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                                                                     EXHIBIT 4.3

                        Stock Purchase Warrants issued to
               Excalibur Limited Partnership, dated April 6, 2001


<PAGE>   2






NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
REGULATION S OF THE SECURITIES ACT, AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER
THE PROVISIONS OF THE SECURITIES ACT, SUPPORTED IN EACH CASE (OTHER THAN
PURSUANT TO A REGISTRATION STATEMENT) BY AN OPINION OF COUNSEL.


                             STOCK PURCHASE WARRANT

                  To Purchase 60,000 Shares of Common Stock of

                         GALAXY NUTRITIONAL FOODS, INC.

         THIS CERTIFIES that, for value received, Excalibur Limited Partnership
(the "Holder"), is entitled, upon the terms and subject to the conditions
hereinafter set forth, at any time on or after the date hereof (the "Initial
Exercise Date") and on or prior to the close of business on the date ending five
(5) years from the Initial Exercise Date (the "Termination Date"), but not
thereafter, to subscribe for and purchase from Galaxy Nutritional Foods, Inc., a
corporation incorporated in Delaware (the "Company"), sixty thousand (60,000)
shares (the "Warrant Shares") of Common Stock, $0.01 par value, of the Company
(the "Common Stock"). The per share purchase price of the Warrant Shares (the
"Exercise Price") shall be the lower of (x) $5.30 or (y) a price equal to 110%
of the average of the closing bid price of the Common Stock on the Principal
Market for the thirty (30) trading days ending on the 270th day following the
Initial Exercise Date; provided, however, that the Exercise Price shall be
subject to the Floor Price (as defined under and subject to the terms of the
Company's Series A Certificate of Designations).

         Capitalized terms used and not otherwise defined herein shall have the
meanings set forth for such terms in the Series A Preferred Stock and Warrants
Purchase Agreement dated April 6, 2001, between the Company and the Investors
thereto (the "Purchase Agreement"). The Exercise Price and the number of shares
for which the Warrant is exercisable shall be subject to adjustment as provided
herein. In the event of any conflict between the terms of this Warrant and the
Purchase Agreement, the Purchase Agreement shall control.

         1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the


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office or agency of the Company by the Holder hereof in person or by duly
authorized attorney, upon surrender of this Warrant together with the Assignment
Form annexed hereto properly endorsed.

         2.       Authorization of Shares. The Company covenants that all shares
of Common Stock which may be issued upon the exercise of rights represented by
this Warrant will, upon exercise of the rights represented by this Warrant, be
duly authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue).

         3.       Exercise of Warrant. Except as provided in Section 4 herein,
exercise of the purchase rights represented by this Warrant may be made at any
time or times on or after the Initial Exercise Date, and before the close of
business on the Termination Date by the surrender of this Warrant and the Notice
of Exercise Form annexed hereto duly executed, at the office of the Company (or
such other office or agency of the Company as it may designate by notice in
writing to the registered Holder hereof at the address of such Holder appearing
on the books of the Company) and upon payment of the Exercise Price of the
shares thereby purchased by wire transfer or cashier's check drawn on a United
States bank, the Holder of this Warrant shall be entitled to receive a
certificate for the number of shares of Common Stock so purchased. This Warrant
may also be exercised in whole or in part by means of a "cashless exercise" by
tendering this Warrant to the Company to receive a number of shares of Common
Stock equal in Market Value to the difference between the Market Value of the
shares of Common Stock issuable upon such exercise of this Warrant and the total
cash exercise price of that part of the Warrant being exercised. "Market Value"
for this purpose shall be the closing price of the Common Stock as reported by
Bloomberg L.P. on the date of such cashless exercise. Certificates for shares
purchased hereunder shall be delivered to the Holder hereof within four (4)
Trading Days after the date on which this Warrant shall have been exercised as
aforesaid. This Warrant shall be deemed to have been exercised and such
certificate or certificates shall be deemed to have been issued, and the Holder
or any other person so designated to be named therein shall be deemed to have
become a the Holder of record of such shares for all purposes, as of the date
the Warrant has been exercised by payment to the Company of the Exercise Price
and all taxes required to be paid by the Holder, if any, pursuant to Section 5
prior to the issuance of such shares, have been paid. If this Warrant shall have
been exercised in part, the Company shall, at the time of delivery of the
certificate or certificates representing the Warrant Shares, deliver to the
Holder a new Warrant evidencing the rights of the Holder to purchase the
unpurchased shares of Common Stock called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.

         4.       No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be
entitled to purchase upon such exercise, the Company shall pay a cash adjustment
in respect of such final fraction in an amount equal to the Exercise Price.

         5.       Charges, Taxes and Expenses. Issuance of certificates for
shares of Common Stock upon the exercise of this Warrant shall be made without
charge to the Holder hereof for


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any issue or transfer tax or other incidental expense in respect of the issuance
of such certificate, all of which taxes and expenses shall be paid by the
Company, and such certificates shall be issued in the name of the Holder of this
Warrant or in such name or names as may be directed by the Holder of this
Warrant; provided, however, that in the event certificates for shares of Common
Stock are to be issued in a name other than the name of the Holder of this
Warrant, this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder hereof; and the
Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

         6.       Further Assurances. The Company will take all action that may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of stock, free from all taxes, liens
and charges with respect to the issue thereof, on the exercise of all or any
portion of this Warrant from time to time outstanding.

         7.       Transfer, Division and Combination.

                  (a)      Subject to compliance with any applicable securities
laws, transfer of this Warrant and all rights hereunder, in whole or in part,
shall be registered on the books of the Company to be maintained for such
purpose, upon surrender of this Warrant at the principal office of the Company,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees
and in the denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A
Warrant, if properly assigned, may be exercised by a new Holder for the purchase
of shares of Common Stock without having a new Warrant issued.

                  (b)      This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by the Holder or its agent or attorney.
Subject to compliance with Section 7(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice.

                  (c)      The Company shall prepare, issue and deliver at its
own expense (other than transfer taxes) the new Warrant or Warrants under this
Section 7.

                  (d)      The Company agrees to maintain, at its aforesaid
office, books for the registration and the registration of transfer of the
Warrants.

         8.       No Rights as Stockholder until Exercise. This Warrant does not
entitle the Holder hereof to any voting rights or other rights as a stockholder
of the Company prior to the exercise


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hereof. Upon the surrender of this Warrant and the payment of the aggregate
Exercise Price, the Warrant Shares so purchased shall be and be deemed to be
issued to such Holder as the record owner of such shares as of the close of
business on the later of the date of such surrender or payment.

         9.       Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant certificate
or any stock certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and upon surrender and cancellation of such Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of such cancellation, in lieu of such Warrant or
stock certificate.

         10.      Saturdays, Sundays, Holidays, etc. If the last or appointed
day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday, Sunday or a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding day not a
Saturday, Sunday or legal holiday.

         11.      Adjustments of Exercise Price and Number of Warrant Shares.

                  (a)      Stock Splits, etc. The number and kind of securities
purchasable upon the exercise of this Warrant and payment of the Exercise Price
shall be subject to adjustment from time to time upon the happening of any of
the following. In case the Company shall (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock to the Holders of its
outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock or (iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder of this Warrant
shall be entitled to receive the kind and number of Warrant Shares or other
securities of the Company which he would have owned or have been entitled to
receive had such Warrant been exercised in advance thereof. Upon each such
adjustment of the kind and number of Warrant Shares or other securities of the
Company which are purchasable hereunder, the Holder of this Warrant shall
thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share
or other security obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto immediately prior to such adjustment and dividing by the number
of Warrant Shares or other securities of the Company resulting from such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

                  (b)      Reorganization, Reclassification, Merger,
Consolidation or Disposition of Assets. In case the Company shall reorganize its
capital, reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation


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or where there is a change in or distribution with respect to the Common Stock
of the Company), or sell, transfer or otherwise dispose of all or substantially
all its property, assets or business to another corporation and, pursuant to the
terms of such reorganization, reclassification, merger, consolidation or
disposition of assets, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of any
nature whatsoever (including warrants or other subscription or purchase rights)
in addition to or in lieu of common stock of the successor or acquiring
corporation ("Other Property"), are to be received by or distributed to the
holders of Common Stock of the Company, then the Holder shall have the right
thereafter to receive, upon exercise of this Warrant, the number of shares of
common stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and Other Property receivable upon or as a result
of such reorganization, reclassification, merger, consolidation or disposition
of assets by a holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such event. In case of any such
reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company) shall
expressly assume in writing or by by operation of law the due and punctual
observance and performance of each and every covenant and condition of this
Warrant to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for adjustments of shares of Common Stock
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 11. For purposes of
this Section 11, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 11 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

                  (c)      Rights of Holders Upon Dilutive Issuances. Subject to
the exclusions contained in subsection 11(d) below, for so long as any shares of
Series A Preferred Stock remain outstanding (the "MFN Period"), if the Company
sells any shares of its Common Stock in a capital raising transaction at a Per
Share Selling Price (as defined in the Company's Series A Certificate of
Designations) lower than the Exercise Price, then the Exercise Price of the
Warrants then unexercised shall be adjusted downward to equal such lower Per
Share Selling Price. The Company shall give to the Holders written notice of any
such sale within 24 hours of the closing of any such sale.

                  (d)      Exclusions. Anything herein to the contrary
notwithstanding, the Company shall not be required to make any adjustment of the
Exercise Price in the case of (i) the issuance or sale of options, or the shares
of stock issuable upon exercise of such options, to purchase shares of Common
Stock to directors, officers, employees or consultants of the Company pursuant
to stock options or stock purchase plans or agreements in existence on the date
hereof, whether "qualified" for tax purposes or not, pursuant to plans or
arrangements


<PAGE>   7

approved by the Board of Directors or stockholders, (ii) the issuance of Common
Stock pursuant to warrants outstanding as of the date hereof, (iii) the issuance
of Common Stock upon conversion of the Series A Preferred Stock, or (iv) the
issuance of equity or debt securities to finance a redemption of Series A
Preferred Stock (but only if all shares of Series A Preferred Stock are in fact
promptly redeemed with the proceeds thereof pursuant to the terms of the Series
A Certificate of Designations). The issuances or sales described in the
preceding clauses (i), (ii), (iii) and (iv) shall be ignored for purposes of
calculating any adjustment to the Exercise Price.

                  (e)      Nominal Adjustment. The Company shall not be required
to make an adjustment in the Exercise Price under this Section 11 if such
adjustment is less that $0.01. However, the Company shall be required to carry
forward on its books all adjustments that would have been made but for this
Section 11(e) and shall take such adjustment into account when making subsequent
adjustments under this Section 11. All calculations under this Section 11 shall
be made to the nearest cent.

         12.      Voluntary Adjustment by the Company. The Company may at any
time during the term of this Warrant, reduce the then current Exercise Price to
any amount and for any period of time deemed appropriate by the Board of
Directors of the Company.

         13.      Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall promptly mail by registered or certified mail, return receipt requested,
to the Holder of this Warrant notice of such adjustment or adjustments setting
forth the number of Warrant Shares (and Other Property) purchasable upon the
exercise of this Warrant and the Exercise Price of such Warrant Shares (and
Other Property) after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which such
adjustment was made. Such notice, in the absence of manifest error, shall be
conclusive evidence of the correctness of such adjustment.

         14.      Notice of Corporate Action. If at any time:

                  (a)      the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right; or

                  (b)      there shall be any capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of the
Company or any consolidation or merger of the Company with, or any sale,
transfer or other disposition of all or substantially all the property, assets
or business of the Company to, another corporation; or

                  (c)      there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;


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then, in any one or more of such cases, the Company shall give to the Holder (i)
at least 30 days' prior written notice of the date on which a record date shall
be selected for such dividend, distribution or right or for determining rights
to vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 30
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (x) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (y) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or Other
Property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to the
Holder at the last address of the Holder appearing on the books of the Company
and delivered in accordance with Section 16(d).

         15.      Authorized Shares.

                  (a)      The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed.

                  (b)      The Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of the Holder against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in par
value, (ii) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this Warrant, and (iii) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable
the Company to perform its obligations under this Warrant.


<PAGE>   9

                  (c)      Upon the request of the the Holder, the Company will
at any time during the period this Warrant is outstanding acknowledge in
writing, in form reasonably satisfactory to the Holder, the continuing validity
of this Warrant and the obligations of the Company hereunder.

                  (d)      Before taking any action which would cause an
adjustment reducing the current Exercise Price below the then par value, if any,
of the shares of Common Stock issuable upon exercise of the Warrants, the
Company shall take any corporate action which may be necessary in order that the
Company may validly and legally issue fully paid and non-assessable shares of
such Common Stock at such adjusted Exercise Price.

                  (e)      Before taking any action which would result in an
adjustment in the number of shares of Common Stock for which this Warrant is
exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.

         16.      Miscellaneous.

                  (a)      Jurisdiction. This Warrant shall be binding upon any
successors or assigns of the Company. This Warrant shall constitute a contract
under the laws of Delaware without regard to its conflict of law principles or
rules, and be subject to arbitration pursuant to the terms set forth in the
Purchase Agreement.

                  (b)      Restrictions. The Holder hereof acknowledges that the
Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.

                  (c)      Nonwaiver and Expenses. No course of dealing or any
delay or failure to exercise any right hereunder on the part of the Holder shall
operate as a waiver of such right or otherwise prejudice the Holder's rights,
powers or remedies, notwithstanding all rights hereunder terminate on the
Termination Date. If the Company fails to comply with any provision of this
Warrant, the Company shall pay to the Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable
attorneys' fees, including those of appellate proceedings, incurred by the
Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.

                  (d)      Notices. Any notice, request or other document
required or permitted to be given or delivered to the Holder hereof by the
Company shall be delivered in accordance with the notice provisions of the
Purchase Agreement.

                  (e)      Limitation of Liability. No provision hereof, in the
absence of affirmative action by the Holder to purchase shares of Common Stock,
and no enumeration herein of the rights or privileges of the Holder hereof,
shall give rise to any liability of the Holder for the


<PAGE>   10

purchase price of any Common Stock or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company.

                  (f)      Remedies. The Holder, in addition to being entitled
to exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.

                  (g)      Successors and Assigns. Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors of the Company
and the successors and permitted assigns of the Holder. The provisions of this
Warrant are intended to be for the benefit of all holders from time to time of
this Warrant and shall be enforceable by any such Holder or holder of Warrant
Shares.

                  (h)      Indemnification. The Company agrees to indemnify and
hold harmless the Holder from and against any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, reasonable
attorneys' fees, expenses and disbursements of any kind which may be imposed
upon, incurred by or asserted against the Holder in any manner relating to or
arising out of any failure by the Company to perform or observe in any material
respect any of its covenants, agreements, undertakings or obligations set forth
in this Warrant; provided, however, that the Company will not be liable
hereunder to the extent that any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses
or disbursements are found in a final non-appealable judgment by a court to have
resulted from the Holder's bad faith or willful misconduct in its capacity as a
stockholder or warrantholder of the Company.

                  (i)      Amendment. This Warrant may be modified or amended or
the provisions hereof waived with the written consent of the Company and the
Holder.

                  (j)      Severability. Wherever possible, each provision of
this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Warrant.

                  (k)      Headings. The headings used in this Warrant are for
the convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.


                     [THE NEXT PAGE IS THE SIGNATURE PAGE.]


<PAGE>   11


         IN WITNESS WHEREOF, the Company has caused this Stock Purchase Warrant
to be executed by its officer thereunto duly authorized.



Dated:  April 6, 2001

                                     GALAXY NUTRITIONAL FOODS, INC.


                                     By:     /s/ Keith Ewing
                                             -----------------------------------
                                     Name:   Keith Ewing
                                             -----------------------------------
                                     Title:  Vice President
                                             -----------------------------------


<PAGE>   12


                               NOTICE OF EXERCISE



To:      [Transfer Agent]

                  (1)      The undersigned hereby elects to purchase ________
shares of Common Stock (the "Common Stock"), of Galaxy Nutritional Foods, Inc.
(the "Company") pursuant to the terms of the attached Warrant, and (check one:)
[ ] tenders herewith payment of the exercise price in full OR [ ] tenders the
Warrant for cashless exercise, together with all applicable transfer taxes, if
any.

                  (2)      Calculation of cashless exercise value, if
applicable:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                  (3)      The undersigned hereby restates and confirms the
continued accuracy of the investment representations made by the Investors under
Article III of the Series A Preferred Stock and Warrants Purchase Agreement
dated April ___, 2001 by and between the Company and the Investors signatory
thereto, as applicable to the undersigned on the date hereof.

                  (4)      Please issue a certificate or certificates
representing said shares of Common Stock in the name of the undersigned or in
such other name as is specified below:



                                    -------------------------------
                                    (Name)

                                    -------------------------------
                                    (Address)

                                    -------------------------------


Dated: ____________________, _____



                                             -----------------------------------
                                             Signature


<PAGE>   13


                                 ASSIGNMENT FORM

                   (To assign the foregoing Warrant, execute
                          this form and supply required
                                  information.
                 Do not use this form to exercise the Warrant.)



         FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

_______________________________________________ whose address is

___________________________________________________________________

___________________________________________________________________

                                       Dated:  ______________, _______


                           Holder's Signature: _____________________________

                           Holder's Address:   _____________________________



Signature Guaranteed:  ___________________________________________


Any assignee receiving this Warrant in a non-public resale transaction must be
an accredited investor as that term is defined under the Securities act of 1933,
as amended, and the rules and regulations promulgated thereunder.


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.


<PAGE>   14


NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
REGULATION S OF THE SECURITIES ACT, AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER
THE PROVISIONS OF THE SECURITIES ACT, SUPPORTED IN EACH CASE (OTHER THAN
PURSUANT TO A REGISTRATION STATEMENT) BY AN OPINION OF COUNSEL.

                                   REDEMPTION
                             STOCK PURCHASE WARRANT

                  To Purchase 60,000 Shares of Common Stock of

                         GALAXY NUTRITIONAL FOODS, INC.

         THIS CERTIFIES that, for value received, Excalibur Limited Partnership
(the "Holder"), is entitled, upon the terms and subject to the conditions
hereinafter set forth, at any time on or after the applicable date of redemption
of the Series A Preferred Stock issued to the Holder in connection with the
Purchase Agreement (as defined below) (the "Initial Exercise Date") and on or
prior to the close of business on the date ending five (5) years from the
Initial Exercise Date (the "Termination Date"), but not thereafter, to subscribe
for and purchase from Galaxy Nutritional Foods, Inc., a corporation incorporated
in Delaware (the "Company"), sixty thousand (60,000) shares (the "Warrant
Shares") of Common Stock, $0.01 par value, of the Company (the "Common Stock"),
pro rated for any partial redemptions. The per share purchase price of the
Warrant Shares (the "Exercise Price") shall be the lower of (x) a price equal to
110% of the Market Price of the Common Stock on the Initial Exercise Date or (y)
a price equal to 110% of the average of the closing bid price of the Common
Stock on the Principal Market for the thirty (30) trading days ending on the
270th day following the Initial Exercise Date; provided, however, that the
Exercise Price shall be subject to the Floor Price (as defined under and subject
to the terms of the Company's Series A Certificate of Designations). This
Warrant shall terminate at such time as all of the shares of Series A Preferred
Stock shall have converted to Common Stock without any shares of Series A
Preferred Stock having been redeemed.

         Capitalized terms used and not otherwise defined herein shall have the
meanings set forth for such terms in the Series A Preferred Stock and Warrants
Purchase Agreement dated April 6, 2001, between the Company and the Investors
thereto (the "Purchase Agreement"). The Exercise Price and the number of shares
for which the Warrant is exercisable shall be subject to adjustment as provided
herein. In the event of any conflict between the terms of this Warrant and the
Purchase Agreement, the Purchase Agreement shall control.

<PAGE>   15

         1.       Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
Holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.

         2.       Authorization of Shares. The Company covenants that all shares
of Common Stock which may be issued upon the exercise of rights represented by
this Warrant will, upon exercise of the rights represented by this Warrant, be
duly authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue).

         3.       Exercise of Warrant. Except as provided in Section 4 herein,
exercise of the purchase rights represented by this Warrant may be made at any
time or times on or after the Initial Exercise Date, and before the close of
business on the Termination Date, but only pro rata based on the number of
shares of Series A Preferred Stock, if any, that have been redeemed as of any
exercise date, by the surrender of this Warrant and the Notice of Exercise Form
annexed hereto duly executed, at the office of the Company (or such other office
or agency of the Company as it may designate by notice in writing to the
registered Holder hereof at the address of such Holder appearing on the books of
the Company) and upon payment of the Exercise Price of the shares thereby
purchased by wire transfer or cashier's check drawn on a United States bank, the
Holder of this Warrant shall be entitled to receive a certificate for the number
of shares of Common Stock so purchased. This Warrant may also be exercised in
whole or in part by means of a "cashless exercise" by tendering this Warrant to
the Company to receive a number of shares of Common Stock equal in Market Value
to the difference between the Market Value of the shares of Common Stock
issuable upon such exercise of this Warrant and the total cash exercise price of
that part of the Warrant being exercised. "Market Value" for this purpose shall
be the closing price of the Common Stock as reported by Bloomberg L.P. on the
date of such cashless exercise. Certificates for shares purchased hereunder
shall be delivered to the Holder hereof within four (4) Trading Days after the
date on which this Warrant shall have been exercised as aforesaid. This Warrant
shall be deemed to have been exercised and such certificate or certificates
shall be deemed to have been issued, and the Holder or any other person so
designated to be named therein shall be deemed to have become a the Holder of
record of such shares for all purposes, as of the date the Warrant has been
exercised by payment to the Company of the Exercise Price and all taxes required
to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of
such shares, have been paid. If this Warrant shall have been exercised in part,
the Company shall, at the time of delivery of the certificate or certificates
representing the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased shares of Common Stock
called for by this Warrant, which new Warrant shall in all other respects be
identical with this Warrant.

         4.       No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be
entitled to purchase upon such exercise, the Company shall pay a cash adjustment
in respect of such final fraction in an amount equal to the Exercise Price.

<PAGE>   16

         5.       Charges, Taxes and Expenses. Issuance of certificates for
shares of Common Stock upon the exercise of this Warrant shall be made without
charge to the Holder hereof for any issue or transfer tax or other incidental
expense in respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be issued in
the name of the Holder of this Warrant or in such name or names as may be
directed by the Holder of this Warrant; provided, however, that in the event
certificates for shares of Common Stock are to be issued in a name other than
the name of the Holder of this Warrant, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder hereof; and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto.

         6.       Further Assurances. The Company will take all action that may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of stock, free from all taxes, liens
and charges with respect to the issue thereof, on the exercise of all or any
portion of this Warrant from time to time outstanding.

         7.       Transfer, Division and Combination.

                  (a)      Subject to compliance with any applicable securities
laws, transfer of this Warrant and all rights hereunder, in whole or in part,
shall be registered on the books of the Company to be maintained for such
purpose, upon surrender of this Warrant at the principal office of the Company,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees
and in the denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A
Warrant, if properly assigned, may be exercised by a new Holder for the purchase
of shares of Common Stock without having a new Warrant issued.

                  (b)      This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by the Holder or its agent or attorney.
Subject to compliance with Section 7(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice.

                  (c)      The Company shall prepare, issue and deliver at its
own expense (other than transfer taxes) the new Warrant or Warrants under this
Section 7.

                  (d)      The Company agrees to maintain, at its aforesaid
office, books for the registration and the registration of transfer of the
Warrants.

<PAGE>   17

         8.       No Rights as Stockholder until Exercise. This Warrant does not
entitle the Holder hereof to any voting rights or other rights as a stockholder
of the Company prior to the exercise hereof. Upon the surrender of this Warrant
and the payment of the aggregate Exercise Price, the Warrant Shares so purchased
shall be and be deemed to be issued to such Holder as the record owner of such
shares as of the close of business on the later of the date of such surrender or
payment.

         9.       Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant certificate
or any stock certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and upon surrender and cancellation of such Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of such cancellation, in lieu of such Warrant or
stock certificate.

         10.      Saturdays, Sundays, Holidays, etc. If the last or appointed
day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday, Sunday or a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding day not a
Saturday, Sunday or legal holiday.

         11.      Adjustments of Exercise Price and Number of Warrant Shares.

                  (a)      Stock Splits, etc. The number and kind of securities
purchasable upon the exercise of this Warrant and payment of the Exercise Price
shall be subject to adjustment from time to time upon the happening of any of
the following. In case the Company shall (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock to the Holders of its
outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock or (iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder of this Warrant
shall be entitled to receive the kind and number of Warrant Shares or other
securities of the Company which he would have owned or have been entitled to
receive had such Warrant been exercised in advance thereof. Upon each such
adjustment of the kind and number of Warrant Shares or other securities of the
Company which are purchasable hereunder, the Holder of this Warrant shall
thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share
or other security obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto immediately prior to such adjustment and dividing by the number
of Warrant Shares or other securities of the Company resulting from such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

<PAGE>   18

                  (b)      Reorganization, Reclassification, Merger,
Consolidation or Disposition of Assets. In case the Company shall reorganize its
capital, reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive, upon
exercise of this Warrant, the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume in
writing or by by operation of law the due and punctual observance and
performance of each and every covenant and condition of this Warrant to be
performed and observed by the Company and all the obligations and liabilities
hereunder, subject to such modifications as may be deemed appropriate (as
determined in good faith by resolution of the Board of Directors of the Company)
in order to provide for adjustments of shares of Common Stock for which this
Warrant is exercisable which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section 11. For purposes of this Section 11,
"common stock of the successor or acquiring corporation" shall include stock of
such corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of stock
or other securities which are convertible into or exchangeable for any such
stock, either immediately or upon the arrival of a specified date or the
happening of a specified event and any warrants or other rights to subscribe for
or purchase any such stock. The foregoing provisions of this Section 11 shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations or disposition of assets.

                  (c)      Rights of Holders Upon Dilutive Issuances. Subject to
the exclusions contained in subsection 11(d) below, for so long as any shares of
Series A Preferred Stock remain outstanding (the "MFN Period"), if the Company
sells any shares of its Common Stock in a capital raising transaction at a Per
Share Selling Price (as defined in the Company's Series A Certificate of
Designations) lower than the Exercise Price, then the Exercise Price of the
Warrants then unexercised shall be adjusted downward to equal such lower Per
Share Selling Price. The Company shall give to the Holders written notice of any
such sale within 24 hours of the closing of any such sale.

                  (d)      Exclusions. Anything herein to the contrary
notwithstanding, the Company shall not be required to make any adjustment of the
Exercise Price in the case of (i) the issuance or sale of options, or the shares
of stock issuable upon exercise of such options, to

<PAGE>   19

purchase shares of Common Stock to directors, officers, employees or consultants
of the Company pursuant to stock options or stock purchase plans or agreements
in existence on the date hereof, whether "qualified" for tax purposes or not,
pursuant to plans or arrangements approved by the Board of Directors or
stockholders, (ii) the issuance of Common Stock pursuant to warrants outstanding
as of the date hereof, (iii) the issuance of Common Stock upon conversion of the
Series A Preferred Stock or (iv) the issuance of equity or debt securities to
finance a redemption of the Series A Preferred Stock (but only if all shares of
Series A Preferred Stock are in fact redeemed with the proceeds thereof pursuant
to the terms of the Series A Certificate of Designations). The issuances or
sales described in the preceding clauses (i), (ii), (iii) and (iv) shall be
ignored for purposes of calculating any adjustment to the Exercise Price.

                  (e)      Nominal Adjustment. The Company shall not be required
to make an adjustment in the Exercise Price under this Section 11 if such
adjustment is less that $0.01. However, the Company shall be required to carry
forward on its books all adjustments that would have been made but for this
Section 11(e) and shall take such adjustment into account when making subsequent
adjustments under this Section 11. All calculations under this Section 11 shall
be made to the nearest cent.

         12.      Voluntary Adjustment by the Company. The Company may at any
time during the term of this Warrant, reduce the then current Exercise Price to
any amount and for any period of time deemed appropriate by the Board of
Directors of the Company.

         13.      Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall promptly mail by registered or certified mail, return receipt requested,
to the Holder of this Warrant notice of such adjustment or adjustments setting
forth the number of Warrant Shares (and Other Property) purchasable upon the
exercise of this Warrant and the Exercise Price of such Warrant Shares (and
Other Property) after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which such
adjustment was made. Such notice, in the absence of manifest error, shall be
conclusive evidence of the correctness of such adjustment.

         14.      Notice of Corporate Action.  If at any time:

                  (a)      the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right; or

                  (b)      there shall be any capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of the
Company or any consolidation or merger of the Company with, or any sale,
transfer or other disposition of all or substantially all the property, assets
or business of the Company to, another corporation; or

<PAGE>   20

                  (c)      there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to the Holder (i)
at least 30 days' prior written notice of the date on which a record date shall
be selected for such dividend, distribution or right or for determining rights
to vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 30
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (x) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (y) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or Other
Property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to the
Holder at the last address of the Holder appearing on the books of the Company
and delivered in accordance with Section 16(d).

         15.      Authorized Shares.

                  (a)      The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed.

                  (b)      The Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of the Holder against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in par
value, (ii) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this

<PAGE>   21


Warrant, and (iii) use its best efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Company to perform its obligations
under this Warrant.

                  (c)      Upon the request of the the Holder, the Company will
at any time during the period this Warrant is outstanding acknowledge in
writing, in form reasonably satisfactory to the Holder, the continuing validity
of this Warrant and the obligations of the Company hereunder.

                  (d)      Before taking any action which would cause an
adjustment reducing the current Exercise Price below the then par value, if any,
of the shares of Common Stock issuable upon exercise of the Warrants, the
Company shall take any corporate action which may be necessary in order that the
Company may validly and legally issue fully paid and non-assessable shares of
such Common Stock at such adjusted Exercise Price.

                  (e)      Before taking any action which would result in an
adjustment in the number of shares of Common Stock for which this Warrant is
exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.

         16.      Miscellaneous.

                  (a)      Jurisdiction. This Warrant shall be binding upon any
successors or assigns of the Company. This Warrant shall constitute a contract
under the laws of Delaware without regard to its conflict of law principles or
rules, and be subject to arbitration pursuant to the terms set forth in the
Purchase Agreement.

                  (b)      Restrictions. The Holder hereof acknowledges that the
Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.

                  (c)      Nonwaiver and Expenses. No course of dealing or any
delay or failure to exercise any right hereunder on the part of the Holder shall
operate as a waiver of such right or otherwise prejudice the Holder's rights,
powers or remedies, notwithstanding all rights hereunder terminate on the
Termination Date. If the Company fails to comply with any provision of this
Warrant, the Company shall pay to the Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable
attorneys' fees, including those of appellate proceedings, incurred by the
Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.

                  (d)      Notices. Any notice, request or other document
required or permitted to be given or delivered to the Holder hereof by the
Company shall be delivered in accordance with the notice provisions of the
Purchase Agreement.

<PAGE>   22

                  (e)      Limitation of Liability. No provision hereof, in the
absence of affirmative action by the Holder to purchase shares of Common Stock,
and no enumeration herein of the rights or privileges of the Holder hereof,
shall give rise to any liability of the Holder for the purchase price of any
Common Stock or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.

                  (f)      Remedies. The Holder, in addition to being entitled
to exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.

                  (g)      Successors and Assigns. Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors of the Company
and the successors and permitted assigns of the Holder. The provisions of this
Warrant are intended to be for the benefit of all holders from time to time of
this Warrant and shall be enforceable by any such Holder or holder of Warrant
Shares.

                  (h)      Indemnification. The Company agrees to indemnify and
hold harmless the Holder from and against any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, reasonable
attorneys' fees, expenses and disbursements of any kind which may be imposed
upon, incurred by or asserted against the Holder in any manner relating to or
arising out of any failure by the Company to perform or observe in any material
respect any of its covenants, agreements, undertakings or obligations set forth
in this Warrant; provided, however, that the Company will not be liable
hereunder to the extent that any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses
or disbursements are found in a final non-appealable judgment by a court to have
resulted from the Holder's bad faith or willful misconduct in its capacity as a
stockholder or warrantholder of the Company.

                  (i)      Amendment. This Warrant may be modified or amended or
the provisions hereof waived with the written consent of the Company and the
Holder.

                  (j)      Severability. Wherever possible, each provision of
this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Warrant.

                  (k)      Headings. The headings used in this Warrant are for
the convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.


                     [THE NEXT PAGE IS THE SIGNATURE PAGE.]

<PAGE>   23

         IN WITNESS WHEREOF, the Company has caused this Stock Purchase Warrant
to be executed by its officer thereunto duly authorized.



Dated:  April 6, 2001

                                     GALAXY NUTRITIONAL FOODS, INC.


                                     By:    /s/ Keith Ewing
                                            -------------------------------
                                     Name:  Keith Ewing
                                            -------------------------------
                                     Title: Vice President
                                            -------------------------------




<PAGE>   24



                               NOTICE OF EXERCISE



To:      [Transfer Agent]

                  (1)      The undersigned hereby elects to purchase ________
shares of Common Stock (the "Common Stock"), of Galaxy Nutritional Foods, Inc.
(the "Company") pursuant to the terms of the attached Warrant, and (check one:)
[ ] tenders herewith payment of the exercise price in full OR [ ] tenders the
Warrant for cashless exercise, together with all applicable transfer taxes, if
any.

                  (2)      Calculation of cashless exercise value, if
applicable:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                  (3)      The undersigned hereby restates and confirms the
continued accuracy of the investment representations made by the Investors under
Article III of the Series A Preferred Stock and Warrants Purchase Agreement
dated April __, 2001 by and between the Company and the Investors signatory
thereto, as applicable to the undersigned on the date hereof.

                  (4)      Please issue a certificate or certificates
representing said shares of Common Stock in the name of the undersigned or in
such other name as is specified below:



                                    -------------------------------
                                    (Name)

                                    -------------------------------
                                    (Address)

                                    -------------------------------


Dated:                     ,
       --------------------  -----



                                             ----------------------------------
                                             Signature




<PAGE>   25






                                 ASSIGNMENT FORM

                    (To assign the foregoing Warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the Warrant.)



                  FOR VALUE RECEIVED, the foregoing Warrant and all rights
evidenced thereby are hereby assigned to

                                                      whose address is
------------------------------------------------------

-----------------------------------------------------------------------

-----------------------------------------------------------------------

                                 Dated:               ,
                                        -------------- -------

                  Holder's Signature:
                                      ----------------------------------

                  Holder's Address:
                                      ----------------------------------

                                      ----------------------------------


Signature Guaranteed:
                      --------------------------------------------------

Any assignee receiving this Warrant in a non-public resale transaction must be
an accredited investor as that term is defined under the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder.


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.

<PAGE>   26
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
REGULATION S OF THE SECURITIES ACT, AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER
THE PROVISIONS OF THE SECURITIES ACT, SUPPORTED IN EACH CASE (OTHER THAN
PURSUANT TO A REGISTRATION STATEMENT) BY AN OPINION OF COUNSEL.


                           30% STOCK PURCHASE WARRANT

                  To Purchase 60,000 Shares of Common Stock of

                         GALAXY NUTRITIONAL FOODS, INC.

         THIS CERTIFIES that, for value received, Excalibur Limited Partnership
(the "Holder"), is entitled, upon the terms and subject to the conditions
hereinafter set forth, at any time on or after February 15, 2002 (the "Initial
Exercise Date") and on or prior to the close of business on February 15, 2007
(the "Termination Date"), but not thereafter, to subscribe for and purchase from
Galaxy Nutritional Foods, Inc., a corporation incorporated in Delaware (the
"Company"), that number of shares determined by dividing (x) 30% of the
aggregate Preference Amount of the Series A Preferred Stock (as defined under
and subject to the Company's Series A Certificate of Designations) originally
purchased by the Holder by (y) the Market Price on February 15, 2002. The per
share purchase price of the Warrant Shares (the "Exercise Price") shall be 110%
of the Market Price of the Common Stock on February 15, 2002.

         Capitalized terms used and not otherwise defined herein shall have the
meanings set forth for such terms in the Series A Preferred Stock and Warrants
Purchase Agreement dated April 6, 2001, between the Company and the Investors
thereto (the "Purchase Agreement"). The Exercise Price and the number of shares
for which the Warrant is exercisable shall be subject to adjustment as provided
herein. In the event of any conflict between the terms of this Warrant and the
Purchase Agreement, the Purchase Agreement shall control.

         1.       Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
Holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.


<PAGE>   27

         2.       Authorization of Shares. The Company covenants that all shares
of Common Stock which may be issued upon the exercise of rights represented by
this Warrant will, upon exercise of the rights represented by this Warrant, be
duly authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue).

         3.       Exercise of Warrant. Except as provided in Section 4 herein,
exercise of the purchase rights represented by this Warrant may be made at any
time or times on or after the Initial Exercise Date, and before the close of
business on the Termination Date, but only if at any time on or after the
Initial Exercise Date both of the following conditions are satisfied: (i) all of
the Purchased Shares have not been redeemed in full, and (ii) the Registration
Statement covering the resale of all of the Registrable Securities is not then
effective as required by the Registration Rights Agreement. Such exercise shall
be effected by the surrender of this Warrant and the Notice of Exercise Form
annexed hereto duly executed, at the office of the Company (or such other office
or agency of the Company as it may designate by notice in writing to the
registered Holder hereof at the address of such Holder appearing on the books of
the Company) and upon payment of the Exercise Price of the shares thereby
purchased by wire transfer or cashier's check drawn on a United States bank, the
Holder of this Warrant shall be entitled to receive a certificate for the number
of shares of Common Stock so purchased. This Warrant may also be exercised in
whole or in part by means of a "cashless exercise" by tendering this Warrant to
the Company to receive a number of shares of Common Stock equal in Market Value
to the difference between the Market Value of the shares of Common Stock
issuable upon such exercise of this Warrant and the total cash exercise price of
that part of the Warrant being exercised. "Market Value" for this purpose shall
be the closing price of the Common Stock as reported by Bloomberg L.P. on the
date of such cashless exercise. Certificates for shares purchased hereunder
shall be delivered to the Holder hereof within four (4) Trading Days after the
date on which this Warrant shall have been exercised as aforesaid. This Warrant
shall be deemed to have been exercised and such certificate or certificates
shall be deemed to have been issued, and the Holder or any other person so
designated to be named therein shall be deemed to have become a the Holder of
record of such shares for all purposes, as of the date the Warrant has been
exercised by payment to the Company of the Exercise Price and all taxes required
to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of
such shares, have been paid. If this Warrant shall have been exercised in part,
the Company shall, at the time of delivery of the certificate or certificates
representing the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased shares of Common Stock
called for by this Warrant, which new Warrant shall in all other respects be
identical with this Warrant.

         4.       No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be
entitled to purchase upon such exercise, the Company shall pay a cash adjustment
in respect of such final fraction in an amount equal to the Exercise Price.

         5.       Charges, Taxes and Expenses. Issuance of certificates for
shares of Common Stock upon the exercise of this Warrant shall be made without
charge to the Holder hereof for


<PAGE>   28
any issue or transfer tax or other incidental expense in respect of the issuance
of such certificate, all of which taxes and expenses shall be paid by the
Company, and such certificates shall be issued in the name of the Holder of this
Warrant or in such name or names as may be directed by the Holder of this
Warrant; provided, however, that in the event certificates for shares of Common
Stock are to be issued in a name other than the name of the Holder of this
Warrant, this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder hereof; and the
Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

         6.       Further Assurances. The Company will take all action that may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of stock, free from all taxes, liens
and charges with respect to the issue thereof, on the exercise of all or any
portion of this Warrant from time to time outstanding.

         7.       Transfer, Division and Combination.

                  (a)      Subject to compliance with any applicable securities
laws, transfer of this Warrant and all rights hereunder, in whole or in part,
shall be registered on the books of the Company to be maintained for such
purpose, upon surrender of this Warrant at the principal office of the Company,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees
and in the denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A
Warrant, if properly assigned, may be exercised by a new Holder for the purchase
of shares of Common Stock without having a new Warrant issued.

                  (b)      This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by the Holder or its agent or attorney.
Subject to compliance with Section 7(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice.

                  (c)      The Company shall prepare, issue and deliver at its
own expense (other than transfer taxes) the new Warrant or Warrants under this
Section 7.

                  (d)      The Company agrees to maintain, at its aforesaid
office, books for the registration and the registration of transfer of the
Warrants.

         8.       No Rights as Stockholder until Exercise. This Warrant does not
entitle the Holder hereof to any voting rights or other rights as a stockholder
of the Company prior to the exercise

<PAGE>   29
hereof. Upon the surrender of this Warrant and the payment of the aggregate
Exercise Price, the Warrant Shares so purchased shall be and be deemed to be
issued to such Holder as the record owner of such shares as of the close of
business on the later of the date of such surrender or payment.

         9.       Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant certificate
or any stock certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and upon surrender and cancellation of such Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of such cancellation, in lieu of such Warrant or
stock certificate.

         10.      Saturdays, Sundays, Holidays, etc. If the last or appointed
day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday, Sunday or a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding day not a
Saturday, Sunday or legal holiday.

         11.      Adjustments of Exercise Price and Number of Warrant Shares.

                  (a)      Stock Splits, etc. The number and kind of securities
purchasable upon the exercise of this Warrant and payment of the Exercise Price
shall be subject to adjustment from time to time upon the happening of any of
the following. In case the Company shall (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock to the Holders of its
outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock or (iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder of this Warrant
shall be entitled to receive the kind and number of Warrant Shares or other
securities of the Company which he would have owned or have been entitled to
receive had such Warrant been exercised in advance thereof. Upon each such
adjustment of the kind and number of Warrant Shares or other securities of the
Company which are purchasable hereunder, the Holder of this Warrant shall
thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share
or other security obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto immediately prior to such adjustment and dividing by the number
of Warrant Shares or other securities of the Company resulting from such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

                  (b)      Reorganization, Reclassification, Merger,
Consolidation or Disposition of Assets. In case the Company shall reorganize its
capital, reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation


<PAGE>   30
or where there is a change in or distribution with respect to the Common Stock
of the Company), or sell, transfer or otherwise dispose of all or substantially
all its property, assets or business to another corporation and, pursuant to the
terms of such reorganization, reclassification, merger, consolidation or
disposition of assets, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of any
nature whatsoever (including warrants or other subscription or purchase rights)
in addition to or in lieu of common stock of the successor or acquiring
corporation ("Other Property"), are to be received by or distributed to the
holders of Common Stock of the Company, then the Holder shall have the right
thereafter to receive, upon exercise of this Warrant, the number of shares of
common stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and Other Property receivable upon or as a result
of such reorganization, reclassification, merger, consolidation or disposition
of assets by a holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such event. In case of any such
reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company) shall
expressly assume in writing or by by operation of law the due and punctual
observance and performance of each and every covenant and condition of this
Warrant to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for adjustments of shares of Common Stock
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 11. For purposes of
this Section 11, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 11 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

                  (c)      Rights of Holders Upon Dilutive Issuances. Subject to
the exclusions contained in subsection 11(d) below, for so long as any shares of
Series A Preferred Stock remain outstanding (the "MFN Period"), if the Company
sells any shares of its Common Stock in a capital raising transaction at a Per
Share Selling Price (as defined in the Company's Series A Certificate of
Designations) lower than the Exercise Price, then the Exercise Price of the
Warrants then unexercised shall be adjusted downward to equal such lower Per
Share Selling Price. The Company shall give to the Holders written notice of any
such sale within 24 hours of the closing of any such sale.

                  (d)      Exclusions. Anything herein to the contrary
notwithstanding, the Company shall not be required to make any adjustment of the
Exercise Price in the case of (i) the issuance or sale of options, or the shares
of stock issuable upon exercise of such options, to purchase shares of Common
Stock to directors, officers, employees or consultants of the Company pursuant
to stock options or stock purchase plans or agreements in existence on the date
hereof, whether "qualified" for tax purposes or not, pursuant to plans or
arrangements


<PAGE>   31
approved by the Board of Directors or stockholders, (ii) the issuance of Common
Stock pursuant to warrants outstanding as of the date hereof, (iii) the issuance
of Common Stock upon conversion of the Series A Preferred Stock or (iv) the
issuance of equity or debt securities to finance a redemption of Series A
Preferred Stock (but only if all shares of Series A Preferred Stock are in fact
promptly redeemed with the proceeds thereof pursuant to the terms of the Series
A Certificate of Designations). The issuances or sales described in the
preceding clauses (i), (ii), (iii) and (iv) shall be ignored for purposes of
calculating any adjustment to the Exercise Price.

                  (e)      Nominal Adjustment. The Company shall not be required
to make an adjustment in the Exercise Price under this Section 11 if such
adjustment is less that $0.01. However, the Company shall be required to carry
forward on its books all adjustments that would have been made but for this
Section 11(e) and shall take such adjustment into account when making subsequent
adjustments under this Section 11. All calculations under this Section 11 shall
be made to the nearest cent.

         12.      Voluntary Adjustment by the Company. The Company may at any
time during the term of this Warrant, reduce the then current Exercise Price to
any amount and for any period of time deemed appropriate by the Board of
Directors of the Company.

         13.      Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall promptly mail by registered or certified mail, return receipt requested,
to the Holder of this Warrant notice of such adjustment or adjustments setting
forth the number of Warrant Shares (and Other Property) purchasable upon the
exercise of this Warrant and the Exercise Price of such Warrant Shares (and
Other Property) after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which such
adjustment was made. Such notice, in the absence of manifest error, shall be
conclusive evidence of the correctness of such adjustment.

         14.      Notice of Corporate Action.  If at any time:

                  (a)      the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right; or

                  (b)      there shall be any capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of the
Company or any consolidation or merger of the Company with, or any sale,
transfer or other disposition of all or substantially all the property, assets
or business of the Company to, another corporation; or

                  (c)      there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;
<PAGE>   32

then, in any one or more of such cases, the Company shall give to the Holder (i)
at least 30 days' prior written notice of the date on which a record date shall
be selected for such dividend, distribution or right or for determining rights
to vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 30
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (x) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (y) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or Other
Property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to the
Holder at the last address of the Holder appearing on the books of the Company
and delivered in accordance with Section 16(d).

         15.      Authorized Shares.

                  (a)      The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed.

                  (b)      The Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of the Holder against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in par
value, (ii) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this Warrant, and (iii) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable
the Company to perform its obligations under this Warrant.


<PAGE>   33
                  (c)      Upon the request of the the Holder, the Company will
at any time during the period this Warrant is outstanding acknowledge in
writing, in form reasonably satisfactory to the Holder, the continuing validity
of this Warrant and the obligations of the Company hereunder.

                  (d)      Before taking any action which would cause an
adjustment reducing the current Exercise Price below the then par value, if any,
of the shares of Common Stock issuable upon exercise of the Warrants, the
Company shall take any corporate action which may be necessary in order that the
Company may validly and legally issue fully paid and non-assessable shares of
such Common Stock at such adjusted Exercise Price.

                  (e)      Before taking any action which would result in an
adjustment in the number of shares of Common Stock for which this Warrant is
exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.

         16.      Miscellaneous.

                  (a)      Jurisdiction. This Warrant shall be binding upon any
successors or assigns of the Company. This Warrant shall constitute a contract
under the laws of Delaware without regard to its conflict of law principles or
rules, and be subject to arbitration pursuant to the terms set forth in the
Purchase Agreement.

                  (b)      Restrictions. The Holder hereof acknowledges that the
Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.

                  (c)      Nonwaiver and Expenses. No course of dealing or any
delay or failure to exercise any right hereunder on the part of the Holder shall
operate as a waiver of such right or otherwise prejudice the Holder's rights,
powers or remedies, notwithstanding all rights hereunder terminate on the
Termination Date. If the Company fails to comply with any provision of this
Warrant, the Company shall pay to the Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable
attorneys' fees, including those of appellate proceedings, incurred by the
Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.

                  (d)      Notices. Any notice, request or other document
required or permitted to be given or delivered to the Holder hereof by the
Company shall be delivered in accordance with the notice provisions of the
Purchase Agreement.

                  (e)      Limitation of Liability. No provision hereof, in the
absence of affirmative action by the Holder to purchase shares of Common Stock,
and no enumeration herein of the rights or privileges of the Holder hereof,
shall give rise to any liability of the Holder for the


<PAGE>   34
purchase price of any Common Stock or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company.

                  (f)      Remedies. The Holder, in addition to being entitled
to exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.

                  (g)      Successors and Assigns. Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors of the Company
and the successors and permitted assigns of the Holder. The provisions of this
Warrant are intended to be for the benefit of all holders from time to time of
this Warrant and shall be enforceable by any such Holder or holder of Warrant
Shares.

                  (h)      Indemnification. The Company agrees to indemnify and
hold harmless the Holder from and against any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, reasonable
attorneys' fees, expenses and disbursements of any kind which may be imposed
upon, incurred by or asserted against the Holder in any manner relating to or
arising out of any failure by the Company to perform or observe in any material
respect any of its covenants, agreements, undertakings or obligations set forth
in this Warrant; provided, however, that the Company will not be liable
hereunder to the extent that any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses
or disbursements are found in a final non-appealable judgment by a court to have
resulted from the Holder's bad faith or willful misconduct in its capacity as a
stockholder or warrantholder of the Company.

                  (i)      Amendment. This Warrant may be modified or amended or
the provisions hereof waived with the written consent of the Company and the
Holder.

                  (j)      Severability. Wherever possible, each provision of
this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Warrant.

                  (k)      Headings. The headings used in this Warrant are for
the convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.


                     [THE NEXT PAGE IS THE SIGNATURE PAGE.]


<PAGE>   35


         IN WITNESS WHEREOF, the Company has caused this Stock Purchase Warrant
to be executed by its officer thereunto duly authorized.



Dated:  April 6, 2001

                                              GALAXY NUTRITIONAL FOODS, INC.


                                              By:   /s/ Keith Ewing
                                                    ---------------------------
                                              Name:  Keith Ewing
                                                    ---------------------------
                                              Title: Vice President
                                                    ---------------------------




<PAGE>   36


                               NOTICE OF EXERCISE



To:      [Transfer Agent]

                  (1)      The undersigned hereby elects to purchase ________
shares of Common Stock (the "Common Stock"), of Galaxy Nutritional Foods, Inc.
pursuant to the terms of the attached Warrant, and (check one:) [ ] tenders
herewith payment of the exercise price in full OR [ ] tenders the Warrant for
cashless exercise, together with all applicable transfer taxes, if any.

                  (2)      Calculation of cashless exercise value, if
applicable:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                  (3)      The undersigned hereby restates and confirms the
continued accuracy of the investment representations made by the Investors under
Article III of the Series A Preferred Stock and Warrants Purchase Agreement
dated April ___, 2001 by and between the Company and the Investors signatory
thereto, as applicable to the undersigned on the date hereof.

                  (4)      Please issue a certificate or certificates
representing said shares of Common Stock in the name of the undersigned or in
such other name as is specified below:

                                    -------------------------------
                                    (Name)

                                    -------------------------------
                                    (Address)

                                    -------------------------------


Dated:                     ,
       --------------------  -----


                                            -----------------------------------
                                                          Signature
<PAGE>   37


                                 ASSIGNMENT FORM

                        (To assign the foregoing Warrant,
               execute this form and supply required information.
                 Do not use this form to exercise the Warrant.)



         FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

                                                whose address is
-----------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

                                               Dated:                ,
                                                       --------------  -------


                           Holder's Signature:
                                              ---------------------------------
                           Holder's Address:
                                              ---------------------------------



Signature Guaranteed:
                       -------------------------------------------


Any assignee receiving this Warrant in a non-public resale transation must be an
accredited investor as that term is defined under the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.