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                                                                     EXHIBIT 4.8


             Registration Rights Agreement, between Hare & Co. f/b/o
                John Hancock Small Cap Value Fund and Registrant,
                         dated as of September 24, 2001



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                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of September
24, 2001 and between GALAXY NUTRITIONAL FOODS, INC., a Delaware corporation,
with headquarters located at 2441 Viscount Road, Orlando, Florida 32809 (the
"COMPANY"), and HARE & CO. F/B/O JOHN HANCOCK SMALL CAP VALUE FUND, a
Massachusetts Business Trust (the "BUYER").

         WHEREAS:

         A.       In connection with the Securities Purchase Agreement by and
                  between the parties of even date herewith (the "SECURITIES
                  PURCHASE AGREEMENT"), the Company has agreed, upon the terms
                  and subject to the conditions of the Securities Purchase
                  Agreement, (i) to issue and sell to the Buyer shares of the
                  Company's Common Stock, par value $.01 per share (the "COMMON
                  STOCK") and (ii) to issue and sell to the Buyer a warrant to
                  purchase shares of the Company's Common Stock (the "COMMON
                  SHARES").

         B.       To induce the Buyer to execute and deliver the Securities
                  Purchase Agreement, the Company has agreed to provide certain
                  registration rights under the Securities Act of 1933, as
                  amended, and the rules and regulations thereunder, or any
                  similar successor statute (collectively, the "1933 ACT"), and
                  applicable state securities laws;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Buyer hereby agree as follows:

         1.       DEFINITIONS.

                  a.       As used in this Agreement, the following terms shall
have the following meanings:

                           (i)      "INVESTOR" means the Buyer and any
transferee or assignee thereof who agrees to become bound by the provisions of
this Agreement in accordance with Section 9 hereof.

                           (ii)     "REGISTER," "REGISTERED," and "REGISTRATION"
refer to a registration effected by preparing and filing a Registration
Statement or Statements in compliance with the 1933 Act and pursuant to Rule 415
under the 1933 Act or any successor rule providing for offering securities on a
continuous basis ("RULE 415"), and the declaration or ordering of effectiveness
of such Registration Statement by the United States Securities and Exchange
Commission (the "SEC").

                           (iii)    "REGISTRABLE SECURITIES" means the Common
Shares and Warrant Shares (as defined herein).


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                           (iv)     "REGISTRATION PERIOD" means the period
commencing 91 days after the date on which any Registration Statement filed
pursuant to the Series A Preferred Registration Rights Agreement is declared
effective by the SEC and expiring on the date that (i) the Investor may sell all
the Registrable Securities without restriction pursuant to Rule 144(k)
promulgated under the 1933 Act, or (ii) the Investor has sold all the
Registrable Securities.

                           (v)      "REGISTRATION STATEMENT" means a
registration statement of the Company under the 1933 Act.

                           (vi)     "SERIES A PREFERRED REGISTRATION RIGHTS
AGREEMENT" means that registration rights agreement dated April 6, 2001 by and
among the Company and the investors signatory thereto.

                           (vii)    "WARRANT SHARES" mean those shares of Common
Stock issued upon exercise of the Warrant.

                  b.       Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in the Securities
Purchase Agreement.

         2.       REGISTRATION RIGHTS.

                  a.       Mandatory Registration. The Company shall prepare and
                  file with the SEC a Registration Statement on Form S-3 (or, if
                  such form is unavailable for such a registration, on such
                  other form as is available for such a registration) covering
                  the resale of the Registrable Securities within 30 days of the
                  Closing Date. The Registration Statement (and each amendment
                  or supplement thereto, and each request for acceleration of
                  effectiveness thereof) shall be provided to and approved by
                  the Buyer and its counsel prior to its filing or other
                  submission, such approval not to be unreasonably withheld. The
                  Company will use its reasonable efforts to cause such
                  Registration Statement to become effective within thirty (30)
                  days of filing.

                  b.       Piggy-Back Registrations. If at any time during the
                  Registration Period the Company shall file with the SEC a
                  Registration Statement relating to an offering for its own
                  account or the account of others under the 1933 Act of any of
                  its equity securities (other than on Form S-4 or Form S-8 or
                  their then equivalents relating to equity securities to be
                  issued solely in connection with any acquisition of any entity
                  or business or equity securities issuable in connection with
                  stock option or other employee benefit plans), the Company
                  shall send to the Investor who is entitled to registration
                  rights under this Section 2. written notice of the intended
                  filing of such Registration Statement and, if within twenty
                  (20) days after receipt of such notice, the Investor shall so
                  request in writing, the Company shall include in such
                  Registration Statement all or any part of the Registrable
                  Securities the Investor requests to be registered, except that
                  if, in connection with any underwritten public offering for
                  the account of the Company the managing underwriter(s) thereof
                  shall impose a limitation on the number of shares of
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                  Common Stock which may be included in the Registration
                  Statement because, in such underwriter(s)' judgment, marketing
                  or other factors dictate such limitation is necessary to
                  facilitate public distribution, then the Company shall be
                  obligated to include in such Registration Statement only such
                  limited portion of the Registrable Securities with respect to
                  which the Investor has requested inclusion hereunder; provided
                  that no portion of the equity securities which the Company is
                  offering for its own account shall be excluded; provided,
                  further that the Company shall be entitled to exclude
                  Registrable Securities to the extent necessary to avoid
                  breaching obligations existing prior to the date hereof to
                  other stockholders of the Company. Subject to the foregoing,
                  the Company shall not exclude any Registrable Securities
                  unless the Company has first excluded all outstanding
                  securities, the holders of which are not entitled to inclusion
                  of such securities in such Registration Statement or are not
                  entitled to pro rata inclusion with the Registrable
                  Securities, and, after giving effect to the immediately
                  preceding clause, any exclusion of Registrable Securities
                  shall be made pro rata with holders of other securities having
                  the right to include such securities in the Registration
                  Statement other than holders of securities entitled to
                  inclusion of their securities in such Registration Statement
                  by reason of demand registration rights. The obligations of
                  the Company under this Section 2. may be waived by the
                  Investor. If an offering in connection with which the Investor
                  is entitled to registration under this Section 2. is an
                  underwritten offering, then if the Investor's Registrable
                  Securities are included in such Registration Statement the
                  Investor shall, unless otherwise agreed by the Company, offer
                  and sell such Registrable Securities in an underwritten
                  offering using the same underwriter or underwriters and,
                  subject to the provisions of this Agreement, on the same terms
                  and conditions as other shares of Common Stock included in
                  such underwritten offering.

         3.       OBLIGATIONS OF THE COMPANY.

         In connection with the registration of the Registrable Securities, the
Company shall have the following obligations:

                  a.       A Registration Statement filed pursuant to this
Agreement (including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein, or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading. The Investor shall give notice to the Company when it has
sold all of the Registrable Securities.

                  b.       The Company shall prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to the
Registration Statement and the prospectus used in connection with the
Registration Statement as may be necessary to keep the Registration Statement
effective at all times during the Registration Period, and, during such period,
comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by the Registration Statement
until such time as


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all of such Registrable Securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as set forth in
the Registration Statement.

                  c.       The Company shall furnish to the Investor if its
Registrable Securities are included in the Registration Statement and its legal
counsel (i) promptly after the same is prepared and publicly distributed, filed
with the SEC, or received by the Company, one copy of the Registration Statement
and any amendment thereto, each preliminary prospectus and prospectus and each
amendment or supplement thereto, and (ii) such number of copies of a prospectus,
including a preliminary prospectus, and all amendments and supplements thereto
and such other documents as the Investor may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by the Investor.

                  d.       As promptly as practicable after becoming aware of
such event, the Company shall notify the Investor of the happening of any event,
of which the Company has knowledge, as a result of which the prospectus included
in the Registration Statement, as then in effect, includes an untrue statement
of a material fact or omission to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and use its best
efforts promptly to prepare a supplement or amendment to the Registration
Statement to correct such untrue statement or omission, and deliver such number
of copies of such supplement or amendment to the Investor as the Investor may
reasonably request.

                  e.       The Company shall use its best efforts to prevent the
issuance of any stop order or other suspension of effectiveness of a
Registration Statement, and, if such an order is issued, to obtain the
withdrawal of such order at the earliest possible moment and to notify the
Investor if the Investor holds Registrable Securities being sold (or, in the
event of an underwritten offering, the managing underwriters) of the issuance of
such order and the resolution thereof.

                  f.       The Company shall hold in confidence and not make any
disclosure of information concerning the Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any Registration Statement, (iii) the
release of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the
public other than by disclosure in violation of this or any other agreement. The
Company agrees that it shall, upon learning that disclosure of such information
concerning the Investor is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the
Investor and allow the Investor, at the Investor's expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, such information.

                  g.       The Company shall use its best efforts either to (i)
cause all the Registrable Securities covered by the Registration Statement to be
listed on the American Stock Exchange and on each additional national securities
exchange on which securities of the same
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class or series issued by the Company are then listed, if any, if the listing of
such Registrable Securities is then permitted under the rules of such exchange

                  h.       The Company shall cooperate with the Investor if it
holds Registrable Securities and the managing underwriter or underwriters, if
any, to facilitate the timely preparation and delivery of certificates
representing the Registrable Securities to be offered pursuant to the
Registration Statement and enable such certificates to be in such denominations
or amounts, as the case may be, as the managing underwriter or underwriters, if
any, or the Investor may reasonably request and registered in such names as the
managing underwriter or underwriters, if any, or the Investor may request.

         4.       OBLIGATIONS OF THE INVESTOR.

         In connection with the registration of the Registrable Securities, the
Investor shall have the following obligations:

                  a.       It shall be a condition precedent to the obligations
of the Company to complete the registration of Registrable Securities pursuant
to this Agreement that the Investor shall furnish to the Company such
information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the
Company may reasonably request. At least five (5) days prior to the first
anticipated filing date of the Registration Statement, the Company shall notify
the Investor of the information the Company requires from the Investor if the
Investor elects to have any of the Investor's Registrable Securities included in
the Registration Statement.

                  b.       The Investor by the Investor's acceptance of the
Registrable Securities agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of the
Registration Statement hereunder, unless the Investor has notified the Company
in writing of the Investor's election to exclude all of the Investor's
Registrable Securities from the Registration Statement.

                  c.       The Investor agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind described in Section
3(d) or 3(e), the Investor will immediately discontinue disposition of
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until the Investor's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(d) or 3(e) and, if
so directed by the Company, the Investor shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate of
destruction) all copies in the Investor's possession, of the prospectus covering
such Registrable Securities current at the time of receipt of such notice.

                  d.       No Investor may participate in any underwritten
registration hereunder unless the Investor (i) agrees to sell the Investor's
Registrable Securities on the basis provided in any underwriting arrangements,
(ii) completes and executes all questionnaires, powers of


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attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements, and (iii) agrees to
pay its pro rata share of all underwriting discounts and commissions.

         5.       EXPENSES OF REGISTRATION.

                  All reasonable expenses, other than underwriting discounts and
commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers and accounting fees, the
fees and disbursements of counsel for the Company, shall be borne by the
Company.

         6.       INDEMNIFICATION.

         In the event any Registrable Securities are included in a Registration
Statement under this Agreement:

                  a.       To the extent permitted by law, the Company will
indemnify, hold harmless and defend (i) the Investor who holds such Registrable
Securities, and (ii) the directors, officers and each person who controls any
Investor within the meaning of the 1933 Act or the Securities Exchange Act of
1934, as amended (the "1934 ACT"), if any, (each, an "INDEMNIFIED PERSON"),
against any losses, claims, damages, liabilities or expenses (joint or several)
(collectively, "CLAIMS") to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged
untrue statement of a material fact in a Registration Statement or the omission
or alleged omission to state a material fact therein required to be stated or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, or (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, "VIOLATIONS"). Subject to the
restrictions set forth in Section 6(d) with respect to the number of legal
counsel, the Company shall reimburse the Investor or controlling person,
promptly as such expenses are incurred and are due and payable, for any legal
fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 6(a): (i) shall not apply to a Claim arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by any Indemnified Person expressly for use
in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto, if such prospectus was timely made
available by the Company


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pursuant to Section 3(c) hereof; (ii) with respect to any preliminary
prospectus, shall not inure to the benefit of any such person from whom the
person asserting any such Claim purchased the Registrable Securities that are
the subject thereof (or to the benefit of any person controlling such person) if
the untrue statement or omission of material fact contained in the preliminary
prospectus was corrected in the prospectus, as then amended or supplemented, if
such prospectus was timely made available by the Company pursuant to Section
3(c) hereof; (iii) shall not be available to the extent such Claim is based on a
failure of the Investor to deliver or to cause to be delivered the prospectus
made available by the Company; and (iv) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of
the Registrable Securities by the Investor pursuant to Section 9.

                  b.       In connection with any Registration Statement in
which the Investor is participating, the Investor agrees to indemnify, hold
harmless and defend, to the same extent and in the same manner set forth in
Section 6(a), the Company, each of its directors, each of its officers who signs
the Registration Statement, each person, if any, who controls the Company within
the meaning of the 1933 Act or the 1934 Act, any underwriter and any other
stockholder selling securities pursuant to the Registration Statement or any of
its directors or officers or any person who controls such stockholder or
underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and
together with an indemnified Person, an "INDEMNIFIED PARTY"), against any Claim
to which any of them may become subject, under the 1933 Act, the 1934 Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such violation occurs
in reliance upon and in conformity with written information furnished to the
Company by the Investor expressly for use in connection with such Registration
Statement or to the extent such Claim is based upon any violation or alleged
violation by the Investor of the 1933 Act, 1934 Act or any other law; and the
Investor will reimburse any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such Claim; provided, however,
that the indemnity agreement contained in this Section 6(b) shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Investor, which consent shall not be
unreasonably withheld; provided, further, however, that the Investor shall be
liable under this Section 6(b) for only that amount of a Claim as does not
exceed the net proceeds to the Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such Indemnified Party and shall survive the transfer of the Registrable
Securities by the Investors pursuant to Section 9. Notwithstanding anything to
the contrary contained herein, the indemnification agreement contained in this
Section 6(b) with respect to any preliminary prospectus shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary prospectus was corrected on a timely basis in
the prospectus, as then amended or supplemented.

                  c.       The Company shall be entitled to receive indemnities
from underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in any


<PAGE>   9
distribution, to the same extent as provided above, with respect to information
such persons so furnished in writing by such persons expressly for inclusion in
the Registration Statement.

                  d.       Promptly after receipt by an Indemnified Person or
Indemnified Party under this Section 6 of notice of the commencement of any
action (including any governmental action), such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to made against any
indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses to be
paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action. The indemnification required by this Section 6 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as such expense, loss, damage or liability is incurred and is due and
payable.

         7.       CONTRIBUTION.

         To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that
(i) no contribution shall be made under circumstances where the maker would not
have been liable for indemnification under the fault standards set forth in
Section 6, (ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any seller of Registrable Securities who was not
guilty of such fraudulent misrepresentation, and (iii) contribution by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Securities.

         8.       REPORTS UNDER THE 1934 ACT.

         With a view to making available to the Investor the benefits of Rule
144 promulgated under the 1933 Act or any other similar rule or regulation of
the SEC that may at any time permit the Investor to sell securities of the
Company to the public without registration ("RULE 144"), the Company agrees to:


<PAGE>   10

                  a.       make and keep public information available, as those
terms are understood and defined in Rule 144;

                  b.       file with the SEC in a timely manner all reports and
other documents required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such requirements (it being understood
that nothing herein shall limit the Company's obligations under Section 4(c) of
the Securities Purchase Agreement) and the filing of such reports and other
documents is required for the applicable provisions of Rule 144; and

                  c.       furnish to the Investor so long as the Investor owns
Registrable Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the
1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested to
permit the investors to sell such securities pursuant to Rule 144 without
registration.

         9.       ASSIGNMENT OF REGISTRATION RIGHTS.

         The rights to have the Company register Registrable Securities pursuant
to this Agreement shall be automatically assignable by the Investors to any
transferee of all or any portion of Registrable Securities if: (i) the Investor
agrees in writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable time
after such assignment, (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (a) the name and
address of such transferee or assignee, and (b) the securities with respect to
which such registration rights are being transferred or assigned, (iii)
immediately following such transfer or assignment the further disposition of
such securities by the transferee or assignee is restricted under the 1933 Act
and applicable state securities laws, (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this sentence the
transferee or assignee agrees in writing with the Company to be bound by all of
the provisions contained herein, (v) such transfer shall have been made in
accordance with the applicable requirements of the Securities Purchase
Agreement, and (vi) such transferee shall be an "ACCREDITED INVESTOR" as that
term defined in Rule 501 of Regulation D promulgated under the 1933 Act.

         10.      AMENDMENT OF REGISTRATION RIGHTS.

         Provisions of this Agreement may be amended and the observance thereof
may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the Investor. Any amendment or waiver effected in accordance with this
Section 10 shall be binding upon the Investor and the Company.

         11.      MISCELLANEOUS.

                  a.       A person or entity is deemed to be a holder of
Registrable Securities whenever such person or entity owns of record such
Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two or more persons or entities with


<PAGE>   11
respect to the same Registrable Securities, the Company shall act upon the basis
of instructions, notice or election received from the registered owner of such
Registrable Securities.

                  b. Any notices required or permitted to be given under the
terms of this Agreement shall be sent by registered or certified mail, return
receipt requested, or delivered personally or by courier and shall be effective
five days after being placed in the mail, if mailed, or upon receipt, if
delivered personally or by courier, in each case addressed to a party. The
addresses for such communications shall be:

         If to the Company:

         Galaxy Nutritional Foods, Inc.
         2441 Viscount Road
         Orlando, Florida 23809
         Telephone: (407) 855-5500
         Telecopy: (407) 855-1099
         Attention: Mr. Angelo Morini

         With copy to:

         Baker & Hostetler LLP
         200 South Orange Avenue
         Orlando, FL 32801
         Telephone: (407) 649-4000
         Telecopy: (407) 841-0168
         Attention: Kenneth C. Wright, Esq.

         If to the Buyer:

         Hare & Co. f/b/o John Hancock Small Cap Value Fund
         C/O Bank of New York Securities Department
         P.O. Box 11,203
         New York, New York 10249
         Telecopy:  (617) 330-6583

         With copy to:

         Hare & Co. f/b/o John Hancock Small Cap Value Fund
         C/O John Hancock Advisers, Inc.
         Private Placement Corporate Actions
         101 Huntington Avenue
         Boston, Ma 02199-7603
         Telecopy:  (617) 375-4808
         Attention:  Investment Operations, 4th Floor

Each party shall have provide notice to the other party of any change in
address.


<PAGE>   12

                  c.       Failure of any party to exercise any right or remedy
under this Agreement or otherwise, or delay by a party in exercising such right
or remedy, shall not operate as a waiver thereof.

                  d.       This Agreement shall be enforced, governed by and
construed in accordance with the laws of the State of Florida applicable to
agreements made and to be performed entirely within such State. In the event
that any provision of this Agreement is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision hereof.

                  e.       This Agreement, the Securities Purchase Agreement and
the Warrant constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and thereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement, the Securities Purchase Agreement and the
Warrant supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.

                  f.       Subject to the requirements of Section 9 hereof, this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto.

                  g.       The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                  h.       This Agreement may be executed in two or more
identical counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement. This Agreement, once executed
by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering
this Agreement.

                  i.       Each party shall do and perform, or cause to be done
and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

         IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of day and year first above written.

                                 GALAXY NUTRITIONAL FOODS, INC.


                                 By: /s/ Angelo S. Morini
                                    --------------------------------------
                                     Angelo S. Morini, Chief Executive Officer


<PAGE>   13

                                HARE  & CO. F/B/O JOHN HANCOCK SMALL CAP VALUE
                                FUND


                                By:      /s/ Robert C. Pieroni
                                    ------------------------------------------
                                Name:  Robert C. Pieroni
                                      ----------------------------------------
                                Title:  General Director
                                       ---------------------------------------