SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

      This Sixth Amendment to Loan and Security Agreement (this "Amendment") is
executed as of May 26, 2006, by GALAXY NUTRITIONAL FOODS, INC., a Delaware
corporation ("Borrower") and TEXTRON FINANCIAL CORPORATION, a Delaware
corporation ("Lender").

                                    RECITALS

      A. Lender and Borrower have established a revolving loan credit facility
pursuant to that certain Loan and Security Agreement dated as of May 27, 2003,
as such agreement may have been previously amended, modified or supplemented (as
so amended, the "Agreement").

      B. Borrower has requested that certain terms of the Agreement be amended.

      C. Lender has agreed to amend the Agreement, all on the terms and
conditions set forth in this Amendment.

                                    AGREEMENT

      In reliance upon the representations, warranties and covenants of Borrower
set forth in the Agreement, Lender and Borrower agree as follows:

      1. Definitions. Capitalized terms not defined in this Amendment shall have
the definitions given to them in the Agreement, where applicable, or the UCC as
amended from time to time.

      2. Amendment to Definitions. The Agreement is amended by deleting the
definitions of "Initial Term" and "Early Termination Fee" in their entirety from
the Agreement.

      3. Further Amendments to Definitions. The Agreement is amended by deleting
the definitions of "Interest Rate", "Revolving Credit Facility" and "Termination
Date" in their entirety from the Agreement and substituting the following new
definitions therefor:

            "Interest Rate" means a variable rate, adjusted monthly on the first
      (1st) day of each month during the term of this Agreement, equal to the
      Prime Rate plus one and three quarters percent (1.75%) per annum
      calculated on the average cash borrowings for the preceding month. In each
      case, the Interest Rate shall not be subject to rebate or proration upon
      the termination of this Agreement for any reason.

            "Revolving Credit Facility" means the revolving credit facility
      established under this Agreement in an aggregate principal amount
      outstanding at any one time not to exceed $3,000,000, or such lesser or
      greater amount as shall be agreed upon from time to time in writing by
      Lender and Borrower.

<PAGE>

            "Termination Date" means the earliest to occur of: (a) June 27,
      2006, (b) such date as the Obligations shall have been accelerated
      pursuant to the provisions of Section 9.2, or (c) such date as all
      Obligations shall have been indefeasibly paid in full and the Revolving
      Credit Facility shall have been terminated.

      4. Amendment to Section 1.6. Section 1.6 of the Agreement, Renewal and
Termination, is amended by deleting such Section in its entirety and
substituting the following therefor:

            "(a) This Agreement shall expire on the Termination Date. Borrower
      may terminate this Agreement on any date. Lender may terminate this
      Agreement at any time during the existence of an uncured Event of Default.

            (b) Upon the termination of this Agreement for any reason as herein
      provided, Borrower shall be required to pay, discharge and satisfy, no
      later than the effective date of such termination, the Revolving Loan
      Advances, all accrued and unpaid interest and fees and all other
      non-contingent Obligations outstanding.

            (c) All undertakings, agreements, covenants, warranties and
      representations of Borrower contained in this Agreement and the other Loan
      Documents shall survive any such termination, and Lender shall retain each
      and every Security Interest, and all other rights and remedies of Lender
      under this Agreement and the other Loan Documents, notwithstanding such
      termination until Borrower has paid the amounts described in Section
      1.6(b).

            (d) Notwithstanding the payment in full of the Revolving Loan
      Advances, all accrued and unpaid interest and fees, and all other
      non-contingent Obligations outstanding, Lender shall not be required to
      terminate its Security Interests unless, with respect to any loss or
      damage Lender may incur as a result of dishonored checks or other items of
      payment received by Lender from Borrower or any Account Debtor and applied
      to the Obligations, Lender shall (i) have received a written agreement,
      executed by Borrower and by any Person whose loans or other advances to
      Borrower are used in whole or in part to satisfy the Obligations,
      indemnifying Lender from any such loss or damage; or (ii) have retained
      such monetary reserves and its Security Interest for such period of time
      as Lender, in its reasonable discretion, may deem necessary to protect
      Lender from any such loss or damage."

      5. Amendment to Section 2.5. Section 2.5 of the Agreement, Early
Termination Fee, is amended by deleting such Section in its entirety and
substituting the following therefor:

            "2.5 [Intentionally Omitted]."


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<PAGE>

      6. Amendment to Section 2.7. Section 2.7 of the Agreement, Unused Line
Fee, is amended by deleting such Section in its entirety and substituting the
following therefor:

            "2.7 Unused Line Fee. Borrower shall pay to Lender an unused line
      fee equal to one-fourth of one percent (0.25%) per annum of the amount of
      the Revolving Credit Facility not used for cash Borrowings. Such unused
      line fee shall be payable monthly in arrears on the first (1st) day of
      each month during the term of this Agreement, and shall be calculated on
      the average cash Borrowings for each preceding month, and shall not be
      subject to rebate or proration upon the termination of this Agreement for
      any reason. The Unused Line Fee shall be deemed included in the
      Obligations."

      7. Amendment to Schedules. Schedules 5.1(a), 5.1(c), 5.1(d), 5.1(e),
5.5(d), 5.7(b)(ii) and 5.8 to the Agreement are hereby amended and modified by
deleting such Schedules in their entirety and replacing them with Schedules
5.1(a), 5.1(c), 5.1(d), 5.1(e), 5.5(d), 5.7(b)(ii) and 5.8 attached to this
Amendment, respectively

      8. Confirmation. The parties to this Amendment acknowledge and agree that
the security interests created pursuant to the Agreement shall remain in full
force and effect and shall constitute the legal, valid, binding and enforceable
obligations of Borrower, and nothing contained in this Amendment shall be deemed
a release of any of the Collateral.

      9. Representations and Warranties. Borrower hereby represents and warrants
to Lender: (a) the Representations and Warranties contained in Article V of the
Agreement as amended hereby, are true and correct as of the date of this
Amendment; (b) the execution, delivery and performance by Borrower of this
Amendment have been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
or notice to or action by, any third person party in order to be enforceable;
and (c) the Agreement, as amended by this Amendment, constitutes the legal,
valid and binding obligation of Borrower, enforceable against Borrower in
accordance with its terms, without defense, counterclaim, recoupment, or offset.

      10. Conditions Precedent to Effectiveness. This Amendment shall be
effective (such date, the "Sixth Amendment Date") upon satisfaction of the
following:

            (a) Lender's receipt of a counterpart hereof duly executed by
Borrower;

            (b) Lender's receipt of the Sixth Amendment Date Fee (as defined
below) and all other fees (other than the Termination Date Fee (as defined
below)) and expenses related to this Amendment; and

            (c) Lender's receipt of such duly executed documents, certificates,
instruments and legal opinions as Lender shall reasonably request in connection
with the transactions contemplated by this Amendment, each in form and substance
reasonably satisfactory to Lender.


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<PAGE>

      11. Conditions Subsequent to Effectiveness. The continued effectiveness of
this Amendment is subject to the fulfillment, on or before the date applicable
thereto, of each of the conditions subsequent set forth below:

            (a) On the date set forth in Section 12 below, Lender shall receive
the Termination Date Fee, if any, as set forth in such Section.

      12. Fees. In order to induce Lender to enter into this Amendment, Borrower
agrees to pay to Lender a fee in the amount of $25,000 (the "Sixth Amendment
Fee"). The Sixth Amendment Fee shall be payable by Borrower to Lender as
follows:

            (a) on the Sixth Amendment Date, Borrower shall pay Lender $10,000
of the Sixth Amendment Fee (such amount, the "Sixth Amendment Date Fee"); and

            (b) on the Termination Date, Borrower shall pay Lender $15,000 of
the Sixth Amendment Fee (such amount, the "Termination Date Fee"); provided,
however, that if the Agreement has been terminated in connection with a
refinancing of the Revolving Credit Facility in a transaction where Lender or an
Affiliate of Lender (including Systran Financial Services Corporation) provides
for Borrower a replacement credit facility, Borrower shall not be required to
pay Lender the Termination Date Fee.

The Sixth Amendment Fee shall be fully earned by Lender on the Sixth Amendment
Date, shall be non-refundable when paid and shall be treated as a Revolving Loan
Advance and be payable without setoff, deduction, counterclaim or withholding of
any kind whatsoever. Borrower agrees to pay to Lender all costs and expenses,
including reasonable attorneys' fees, incurred by Lender in connection with the
preparation and execution of this Amendment.

      13. Full Force and Effect; No Further Amendment. Except as expressly
amended by the terms of this Amendment, all terms, covenants and provisions of
the Agreement are and shall remain in full force and effect without further
modification or amendment. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided above, operate as a waiver or
any right, power or remedy of the Lender under the Agreement or any of the other
Loan Documents, nor constitute a waiver of any provision of the Agreement or any
of the other Loan Documents.

      14. Complete Agreement. This Amendment contains the entire and exclusive
agreement of the parties with reference to all matters discussed in this
Amendment, and this Amendment supersedes all prior drafts and communications
with respect thereto. This Amendment shall be deemed incorporated into, and made
a part of, the Agreement.

      15. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original but all such
separate counterparts shall together constitute but one and the same instrument.
In proving this Amendment in any judicial proceedings, it shall not be necessary
to produce or account for more than one such counterpart signed by the party
against whom such enforcement is sought. Any signatures delivered by a party by
facsimile or other electronic method of transmission shall be deemed an original
signature hereto.


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<PAGE>

      16. Reference to and Effect on the Loan Documents. Upon the effectiveness
of this Amendment, on and after the date hereof, each reference in the Agreement
to "this Agreement", "hereunder", "hereof" or words of like import referring to
the Agreement, and each reference in the other Loan Documents to "the Loan
Agreement" "thereunder", "thereof" or words of like import referring to the
Agreement, shall mean and be a reference to the Agreement as amended hereby.

      17. Section Titles. The section titles contained in this Amendment are
included for the sake of convenience only, shall be without substantive meaning
or content of any kind whatsoever, and are not a part of the agreement between
the parties.

      18. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF RHODE ISLAND.

      19. Loan Document. This Amendment shall be deemed to be a Loan Document
for all purposes.

                  [remainder of page intentionally left blank]


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<PAGE>
      The undersigned, pursuant to due authority, have caused this Amendment to
be executed as of the date set forth above.


                                      BORROWER:

                                      GALAXY NUTRITIONAL FOODS, INC.

                                      By:  /s/ Salvatore J. Furnari
                                         ---------------------------------------
                                         Name: Salvatore J. Furnari
                                         Title:  Chief Financial Officer


                                      LENDER:

                                      TEXTRON FINANCIAL CORPORATION

                                      By:  /s/ Stuart A. Hall
                                         ---------------------------------------
                                         Name:  Stuart A. Hall
                                         Title:  Senior Account Executive