THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE
     NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
     "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT
     BE  SOLD,  OFFERED  FOR  SALE,  MORTGAGED,  PLEDGED,  HYPOTHECATED  OR
     OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION
     STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
     LAWS, OR (B) AN EXEMPTION  THEREFROM AND, IF REQUESTED BY THE COMPANY,
     THE COMPANY HAS  RECEIVED  AN OPINION OF COUNSEL  SATISFACTORY  TO THE
     COMPANY  TO  THE  EFFECT   THAT  THE   TRANSFER  IS  EXEMPT  FROM  THE
     REGISTRATION  PROVISIONS OF THE SECURITIES  ACT AND  APPLICABLE  STATE
     SECURITIES LAWS.

                         WARRANT TO PURCHASE SECURITIES
                                       OF
                         GALAXY NUTRITIONAL FOODS, INC.

                            Void after June 11, 2012

     This  Warrant is issued to Douglas  Walsh,  or assigns (the  "Holder"),  by
GALAXY NUTRITIONAL FOODS, INC., a Delaware corporation (the "Company"),  on June
11, 2002 (the "Warrant Issue Date").

     1.   NUMBER  OF  SHARES  SUBJECT  TO  WARRANT.  Subject  to the  terms  and
conditions hereinafter set forth, the Holder is entitled, upon surrender of this
Warrant at the principal office of the Company, to purchase from the Company, at
a price equal to the Exercise  Price (as defined in Section 2 below),  shares of
the Warrant Stock.

     For purposes of this Warrant:

          (A) "Common  Stock" shall mean the Company's  common stock,  $0.01 par
value.

          (B) "Warrant  Stock" shall mean 2,143 shares of the  Company's  Common
Stock, subject to adjustment as described in Section 7 below.

          (C) "Shares" shall mean fully paid and non-assessable shares of Common
Stock.

     2.   EXERCISE  PRICE.  The per share purchase price for the Shares shall be
$4.99 (the "Exercise Price").  The Exercise Price shall be subject to adjustment
pursuant to Section 7 hereof.

     3.   EXERCISE PERIOD. Except as otherwise provided for herein, this Warrant
shall be exercisable, in whole or in part, at any time and from time to time. On
the Expiration Date, all Warrants  evidenced hereby shall thereafter be void and
of no further force and effect. Whether or not surrendered to the Company by the
Holder, this Warrant shall be deemed canceled upon the expiration hereof.

<PAGE>

     4.   METHOD  OF  EXERCISE.  While  this  Warrant  remains  outstanding  and
exercisable  in  accordance  with Section 3 hereof,  the purchase  rights hereby
represented may be exercised in whole or in part, at the election of the Holder,
by the tender of the  Notice of  Exercise  in  substantially  the form  attached
hereto as Exhibit A and the surrender of this Warrant at the principal office of
the Company and by the payment to the Company in cash, by check, cancellation of
indebtedness  or other form of payment  acceptable to the Company,  of an amount
equal to the then applicable  Exercise Price  multiplied by the number of Shares
then being purchased.

     5.   CERTIFICATES  FOR SHARES.  Upon the  exercise of the  purchase  rights
evidenced by this Warrant,  one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable  thereafter  (with  appropriate
restrictive legends, as applicable).

     6.   ISSUANCE OF SHARES. The Company hereby covenants that it will duly and
validly  reserve  shares of Common  Stock for  issuance  upon  exercise  of this
Warrant.  The Company  covenants  that the Shares,  when issued  pursuant to the
exercise  of this  Warrant,  will be duly and  validly  issued,  fully  paid and
nonassessable  and free from all taxes,  liens,  and charges with respect to the
issuance  thereof.  The Shares issued  hereunder  shall have the same rights and
obligations  pertaining to the other shares of Common Stock issued previously by
the Company.

     7.   ADJUSTMENT OF EXERCISE  PRICE AND NUMBER OF SHARES.  The number of and
kind of  securities  purchasable  upon exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time as follows:

          (a)  SUBDIVISIONS,  COMBINATIONS AND OTHER  ISSUANCES.  If the Company
shall at any time prior to the exercise or expiration of this Warrant  subdivide
its Common  Stock,  by split-up or otherwise,  or combine its Common  Stock,  or
issue  additional  Common Stock as a dividend  with respect to any of its Common
Stock,  the number of Shares  issuable  on the  exercise of this  Warrant  shall
forthwith be  proportionately  increased in the case of a  subdivision  or stock
dividend, or proportionately decreased in the case of a combination. Appropriate
adjustments  shall  also  be made  to the  Exercise  Price,  provided  that  the
aggregate  Exercise  Price  payable  hereunder  for the  total  number of Shares
purchasable  under  this  Warrant  (as  adjusted)  shall  remain  the same.  Any
adjustment  under this  Section  7(a)  shall  become  effective  at the close of
business on the date the subdivision or combination becomes effective,  or as of
the record date of such dividend,  or in the event that no record date is fixed,
upon the making of such dividend.

          (b) RECLASSIFICATION,  REORGANIZATION AND CONSOLIDATION.  In the event
of  any  corporate  reclassification,  capital  reorganization,   consolidation,
spin-off or change in the Common Stock of the Company (other than as a result of
a  subdivision,  combination,  or dividend  provided for in Section 7(a) above),
then, as a condition of such event,  lawful  provision  shall be made,  and duly
executed  documents  evidencing the same from the Company or its successor shall
be delivered to the Holder,  so that the Holder shall have the right at any time
prior to the  expiration of this Warrant to purchase,  at a total price equal to
that payable upon the exercise of this Warrant, the kind and amount of shares of
stock and/or other  securities and property  receivable in connection  with such
event by a holder of the same number of shares for which this Warrant could have
been exercised  immediately  prior to such event.  In any such case  appropriate
provisions  shall be made with  respect to the rights and interest of the Holder
so that the provisions hereof shall thereafter be applicable with respect to any
shares of stock or other  securities  and  property  deliverable  upon  exercise
hereof,  and  appropriate  adjustments  shall  be  made to the  Exercise  Price,
provided  that the  aggregate  exercise  price  payable  hereunder for the total
number of Shares  purchasable  under this Warrant (as adjusted) shall remain the
same.

                                      -2-
<PAGE>

          (c)  ADJUSTMENT  TO NUMBER OF  SHARES.  Upon  each  adjustment  of the
Exercise Price, the number of Shares issuable upon exercise of the Warrant shall
be  increased  to equal  the  quotient  obtained  by  dividing  (x) the  product
resulting from  multiplying  (i) the number of Shares  issuable upon exercise of
the Warrant,  and (ii) the Exercise Price, in each case as in effect immediately
before such adjustment by (y) the adjusted Exercise Price.

          (d) NOTICE OF  ADJUSTMENT.  When any adjustment is required to be made
to the  Exercise  Price or in the  number  or kind of  Shares  purchasable  upon
exercise of the Warrant,  the Company shall  promptly  notify the Holder of such
event and of the adjusted Exercise Price or number of Shares or other securities
or property thereafter purchasable upon exercise of this Warrant.

     8.   ASSUMPTION  OF WARRANT.  If at any time,  while this  Warrant,  or any
portion  thereof,  is outstanding and unexpired there shall be an acquisition of
the  Company  by  another  entity  by  means  of  a  merger,  reorganization  or
consolidation of the Company or any other transaction in which the owners of the
Company's  outstanding  voting power  immediately prior to such transaction own,
directly or  indirectly,  less than 51% of the voting power of the  resulting or
surviving  entity  immediately upon completion of such  transaction,  then, as a
part of such  acquisition,  lawful  provision  shall be made so that the  Holder
shall  thereafter be entitled to receive upon  exercise of this Warrant,  during
the period  specified  herein and upon payment of the aggregate  Exercise  Price
then in effect, the number of shares of stock or other securities or property of
the successor  corporation resulting from such acquisition which a holder of the
Shares  deliverable  upon  exercise of this Warrant  would have been entitled to
receive in such  acquisition  if this  Warrant  had been  exercised  immediately
before such acquisition.

     9.   NO  FRACTIONAL   SHARES  OR  SCRIP.  No  fractional  Shares  or  scrip
representing  fractional  Shares  shall  be  issued  upon the  exercise  of this
Warrant,  but in lieu of any  fractional  Share the  Company  shall  make a cash
payment  therefor on the basis of the closing  sale price of the Common Stock on
the AMEX Stock Exchange (or any successor  exchange or quotation system on which
the Common Stock is listed or quoted) on the date of exercise.

     10.  NO SHAREHOLDER RIGHTS.  Prior to exercise of this Warrant,  the Holder
shall not be entitled to any rights of a shareholder with respect to the Shares,
including (without limitation) the right to vote such Shares,  receive dividends
or other  distributions  thereon,  exercise  preemptive rights or be notified of
shareholder  meetings,  and such  Holder  shall not be entitled to any notice or
other communication concerning the business or affairs of the Company.  However,
nothing in this  Section 10 shall  limit the right of the Holder to be  provided
the notices required under this Warrant or the Purchase Agreement.

     11.  COMPLIANCE WITH SECURITIES ACT; TRANSFERABILITY OF WARRANT OR SHARES.

          (a) Compliance With Securities Act. The Holder, by acceptance  hereof,
agrees that this Warrant, and the Shares issuable upon exercise of this Warrant,
are being acquired for  investment and that such Holder will not offer,  sell or
otherwise dispose of this Warrant,  or any Shares issuable upon exercise of this
Warrant,  except under circumstances which will not result in a violation of the
Securities Act, or any applicable  state  securities  laws. This Warrant and all
Shares  issued  upon  exercise  of this  Warrant  (unless  registered  under the
Securities Act and any  applicable  state  securities  laws) shall be stamped or
imprinted with a legend in substantially the following form:

     "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933,  AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY  APPLICABLE  STATE
     SECURITIES  LAW AND MAY NOT BE  SOLD,  OFFERED  FOR  SALE,  MORTGAGED,
     PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED

                                      -3-
<PAGE>

     EXCEPT  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
     SECURITIES  ACT  AND  ANY  APPLICABLE  STATE  SECURITIES  LAWS,  OR AN
     EXEMPTION THEREFROM, AND, IF REQUESTED BY THE COMPANY, THE COMPANY HAS
     RECEIVED  AN OPINION OF COUNSEL  SATISFACTORY  TO THE  COMPANY TO THAT
     EFFECT.  THIS WARRANT HAS BEEN ACQUIRED FOR  INVESTMENT AND NOT WITH A
     VIEW TO DISTRIBUTION OR RESALE."

          (b) TRANSFERABILITY. Subject to compliance with applicable federal and
state securities laws, this Warrant and all rights hereunder are transferable in
whole or in part by the Holder to any person or entity  upon  written  notice to
the Company. The transfer shall be recorded on the books of the Company upon the
surrender  of this  Warrant,  properly  endorsed  for transfer by delivery of an
Assignment Form in  substantially  the form attached hereto as Exhibit B, to the
Company at the  address  set forth in Section 15 hereof,  and the payment to the
Company of all transfer  taxes and other  governmental  charges  imposed on such
transfer.  In the event of a partial  transfer,  the Company  shall issue to the
holders one or more appropriate new warrants.

     12.  RESTRICTED  SECURITIES.  The Holder  understands that this Warrant and
the Shares issuable upon exercise of this Warrant, will not be registered at the
time of their  issuance  under the  Securities  Act for the reason that the sale
provided for herein and in the Purchase  Agreement is exempt pursuant to Section
4(2) of the Securities Act based on the  representations of the Holder set forth
in the Purchase  Agreement.  The Holder  represents  that it is  experienced  in
evaluating  companies such as the Company,  has such knowledge and experience in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of its  investment,  and has the  ability  to suffer the total loss of the
investment. The Holder further represents that it has had the opportunity to ask
questions  of and  receive  answers  from the Company  concerning  the terms and
conditions  of  this  Warrant,  the  business  of the  Company,  and  to  obtain
additional  information  to  such  Holder's  satisfaction.  The  Holder  further
represents that it is an "accredited  investor" within the meaning of Regulation
D under  the  Securities  Act,  as  presently  in  effect.  The  Holder  further
represents that this Warrant is being acquired for the account of the Holder for
investment only and not with a view to, or with any intention of, a distribution
or  resale  thereof,  in  whole or in part,  or the  grant of any  participation
therein.

     13.  SUCCESSORS AND ASSIGNS. The terms and provisions of this Warrant shall
inure to the benefit of, and be binding upon, the Company and the Holders hereof
and their respective successors and assigns.

     14.  AMENDMENTS  AND  WAIVERS.  Any term of this Warrant may be amended and
the observance of any term of this Warrant may be waived (either generally or in
a  particular  instance and either  retroactively  or  prospectively),  with the
written consent of the Company and the Holder.

     15.  NOTICES.  All notices  required  under this Warrant shall be deemed to
have been given or made for all purposes (i) upon personal  delivery,  (ii) upon
confirmation  receipt  that  the  communication  was  successfully  sent  to the
applicable  number if sent by  facsimile,  (iii) one day after being sent,  when
sent by  professional  overnight  courier  service,  or (iv) three business days
after posting when sent by registered or certified mail.  Notices to the Company
shall be sent to the  address of the  Company  set forth below (or at such other
place as the Company  shall notify the Holder  hereof in writing) and notices to
the Holder  shall be sent to the  address  of the Holder set forth  below (or at
such other place as the Holder shall notify the Company hereof in writing):

                                      -4-
<PAGE>

     To the Company:     GALAXY NUTRITIONAL FOODS, INC.
                         2441 Viscount Road
                         Orlando, Florida 23809
                         Telecopier: (407) 855-1099
                         Attn:  Mr. Angelo S. Morini

     With a copy to:     Baker & Hostetler LLP
                         200 S. Orange Avenue
                         SunTrust Center, Suite 2300
                         Telecopier: (407) 841-0168
                         Attn:  Kenneth C. Wright, Esq.

     To the Holder as provided on the signature page of this Warrant.

     16.  CAPTIONS.  The section  and  subsection  headings of this  Warrant are
inserted for convenience only and shall not constitute a part of this Warrant in
construing or interpreting any provision hereof.

     17.  GOVERNING LAW. This Warrant shall be governed by the laws of the State
of Florida, without regard to the choice or conflict of laws principles thereof.

     IN WITNESS  WHEREOF,  the  undersigned  have caused this Warrant to be duly
executed as of the date first set forth above.

                                        COMPANY

                                        GALAXY NUTRITIONAL FOODS, INC.


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


                                        HOLDER


                                            /s/ Douglas Walsh
                                        --------------------------------------
                                        Douglas Walsh, individually
                                        Address:   906 Tamiani Trail
                                                   Rustin, FL  33570
                                        Telecopy:  (813) 645-8814

                                      -5-
<PAGE>

                                    EXHIBIT A
                                    ---------

                               NOTICE OF EXERCISE


To:  GALAXY NUTRITIONAL FOODS, INC.

               The undersigned hereby elects to [check applicable subsection]:

__________     (a)  Purchase  ______________  Shares (as defined in the attached
                    Warrant) of GALAXY NUTRITIONAL FOODS, INC.,  pursuant to the
                    terms of the  attached  Warrant and payment of the  Exercise
                    Price per Share required under such Warrant accompanies this
                    notice;

               OR

__________     (b)  Exercise the attached  Warrant or portion thereof for all of
                    ___________  Shares  under the  Warrant  pursuant to the net
                    exercise provisions of Section 4 of such Warrant.

     The Holder  represents that it is experienced in evaluating  companies such
as the Company,  has such  knowledge  and  experience  in financial and business
matters as to be capable of evaluating  the merits and risks of its  investment,
and has the  ability  to suffer  the total  loss of the  investment.  The Holder
further  represents  that it has had the  opportunity  to ask  questions  of and
receive  answers from the Company  concerning  the terms and  conditions of this
Warrant,  the business of the Company,  and to obtain additional  information to
such  Holder's  satisfaction.  The  Holder  further  represents  that  it  is an
"accredited  investor"  within the meaning of Regulation D under the  Securities
Act, as presently in effect. The undersigned hereby represents and warrants that
the  undersigned  is  acquiring  such shares for its own account for  investment
purposes only, and not for resale or with a view to  distribution of such shares
or any part thereof.

Date:_______________________                 WARRANTHOLDER:

                                             By: _______________________________
                                                 Name:
                                                 Address:

Name in which shares should be registered:   ________________________

<PAGE>

                                    EXHIBIT B
                                    ---------

                                 ASSIGNMENT FORM

TO:       GALAXY NUTRITIONAL FOODS, INC.


The undersigned hereby assigns and transfers unto  _____________________________
of ______________________________________________  (Please typewrite or print in
block  letters)  the right to  purchase  ____________  Shares (as defined in the
Warrant) of GALAXY NUTRITIONAL  FOODS, INC. subject to the Warrant,  dated as of
_____________________________, by and between GALAXY NUTRITIONAL FOODS, INC. and
the undersigned (the "Warrant").

This assignment complies with the provisions of Section 11 of the Warrant and is
accompanied by funds sufficient to pay all applicable transfer taxes.

In addition,  the undersigned  and/or its assignee will provide such evidence as
is  reasonably   requested  by,  GALAXY  NUTRITIONAL  FOODS  INC.,  to  evidence
compliance with applicable securities laws as contemplated by Sections 11 and 12
of the Warrant.


Date:_______________________            By: _______________________________


                                        ___________________________________
                                        (Print Name of Signatory)

                                        ___________________________________
                                        (Title of Signatory)

                                      -7-
<PAGE>