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                         GALAXY NUTRITIONAL FOODS, INC.

                      NON-QUALIFIED STOCK OPTION AGREEMENT
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     Galaxy  Nutritional  Foods,  Inc., a Delaware  corporation  (the"Company"),
hereby  grants  as of the  24th  day of May,  2002 to  ANGELO  S.  MORINI,  (the
"Optionee"),  an option to purchase a maximum of 1,163,898  shares of its Common
Stock,  $.01 par value, at the price of $5.72 per share (the  "Option"),  on the
following terms and conditions:

     1.   GRANT AS NON-QUALIFIED STOCK OPTION;  OTHER OPTIONS.  The Option shall
be treated for federal income tax purposes as a  non-qualified  stock option and
NOT as an incentive stock option under Section 422A of the Internal Revenue Code
of 1986, as amended (the "Code"). The option is in addition to any other options
heretofore or hereafter granted to the Optionee by the Company,  but a duplicate
original of this instrument shall not affect the grant of another option.

     2.   EXTENT  OF  OPTION  IF  EMPLOYMENT  CONTINUES.  If  the  Optionee  has
continued to be employed by the Company on the following dates, the Optionee may
exercise the Option for the number of shares set opposite the applicable date:

     1,163,898 options vested immediately

     In the event of a change in ownership  of the Company,  that portion of the
Option  which has not yet vested as of the date of such  event will  immediately
vest and become exercisable  simultaneously  with the consummation of the change
in ownership.

     The foregoing rights are cumulative and, while the Optionee continues to be
employed by the Company, all vested options may be exercised up to and including
the date which is ten years from the date hereof.  All of the  foregoing  rights
are subject to Articles 3 and 4, as  appropriate,  if the Optionee  ceases to be
employed by the Company or dies or becomes  disabled  while in the employ of the
Company.

     3.   TERMINATION  OF EMPLOYMENT.  If the Optionee  ceases to be employed by
the Company,  other than by reason of death or  disability as defined in Article
4, no further installments of the Option shall become exercisable and the vested
portion of the Option shall terminate at the earlier of sixty (60) days from the
date  employment  ceases or the scheduled  expiration  date.  In such case,  the
Optionee's only rights

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hereunder shall be those which are properly  exercised before the termination of
the Option.

     4.   DEATH;  DISABILITY.  If the  Optionee  dies while in the employ of the
Company,  the  Option  may be  exercised,  to the extent of the number of shares
vested as of the date of his death, by his estate,  personal  representative  or
beneficiary  to whom the Option has been assigned  pursuant to Article 8, at any
time within 180 days after the date of death,  but not later than the  scheduled
expiration  date. If the Optionee ceases to be employed by the Company by reason
of his disability,  the Option may be exercised to the extent exercisable on the
date of the  termination  of his  employment,  at any time within 180 days after
such  termination,  but not later than the  scheduled  expiration  date.  At the
expiration of such 180 day period or the scheduled expiration date, whichever is
the earlier, the Option shall terminate and be of no further force and effect.

     5.   PARTIAL EXERCISE. Exercise of the Option up to the extent above stated
may be made in part at any time and from time to time  within the above  limits,
except that the Option may not be exercised for a fraction of a share.

     6.   PAYMENT OF PRICE.  The option  price is  payable,  upon  exercise,  in
United States dollars and may be paid in cash or by check, or any combination of
the foregoing, equal in amount to the option price.

     7.   METHOD OF EXERCISING  OPTION.  Subject to the terms and  conditions of
this Agreement, the Option may be exercised by written notice to the Company, at
the principal  executive office of the Company, or to such transfer agent as the
Company  shall  designate.  Such notice shall state the election to exercise the
Option and the number of shares in  respect of which it is being  exercised  and
shall be signed by the person or persons so exercising  the Option.  Such notice
shall be accompanied  by payment of the full purchase price of such shares,  and
the Company shall deliver a certificate or certificates representing such shares
as soon as practicable  after the notice shall be received.  The  certificate or
certificates  for the shares as to which the Option shall have been so exercised
shall be  registered in the name of the person or person  exercising  the Option
(or,  if the Option  shall be  exercised  by the  Optionee  and  another  person
jointly,  with right and  survivorship) and shall be delivered as provided above
to or upon the written order of the person or persons exercising the Option. All
shares  that shall be  purchased  upon the  exercise  of the Option as  provided
herein shall be fully paid and non-assessable.

     8.   OPTION NOT TRANSFERABLE.  The Option is not transferable or assignable
except by will or by the laws of descent and distribution. During the Optionee's
lifetime only the Optionee can exercise the Option.

     9.   NO  OBLIGATION  TO EXERCISE  OPTION.  The grant and  acceptance of the
Option imposes no obligation on the Optionee to exercise it.

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     10.  NO  OBLIGATION  TO  CONTINUE  EMPLOYMENT.  The Company and any Related
Corporations are not obligated to continue the Optionee in employment.

     11.  NO RIGHTS AS STOCKHOLDER  UNTIL  EXERCISE.  The Optionee shall have no
rights as a stockholder with respect to shares subject to this Agreement until a
stock  certificate  therefor  has been issued to the  Optionee and is fully paid
for.  Except  with  respect to  certain  changes  in the  capitalization  of the
Company,  no adjustment  shall be made for dividends or similar rights for which
the record date is prior to the date such stock certificate is issued.

     12.  CAPITAL  CHANGES AND  BUSINESS  SUCCESSIONS.  It is the purpose of the
Option to encourage  the Optionee to work for the best  interests of the Company
and its stockholders.  Since, for example,  that might require the issuance of a
stock dividend or a merger with another  corporation,  the purpose of the Option
would not be served if such stock dividend,  merger or similar  occurrence would
cause the  Optionee's  rights  hereunder to be diluted or terminated and thus be
contrary to the Optionee's interest. The 1996 Stock Plan of the Company contains
extensive  provisions  designed to preserve options at full value in a number of
contingencies  and although  this option is not governed by the 1996 Stock Plan,
provisions in the Plan for  adjustment  with respect to stock subject to options
and the related  provisions  with respect to  successors  to the business of the
Company are hereby made  applicable  hereunder  and are  incorporated  herein by
reference. In particular,  without affecting the generality of the foregoing, it
is  understood  that for the  purposes  of  Articles  2 through  4 hereof,  both
inclusive,   employment  by  the  Company  includes   employment  by  a  Related
Corporation as defined in the Plan.

     13.  PROVISION OF DOCUMENTATION OF OPTIONEE. By signing this Agreement, the
Optionee  acknowledges  receipt  of a copy of this  Agreement  and a copy of the
Company's 1996 Stock Plan.

     14.  EARLY  DISPOSITION.  The  Employee  agrees to notify  the  Company  in
writing immediately after the Employee makes a Disqualifying  Disposition of any
Common Stock received  pursuant to the exercise of this option.  A Disqualifying
Disposition is any disposition  (including any sale) of such Common Stock before
the later of (a) two years after the date the  Employee  was granted this option
or (b) one year after the date the Employee  acquired Common Stock be exercising
this option.  If the Employee has died before such stock is sold,  these holding
period  requirements  do not apply and no  Disqualifying  Disposition  can occur
thereafter. The Employee also agrees to provide the Company with any information
which it shall request concerning any such disposition.

     15.  WITHHOLDING TAXES. If the Company in its discretion determines that it
is obligated to withhold tax with  respect to a  Disqualifying  Disposition  (as
defined in Article 15) of Common  Stock  received by the Employee on exercise of
this option,  the Employee  hereby agrees that the Company may withhold from the
Employee's wages the appropriate amount of Federal,  state and local withholding
taxes attributable to such

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Disqualifying  Disposition.  The  Employee  hereby  agrees  that the Company may
withhold from the Employee's wages the appropriate amount of Federal,  state and
local  withholding  taxes  attributable  to  the  Employee's  exercise  of  such
Non-Qualified  Option.  At the Company's  discretion,  the amount required to be
withheld  may be  withheld  in  cash  from  such  wages,  of  (with  respect  to
compensation  income  attributable  to the exercise of this option) in kind from
the Common  Stock  otherwise  deliverable  to the  Optionee  on exercise of this
Option.  The Employee  further  agrees that, if the Company does not withhold an
amount from the Employee's wages sufficient to satisfy the Company's withholding
obligation,  the Employee will reimburse the Company on demand, in cash, for the
amount underwithheld.

     16.  GOVERNING LAW. This Agreement  shall be governed by and interpreted in
accordance with the internal laws of the State of Delaware.

     17.  EXPIRATION.  This Option shall expire at 5:00 p.m. Orlando time on May
24, 2012.  Whether or not surrendered to the Company by the holder,  this Option
shall be deemed cancelled upon expiration hereof.

     IN WITNESS WHEREOF the Company and the Optionee have caused this instrument
to be executed,  and the Optionee  whose  signature  appears below  acknowledges
receipt  of a copy  of the  Plan  and  acceptance  of an  original  copy of this
Agreement.


OPTIONEE                                     GALAXY NUTRTIONAL FOODS

By:  __/s/ Angelo S. Morini_____             By:___/s/ LeAnn Hitchcock____
Angelo S. Morini                             LeAnn Hitchcock, CFO