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 122,549 Shares of Common Stock of

                         GALAXY NUTRITIONAL FOODS, INC.

     THIS CERTIFIES that, for value received,  Stonestreet  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"),  one hundred  twenty-two
thousand five hundred  forty nine  (122,549)  shares (the  "WARRANT  SHARES") of
Common Stock, $0.01 par value, of the Company (the "COMMON STOCK").  The initial
per share purchase  price of the Warrant Shares (the "EXERCISE  PRICE") shall be
$5.52.

     Capitalized  terms used and not  otherwise  defined  herein  shall have the
meanings  set forth for such terms in the  Common  Stock and  Warrants  Purchase
Agreement  dated June 28, 2002,  between the Company and the Investor  signatory
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.

                                       1
<PAGE>

     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 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

                                       2
<PAGE>

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 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.

                                       3
<PAGE>

     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 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

                                       4
<PAGE>

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 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,  if, during the MFN Period (as
defined in the Purchase  Agreement),  the Company sells any shares of its Common
Stock in a capital raising  transaction at a Per Share Selling Price (as defined
in the  Purchase  Agreement)  that is 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 Stock Purchase Rights,  and Common Stock
issuable  upon the  exercise  thereof,  to  directors,  officers,  employees  or
consultants  of the Company  pursuant to stock option or stock purchase plans or
agreements in existence on the date of this filing,  whether "qualified" for tax
purposes or not, or pursuant to plans or  arrangements  approved by the Board of
Directors or  stockholders,  (ii) the issuance of Common Stock pursuant to Stock
Purchase  Rights and Convertible  Securities  outstanding as of the date of this
Agreement,  including  upon the  conversion of the Series A Preferred  Stock (so
long as effected pursuant to the conversion terms of the Series A Certificate of
Designation  as it exists on the date  hereof);  (iii) the  issuance  of Capital
Shares,  Stock Purchase  Rights or Convertible  Securities in the acquisition of
another company or in connection with any strategic  alliance,  joint venture or
partnership with another company,  so long as the primary purpose thereof is not
the raising of capital;  (iv) the  issuance of Capital  Shares,  Stock  Purchase
Rights or Convertible Securities to commercial lenders,

                                       5
<PAGE>

equipment lessors,  vendors,  suppliers or providers of goods or services to the
Company (subject, in each case, to the good faith determination by the Company's
Board of Directors that any non-cash consideration received in exchange for such
securities  of the Company is at least  equal to the fair  market  value of such
securities), and (v) the issuance of Capital Shares and Stock Purchase Rights in
customary  amounts to  underwriters,  brokers,  or finders  in  connection  with
fundraising (debt or equity) activities. The issuances or sales described in the
preceding  clauses (i), (ii),  (iii), (iv) and (v) 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;

                                       6
<PAGE>

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.

                                       7
<PAGE>

          (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 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.

                                       8
<PAGE>

          (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.]

                                       9
<PAGE>

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

Dated:  June 28, 2002

                                        GALAXY NUTRITIONAL FOODS, INC.


                                        By:    /s/ Angelo S. Morini
                                               ---------------------------------
                                        Name:  Angelo S. Morini
                                               ---------------------------------
                                        Title: Chairman, President & CEO
                                               ---------------------------------

                                       10
<PAGE>

                               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 Investor under Article
III of the Common Stock and Warrants Purchase  Agreement dated June ___, 2002 by
and between the Company and the Investor 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

                                       1
<PAGE>

                                 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.

                                       1