GALAXY FOODS
                                  ------------
                               BOARD OF DIRECTORS
                         COMPENSATION COMMITTEE CHARTER

I.   THE  COMMITTEE'S  PURPOSE.  The Committee is appointed by the Board for the
     primary purposes of:

     A.   Overseeing  overall Company  compensation  policies and their specific
          application to principal  officers elected by the Board and to members
          of the Board; and

     B.   Preparing an annual report on executive  compensation for inclusion in
          the Company's proxy statement, in accordance with applicable rules and
          regulations.

II.  THE  COMMITTEE'S  DUTIES  AND  RESPONSIBILITIES.   The  Committee  has  the
     following  duties and  responsibilities  (responsibilities  with respect to
     setting  compensation of the Chief Executive and principal  officers of the
     Company elected by the Board cannot be delegated to Company management).

     A.   GENERAL.

          1.   To  approve  compensation  principles  that  apply  generally  to
               Company employees;

          2.   To make  recommendations  to the Board with  respect to incentive
               compensation plans and equity based plans;

          3.   To  select  a  peer   group  of   companies   against   which  to
               benchmark/compare   the   Company's   compensation   systems  for
               principal officers elected by the Board;

          4.   To  administer  and  otherwise  exercise the various  authorities
               prescribed for the Committee by the Company's Stock Plans and the
               Additional Remuneration Plan;

          5.   To monitor  compensation  trends and solicit  independent  advice
               where appropriate;

          6.   To  perform  any  other   activities  as  the   Committee   deems
               appropriate,  or as are requested by the Board,  consistent  with
               this  Charter,  the  Company's  By Laws and  applicable  laws and
               regulations;

          7.   To maintain and update, as appropriate,  this Charter, which will
               be published on the Company's website.

<PAGE>

     B.   PRINCIPAL OFFICERS.

          1.   To  regularly  review  and  evaluate  compensation  of  principal
               officers of the Company as designated by the Board.

          2.   To approve any compensation-related action for principal officers
               of the Company.

          3.   To review and approve  compensation  arrangements for individuals
               who  will be made  offers  to join  the  Company  as a  Principal
               Officer.

     C.   CHIEF EXECUTIVE AND PRESIDENT.

          1.   To review and approve corporate goals and objectives  relevant to
               their compensation;

          2.   To evaluate their performance in light of the approved  corporate
               goals and objectives;

          3.   To set their base salary and  short-term  incentive  compensation
               based on the Committee's  evaluation of competitive  compensation
               practices  and  the  Executive's  performance  in  achieving  the
               corporate goals established for the position by the Committee;

          4.   To set the long-term  incentive  component of the compensation of
               the Chief  Executive  and  President  considering  the  Company's
               performance  and  relative   shareholder  return,  the  value  of
               incentive awards to chief executives at other companies.

     D.   DIRECTORS.

          1.   To regularly  review and evaluate  the  compensation  program for
               Directors and, as appropriate, recommend changes to the Board;

          2.   To  administer  and  otherwise  exercise the various  authorities
               prescribed  under the Galaxy Foods  Non-Employee  Directors Stock
               Plan.

II.  AUTHORITY TO RETAIN EXPERTS. Any compensation  consultant used to assist in
     the evaluation of Director, CEO or principal officer compensation,  as well
     as such other experts as the Committee  deems  necessary in the performance
     of its duties, will be selected,  directed and, if appropriate,  terminated
     by the Committee.

III. ANNUAL  PERFORMANCE  EVALUATION OF THE COMMITTEE.  At least  annually,  the
     Committee  will evaluate how well it has  fulfilled its purpose  during the
     previous year, and will report its findings to the full Board.