**THIRD
      AMENDMENT**


**TO**


**EMPLOYMENT
      AGREEMENT**




This
      Third Amendment to Employment Agreement (the "Amendment") is executed as of
      December 10, 2007, by and between Galaxy Nutritional Foods, Inc., a Delaware
      corporation (the “Corporation”), and Michael E. Broll (the
“Employee”).





WHEREAS,
      the Corporation and the Employee entered into an employment agreement dated
      July
      8, 2004, as amended (the “Employment Agreement”); and,




WHEREAS,
      the Parties desire to amend provisions of the Employment Agreement relating
      to
      certain transactions involving a “Sale of the Corporation” as further described
      herein.




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




1.  Section
      7
      of the Employment Agreement is hereby amended to add a new subsection C as
      follows:




“C. Termination
      Following a Sale of the Corporation .
      In the
      event of a Sale of the Corporation (as hereinafter defined), then upon ten
      (10)
      days prior notice from the Employee to the Corporation given at anytime within
      6
      months after such Sale of the Corporation, the Employee may terminate his
      employment with the Corporation and, in such event, he shall be entitled to
      receive one year of his base salary (as in effect before the Sale of the
      Corporation), payable at the option of the Corporation in a lump sum or over
      a
      period of one year on the Corporation’s normal payroll dates and subject to
      typical payroll deductions. The term “Sale of the Corporation” shall mean a
      transaction (or series of related transactions) pursuant to which the
      acquiror(s) acquire(s) (i) at least sixty (60%) of the equity securities of
      the
      Company then outstanding (whether by merger, consolidation, sale or transfer
      of
      the Company’s shares of capital stock or otherwise), or (ii) all or
      substantially all of the Company’s assets (whether by way of sale of equity
      securities or assets), other than any transaction (or series of related
      transactions) under either clause (i) or (ii) above in which Frederick Deluca
      and/or his affiliates are the acquiror. In no event shall the Employee be
      entitled to payment under this Section 7.C. if he is then receiving (or entitled
      to receive) payments under Section 7.B. hereof.”




2.  Section
      9
      of the Employment Agreement is hereby amended to add the following sentence
      to
      the end of the Section: “In addition, nothing herein shall prohibit the Employee
      from serving on the board of directors (or similar managing boards) of other
      companies that are not competitive with the Company and which board service
      is
      approved by the Chairman of the Company.”




3.  Except
      as
      expressly amended in this Amendment, all terms, covenants and provisions of
      the
      Employment Agreement are and shall remain in full force and effect without
      further modification or amendment. This Amendment shall be deemed incorporated
      into, and made a part of, the Employment Agreement.




[Signatures
      appear on the following page]








IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment on the date
      set
      forth above.


“Corporation”**Galaxy
                  Nutritional Foods, Inc.**By:
              /s/
                  David H. LipkaPrint
                  Name:
              David
                  H. LipkaPrint
                  Title:
              Chairman
                  of the Board“Employee”/s/
                  Michael E. BrollMichael
                  E. Broll