment by the  Corporation,  Employee  agrees that any and all
proprietary  information,  as  hereinafter  defined,  which  Employee  has made,
conceived of, developed or originated,  either  individually or jointly with any
other  person or persons at any time  during  the  period of  employment  by the
Corporation,  or during a period of one year after  termination or expiration of
said employment, whether during working hours or any other time, which relate in
any way to the business or the type of business  now or hereafter  engaged in or
contemplated  by the Corporation  during the period of Employee's  employment or
which  result  from  or may be  suggested  by any  work  Employee  does  for the
Corporation  or at the  Corporation's  request,  shall  be the  property  of the
Corporation.  As used herein,  "Proprietary  Information" shall mean any and all
proprietary  property  including but not limited to all  techniques,  processes,
devices,  charts,  manuals,  payroll, and improvements thereto together with the
names and  identities  of all  clients and  prospective  clients,  price  lists,
suppliers and all other  information or materials which the Corporation may from
time to time designate and treat as  confidential  and proprietary or as a trade
secret.

         Employee shall promptly disclose and assign and does hereby assign such
Proprietary  Information to the  Corporation's  representatives  and do all such
acts, and execute and deliver all such documents, as may be necessary to vest in
the  Corporation  the title to all such  Proprietary  Information and enable the
Corporation  to properly  prepare and  prosecute  any and all  applications  for
patents,  trademarks or copyrights thereon as well as all reissues, renewals and
extensions thereof, so that the Corporation shall be the sole and absolute owner
of all right, title and interest in said proprietary  property. It is understood
and agreed that the words  "which  relate in any way to the business or the type
of business  now or hereafter  carried on or  contemplated  by the  Corporation"
shall   properly   cover  any   reasonable   development  or  extension  of  the
Corporation's  field of operation.  These  obligations shall continue beyond the
termination or expiration of Employee's  employment  with respect to inventions,


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discoveries and developments  conceived or made by Employee during the period of
employment  and  shall be  binding  on  Employee's  assigns,  executors,  heirs,
administrators  and  other  legal  representatives.  Employee  agrees  that  all
correspondence,  drawings, reports, ideas, blueprints,  manuals, letters, notes,
analyses, notebooks, reports, charts, programs, proposals or any other documents
concerning the Corporation's customers or products or processes,  whether or not
prepared  by and in the  course  of  employment,  alone or in  conjunction  with
others, is the property of the Corporation and upon termination or expiration of
employment for any reason, Employee shall promptly return to the Corporation any
such documents in his possession, custody or control.

         12.  Information  and  Testimony.  Employee  will,  without  expense to
himself,  give such true  information and testimony under oath if requested,  as
may  be  requested  of  him  by the  Corporation  relative  to  any  Proprietary
Information  that is subject to  disclosure to the  Corporation  under the terms
hereof.

         13.  Proprietary  Information.  Employee agrees that he will not at any
time during or after the termination or expiration of his employment,  except as
authorized or directed in writing by the  Corporation,  use for  Employee's  own
benefit,  copy, reveal, sell, divulge or make known in any manner to any person,
firm or  corporation  the  contents  of any  unique  and  confidential  methods,
inventions,  systems,  processes,  formula,  design, concepts,  techniques,  and
devices of the Corporation, whether or not owned by the Corporation, whether the
same  shall or may have been  originated,  discovered  or  otherwise  created by
Employee  or the  methods,  processes  or  manner  of the  creation  and sale of
products  or  services  provided  by,  sold or  leased by the  Corporation,  all
sometimes referred to as "trade secrets".

         Employee  further  agrees not to  reveal,  divulge or make known to any
person, firm or corporation the name of any of the Corporation's  clients, price
lists,  financial  information,  suppliers or any secret,  trade secret or other
Proprietary  Information  whatsoever in  connection  with the  Corporation,  its
business or its  clients or anything  pertaining  thereto  except as  reasonably
necessary to the performance of Employee's duties.

         Employee  understands that if, either during  employment or thereafter,
he  discloses  to others,  uses for his own  benefit  or for the  benefit of any
person or entity other than the  Corporation,  copies or makes notes of any such
trade secrets,  information or facilities, such conduct will constitute a breach
of the confidence and trust bestowed upon Employee by the  Corporation  and will
be a breach of this Agreement.

         Employee  further  agrees that he is under no  obligation to any former
employer which is in any way  inconsistent  with this Agreement or which imposes
any  restriction on behalf of the  Corporation.  The Employee also  acknowledges
that  he  has  been  instructed  that  during  the  term  of  employment  by the
Corporation,  he is not to  divulge to the  Corporation,  its  employees  or its
consultants any confidential information obtained from any previous employers or
any other person.

         14. Return of Records and  Property.  On  termination  or expiration of
employment,  Employee shall deliver all records,  files, notes, data, memoranda,
models,  and equipment of any nature that are in Employee's  possession or under


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his  control  and that are the  property  of the  Corporation  or  relate to his
employment or to the business of the Corporation.

         15. Defense and  Indemnification.  The Corporation  agrees that it will
defend,  indemnify,  and hold  Employee  harmless  from and  against all claims,
damages,  causes of  action,  costs,  or  expenses,  including  court  costs and
reasonable attorney's fees, that may arise and/or be incurred in connection with
any actual or alleged action or inaction  resulting from any  responsibility  or
duty deemed,  alleged,  or assumed to result from this Agreement,  including but
not limited to  Performance of Employee's  Duties to the extent  provided in the
Corporations  Articles of Incorporation  and Bylaws and to the extent covered by
the Company Directors and Officers Liability Insurance.

         16. 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  modification  or waiver  shall be offered or
received as 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,  duly
executed as aforesaid. The provisions of this paragraph may not be waived except
as herein set forth.

         17. Complete  Agreement.  This written Agreement  contains the sole and
entire agreement  between the parties as to the matters  contained  herein,  and
supersedes any and all other  agreements  between them. The parties  acknowledge
and agree that neither of them has made any representation  with respect to such
matters of this Agreement or any representations  except as are specifically set
forth herein, and each party acknowledges that he or it has relied on his or its
own judgment in entering into this Agreement.  The parties  further  acknowledge
that statements or representations  that may have been heretofore made by either
of them to the  other  are void and of no effect  and that  neither  of them has
relied thereon in connection with his or its dealing with the other.

         18. Choice of Law. This Agreement and the performance hereunder and all
suits and special  proceedings  hereunder  shall be construed in accordance with
the laws of the State of Florida.  In any action,  special  proceeding  or other
proceeding that may be brought arising out of, in connection  with, or by reason
of this  Agreement,  the laws of the State of Florida  shall be  applicable  and
shall govern to the exclusion of the law of any other forum,  without  regard to
the  jurisdiction  in which the action or special  proceeding may be instituted.
All  actions  under  this  Agreement  shall be  taken  in a court  of  competent
jurisdiction   within   the  county  in  the  State  of  Florida  in  which  the
Corporation's  principal place of business is located and Employee hereby waives
and agrees that he shall not assert that such forum is inconvenient.

         19. Binding Effect of Agreement.  This Agreement  shall be binding upon
and inure to the  benefit  of the  parties  hereto and their  respective  heirs,
successors, assigns and legal representatives.

         20. Life Insurance.  Inasmuch as the services of Employee are important
to the success or failure of the  Corporation,  the Corporation may, by its sole
discretion,  purchase  disability  insurance  or  insurance  on the  life of the


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Employee  during the term hereof in such amounts as Corporation  shall determine
appropriate.  Such insurance shall be owned by the Corporation,  the Corporation
shall be the sole  beneficiary,  and all premiums  therefor shall be paid by the
Corporation.  The Employee agrees to cooperate with the reasonable  requirements
of the  Corporation  and/or its  insurance  carriers as necessary to obtain such
insurance, including submitting to any and all necessary medical examinations.

         21.  Invalid  Provision.   The  invalidity  or  unenforceability  of  a
particular  provision of this  Agreement  shall not effect the other  provisions
hereto, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provisions were omitted.

         22. Costs of Enforcement. In the event either party initiates action to
enforce his, her or its rights  hereunder,  the  substantially  prevailing party
shall  recover  from  the  substantially  non-prevailing  party  its  reasonable
expenses,  court  costs,  including  taxed and  untaxed  costs,  and  reasonable
attorneys'  fees,  whether  suit  be  brought  or not  (jointly  referred  as to
"Expenses"). As used herein, Expenses include expenses incurred in any appellate
or bankruptcy  proceeding.  All such Expenses shall bear interest at the highest
rate  allowable  under  the  laws of the  State  of  Florida  from  the date the
substantially   prevailing   party  pays  such  Expenses   until  the  date  the
substantially  non-prevailing  party repays such Expenses.  Expenses incurred in
enforcing this paragraph shall be covered by this paragraph.

         23.  Assignment.  This  Agreement  shall be construed as a contract for
personal  services by Employee to the Corporation and shall not be assignable by
Employee.

         24.  Strict  Construction.  This  Agreement  was the joint,  negotiated
product of the parties.  Therefore,  neither party shall advance a position that
any provision hereof should be more strictly  construed  against the other party
on the basis that such other party prepared such provision.

         25. Cumulative  Rights.  Unless otherwise  provided herein, all rights,
powers and  privileges  conferred  upon the parties by law,  this  Agreement  or
otherwise shall be cumulative.

         26.  Waiver.  No failure of any party to exercise  any power given such
party  hereunder  or to insist  upon  strict  compliance  by any party  with its
obligations hereunder, and no custom or practice of the parties in variance with
the terms hereof shall constitute a waiver of the parties' right to demand exact
compliance with the terms hereof.

         27.  Survival.  The  provisions of this  Agreement  shall  continue and
survive the closing hereof unless or until there is a completion and fulfillment
of all the conditions, covenants and warranties herein.

         28. Time. Time is of the essence of this Agreement.

         29. Notices.  All notices,  requests,  demands and other communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given when  delivered by hand or when mailed by  certified  registered
mail, return receipt requested, with postage prepaid to their current address or
to such other address as they request in writing.


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         30.  Singular/Plural  Feminine/Masculine,  Successors  or Assigns.  All
references  as used herein shall  include male and female,  singular and plural,
and successors or assigns in the use of a corporation,  partnership,  individual
or entity in any place or places  herein in which the  context  may  require  or
permit such substitution, substitutions or designations.



                           [SIGNATURE PAGE TO FOLLOW]



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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first written above.


                                              "Corporation"

                                              GALAXY NUTRITIONAL FOODS, INC.

                                              By: /s/ David H. Lipka
----------------------------------                ------------------------------
Witness
                                              As its: Chairman of the Board

                                              Date:   July 8, 2004
----------------------------------                    --------------------------
Witness


                                              "Employee"

                                              MIKE BROLL

                                              /s/ Mike Broll
----------------------------------            ----------------------------------
Witness                                       Mike Broll

                                              Date:   July 8, 2004
                                                      --------------------------
----------------------------------
Witness



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