ex10-1.htm


    
      

      

    

    EXHIBIT
10.1


    


    


    


    Execution
Copy

    


    


    


    


    STOCK
PURCHASE AGREEMENT

    


    By and
Among

    


    GALAXY
PARTNERS, L.L.C.,

    


    GALAXY
NUTRITIONAL FOODS, INC.

    


    and

    


    FREDERICK
A. DeLUCA

    


    


    



    
      
         


      

      
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    This
STOCK PURCHASE AGREEMENT, dated as of the 18th day of November, 2008, is made by
and among GALAXY PARTNERS, L.L.C. a Minnesota limited liability company
(“Purchaser), GALAXY NUTRITIONAL FOODS, INC., a Delaware corporation (“Galaxy”
or the “Company”) and FREDERICK A. DeLUCA, an individual residing in Milford,
Connecticut (“Seller”)

     

    W
I T N E S S E T H:

     

    WHEREAS, Seller is the owner
of (i) 3,869,842 shares of Galaxy common stock, par value $.01 per share (the
“Shares”) and (ii) a note, dated July 19, 2006, in the principal amount of
$2,685,104.17, made in favor of Galaxy (the “Note”) ; and

     

    WHEREAS, Seller desires to
sell and transfer to Purchaser, and Purchaser desires to purchase and acquire
from Seller, all of Seller’s right, title and interest in and to the Shares
currently owned by Seller and the Note (the Shares, the Note and the shares of
common stock issuable upon conversion of the Note are sometimes collectively
referred to herein as the “Securities), all subject to the terms and conditions
contained herein (the “Acquisition”); and

     

    WHEREAS, the Board of
Directors of Galaxy has approved this Agreement, the Acquisition and the other
transactions expressly contemplated by this Agreement (collectively, the
“Contemplated Transactions”);

     

    NOW, THEREFORE, in
consideration of and in reliance upon the mutual agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby expressly acknowledged, the parties hereto agree as
follows:

     

    ARTICLE
I PURCHASE AND SALE

     

    SECTION 1.1 Agreement to Sell and
Purchase the Shares and the Note; Consideration.

     

    Subject
to the terms and conditions of this Agreement, and in reliance upon the
representations, warranties, covenants and agreements contained herein, at the
Closing, Seller shall sell, transfer and deliver to Purchaser, and Purchaser
shall purchase and accept from Seller, free and clear of all Liens, all of
Seller’s right, title and interest in and to the Shares and the Note for an
aggregate purchase price (the “Purchase Price”) of Five Million Dollars
($5,000,000.00), payable on the Closing Date by Purchaser to
Seller.

     

    SECTION
1.2 Closing.

     

    The
closing (the “Closing”) of the Contemplated Transactions shall take place at the
offices of Stearns, Weaver, Miller, Weissler, Ahladeff & Sitterstein, Fort
Lauderdale, Florida, at 10:00 a.m., local time, on November 18, 2008, or at such
other date, time or place as the parties hereto shall mutually agree. The date
of the Closing is hereinafter called the “Closing Date.” At the
Closing

     


    
      
         


      

      
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    (a)
Seller shall deliver to Purchaser (i) certificates representing the Shares duly
endorsed in blank or accompanied by a stock power or other instrument of
transfer duly executed in blank, and accompanied by all requisite stock transfer
tax stamps (if required).

     

    (b)
Purchaser shall thereupon deliver the certificates representing the Shares to
Galaxy and Galaxy shall deliver promptly transmit such certificates to its
transfer agent with instructions to transfer such Shares into the name of
Purchaser and to deliver to Purchaser Share certificates registered in the name
of Purchaser, such instructions and the accompanying opinion of counsel to
Galaxy to have been provided to Purchaser and approved by it prior to
Closing.

     

    (c)
Seller shall deliver the Note to Purchaser, who shall thereupon deliver it to
Galaxy for conversion of the outstanding principal balance, together with all
accrued but unpaid interest through the date of conversion, into 9,941,278
shares of Galaxy common stock (the “Conversion Shares”).  This
Agreement shall constitute Purchaser’s irrevocable election and directive to
convert the Note as provided in the preceding sentence.

     

    (d)
Galaxy shall, or shall cause its counsel, promptly to direct Galaxy’s transfer
agent to issue a stock certificate in the name of Purchaser, representing the
Conversion Shares and to deliver to Purchaser Conversion Share certificates
registered in the name of purchaser, such direction and the accompanying opinion
of counsel to Galaxy to have been provided to Purchaser and approved by it prior
to Closing.

     

     (e)
Purchaser shall deliver to Seller the Purchase Price by (i) wire transfer of
$4,900,000 to the account specified by Seller.  Purchaser previously
paid $100,000 to Galaxy to hold for the benefit of Seller, which amount shall be
delivered by Galaxy to Seller.

     

    (f)
Galaxy shall deliver to Purchaser resolutions of the Board of Directors of
Galaxy, certified by an executive officer thereof, (i) authorizing this
Agreement, the Acquisition and the Contemplated Transactions, including the
conversion of the Note; and (ii) setting the size of the Board of Directors at
seven and electing Timothy Krieger, Michael Slyce, and David B. Johnson
(“Purchaser’s Representatives”) to fill vacancies as directors of Galaxy
effective upon the Closing.

     

    The
parties shall deliver at the Closing such other documents, certificates and
instruments as reasonably may be required to effect the sale by Seller of the
Shares and the Note, and the conversion thereof pursuant to, and as contemplated
by, this Agreement and to consummate the Contemplated
Transactions.  Except as otherwise set forth herein, all events which
shall occur at the Closing shall be deemed to occur simultaneously.

     

    ARTICLE
II REPRESENTATIONS AND WARRANTIES OF SELLER.

     

    Seller
hereby represents and warrants to Purchaser as follows:

     

    SECTION
2.1 Ownership of Shares.

     

    (a)
Seller is the beneficial owner of the Shares.  The Shares and the Note
are lawfully owned by the Seller free and clear of any Lien of any kind. There
are no outstanding options, warrants, commitments, agreements or any other
rights of any character (except as created by this

    
      
         

      

      
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    Agreement)
entitling any person other than Purchaser to acquire the Shares and the Note.
The Shares and the Note are transferable to Purchaser under the terms of this
Agreement.  Seller does not own any options or other rights to
purchase Common Stock or any other security or instrument convertible into or
exchangeable for Common Stock of the Company, other than as set forth on
Schedule 2.1 hereof.

     

    (b)
Seller has the power to dispose of all of his Shares and the Note with no
restrictions on such rights, subject to the terms of this
Agreement.

     

    SECTION
2.2 Power; Binding Agreements.

     

    Seller
has the legal capacity, power and authority to enter into and perform all of his
obligations under this Agreement. Upon delivery of the Shares to Purchaser
hereunder, Purchaser will acquire good title thereto free and clear of all Liens
and claims of others of every kind and description, subject to applicable
federal and state securities laws. The execution, delivery and performance of
this Agreement by Seller will not violate any agreement to which Seller is a
party or by which Seller is bound, including, without limitation, any trust
agreement, voting agreement, stockholders agreement, voting trust, partnership
or other agreement. This Agreement has been duly and validly executed and
delivered by Seller and constitutes the legal, valid and binding agreement of
Seller, enforceable against Seller in accordance with its terms.

     

    SECTION
2.3 No Conflicts; Consents.

     

    (a)
Neither the execution, delivery or performance by Seller of this Agreement nor
the consummation of the Contemplated Transactions requires Seller, to the best
of his knowledge, to obtain any consent, approval or action of or waiver from,
or make any filing with, or give any notice to, any state or federal public body
or authority or any other person, except for filings on Form 4 and Schedule 13D;
and (b) neither the execution, delivery or performance by Seller of this
Agreement nor the consummation of the Contemplated Transactions nor compliance
by Seller with any of the provisions hereof shall (i) conflict with or result in
any breach of any applicable trust, partnership agreement or other agreement
applicable to Seller, (ii) result in a violation or breach of, or constitute
(with or without notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to which
Seller is a party or by which Seller or any of his or its properties or assets
may be bound, or (iii) violate any order, writ, injunction, decree, judgment,
statute, rule or regulation applicable to Seller or any of Seller’s properties
or assets.

     

    SECTION
2.4 Brokers.

     

    Seller
has not taken any action in connection with this Agreement or the transactions
contemplated hereby so as to give rise to any claim against Purchaser for any
brokerage or finder’s commissions, fees or similar compensation.

     


    
      
         


      

      
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    SECTION
2.5 Conversion of Note.


    After the
Closing, there will be no obligation owing from Galaxy to Seller, whether under
the Note, that certain Note Purchase Agreement, dated July 19, 2006, as amended
by that certain Note Modification Agreement, dated March 14, 2007, or otherwise,
except to the extent arising under any warrants in Galaxy which are owned by
Seller.

     

    ARTICLE III REPRESENTATIONS AND
WARRANTIES OF GALAXY

     

    Galaxy
hereby represents and warrants to Seller as follows:

     

    SECTION
3.1 Capitalization

     

    The
authorized capital stock of Galaxy consists of 85,000,000 shares of common stock
and 1,000,000 shares of Preferred Stock.  As of the date of this
Agreement, 17,110,016 shares of common stock are issued and outstanding and no
shares of Preferred Stock are outstanding.  14,075,669 shares have
been reserved for issuance upon the exercise of outstanding warrants, options
and convertible securities or obligations (including the 9,941,278 Conversion
Shares through the date of this Agreement).  The Shares are fully paid
and non-assessable, with no personal liability attaching to the ownership
thereof.  The Shares were issued in compliance with exemptions from
the Securities Act of 1933, as amended (the “Act”) and the securities laws of
the State of Florida.

     

    SECTION
3.2 Financial Statements

     

    The
audited financial statements of Galaxy for the year ended March 31, 2008 present
fairly in all material respects the financial position of Galaxy as of such date
and the results of operations and cash flows for the periods covered
thereby.  Since March 31, 2008, no event or development has occurred
which could reasonably be expected to have a material adverse effect on the
business of Galaxy, its financial condition or operating results, or its
prospects.

     

    SECTION
3.3 Disclosure

     

    All
reports, registration statements and other documents filed by Galaxy with the
Securities and Exchange Commission (the “Commission”) during the two year period
immediately preceding the Closing Date (collectively, the “Company SEC
Documents”) have been prepared in accordance with, and comply in all material
respects with, the applicable rules and regulations promulgated by the
Commission under the Securities Act and the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). To the best knowledge of Galaxy, none of the
Company SEC Documents at the time it was filed or became effective, as the case
may be, included any untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements contained therein not
misleading.

     

    SECTION
3.4 Authority; Approvals

     

    This
Agreement and the Contemplated Transactions have been duly authorized by all
necessary corporate action on behalf of Galaxy; this Agreement has been duly
executed and delivered by authorized corporate officers, and is the valid and
binding agreement of Galaxy, enforceable against Galaxy in accordance with its
terms.  The Acquisition has been approved by Galaxy’s Board of
Directors in accordance with Section 203(a)(1) of the Delaware General
Corporation

    
      
         

      

      
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    Law.  (a)
Neither the execution, delivery or performance by Galaxy of this Agreement nor
the consummation of the Contemplated Transactions requires Galaxy, to the best
of its knowledge, to obtain any consent, approval or action of or waiver from,
or make any filing with, or give any notice (except as contemplated by Section
1.2) to, any state or federal public body or authority, except for the filing of
a Form 8-K under the Exchange Act, or, to the best of Galaxy’s knowledge, any
other person, and (b) neither the execution, delivery or performance by Galaxy
of this Agreement nor the consummation of the Contemplated Transactions nor
compliance by Galaxy with any of the provisions hereof shall (i) conflict with
or result in any breach of any applicable governing document of Galaxy or, to
the best of Galaxy’s knowledge, any agreement applicable to Galaxy which is
either filed as an exhibit to, or described in, the Company SEC Documents (a
“material agreement”), (ii) to the best of Galaxy’s knowledge, result in a
violation or breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of termination,
cancellation, material modifications or acceleration) under any of the terms,
conditions or provisions of any material agreement, or (iii) violate any order,
writ, injunction, decree, or, to the best of Galaxy’s knowledge after
consultation with counsel, any statute, rule or regulation applicable to Galaxy
or any of Galaxy’s properties or assets.

     

    


     

    ARTICLE
IV REPRESENTATIONS AND WARRANTIES OF PURCHASER

     

    Purchaser
hereby represents and warrants to Seller and Galaxy as follows:

     

    SECTION
4.1 Existence

     

    Purchaser
is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Minnesota.

     

    SECTION 4.2 Authority Relative to
This Agreement.

     

    Purchaser
has full power and authority to execute and deliver this Agreement and to
consummate the Contemplated Transactions. The execution, delivery and
performance by Purchaser of this Agreement and the consummation by it of the
Contemplated Transactions have been duly and validly authorized and approved by
Purchaser and no other proceedings on the part of Purchaser are necessary to
authorize the execution and delivery by Purchaser of this Agreement or the
consummation of the Contemplated Transactions. This Agreement has been duly and
validly executed and delivered by Purchaser and constitutes the legal, valid and
binding agreement of Purchaser, enforceable against Purchaser in accordance with
its terms.

     

    SECTION
4.3 No Conflicts; Consents.

     

    (a)
Neither the execution, delivery or performance by Purchaser of this Agreement
nor the consummation of the Contemplated Transactions requires Purchaser, to the
best of its knowledge, to obtain any consent, approval or action of or waiver
from, or make any filing with, or give any notice to, any state or federal
public body or authority or any other person, except for filings on Form 3 and
Schedule 13D, and (b) neither the execution, delivery or performance by
Purchaser of this Agreement nor the consummation of the Contemplated
Transactions nor compliance by Purchaser with any of the provisions hereof shall
(i) conflict with or result in any

    
      
         

      

      
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    breach of
any of Purchasers governing documents, (ii) result in a violation or breach of,
or constitute (with or without notice or lapse of time or both) a default (or
give rise to any third party right of termination, cancellation, material
modification or acceleration) under any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation of any
kind to which Purchaser is a party or by which Purchaser or any of its
properties or assets may be bound, or (iii) violate any order, writ, injunction,
decree, judgment, statute, rule or regulation applicable to Purchaser or any of
Purchaser’s assets or properties.

     

    SECTION
4.4 Purchase for Investment.

     

    Purchaser
is acquiring the Securities for its own account for investment, and not with a
view to any distribution thereof. Purchaser acknowledges that the certificates
evidencing the Shares will contain a legend restricting transfer thereof
pursuant to the Securities Act and that the Securities may not be sold,
transferred or otherwise disposed of unless pursuant to an effective
registration statement under the Securities Act covering the Securities or
pursuant to an exemption therefrom.

     

    SECTION
4.5 Purchaser Status and Experience.

     

     Purchaser
is an “accredited investor” as defined in Rule 501(a) under the
Act.  Purchaser, either alone or together with his representatives,
has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of its investment
in the Securities.  Purchaser is able to bear the economic risk of an
investment in the Securities and, at the present time, is able to afford a
complete loss of such investment.  Purchaser recognizes that an
investment in the securities is highly speculative and that the public market
for the Shares is relatively illiquid.  Purchaser understands that the
Purchase Price has been determined solely by negotiations between Seller and
Purchaser and represents a significant premium to the current market price of
the common stock.  Purchaser understands that any sale or transfer of
the Securities is subject to restrictions under Federal securities laws and that
Galaxy does not have any obligation to cause any sale or transfer of any of the
Securities to be registered under the Act or under any state “blue sky”
laws.

     

    SECTION
4.6 Access to Information

     

    Purchaser
acknowledges that it has been afforded (i) the opportunity to ask such questions
as it has deemed necessary of, and to receive answers from, representatives of
Seller and Galaxy concerning the terms and conditions of this transaction and
the merits and risks of investing in the Securities; (ii) access to information
about Galaxy and Galaxy’s financial condition, results or operations, business,
properties, management and prospects sufficient to enable Purchaser to evaluate
its investment in the Securities; and (iii) the opportunity to obtain such
additional information which Seller or Galaxy possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision with respect to the Securities.

     

    SECTION
4.7 Reliance

     

    Purchaser
understands and acknowledges that (i) the Securities were offered and sold to it
without registration under the Act in a private placement that is exempt from
the registration

    
      
         

      

      
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    provisions
of the Act and (ii) the availability of such exemption depends in part on, and
that Galaxy (and its counsel, solely for the purpose of providing its opinions
to Galaxy’s transfer agent as contemplated by Section 1.2(d) hereof) will rely
upon, the accuracy and truthfulness of Purchaser’s representations in Sections
4.4, 4.5 and 4.6 hereof, and Purchaser hereby consents to such
reliance.

     

    SECTION 4.8
Brokers

     

    Purchaser
has engaged a financial advisor in connection with the Acquisition but has not
taken any action in connection with this Agreement or the transactions
contemplated hereby so as to give rise to any claim against Seller for any
brokerage or finder’s commissions, fees or similar compensation.

     

    ARTICLE
V COVENANTS AND AGREEMENTS

     

    


     

    The
parties to this Agreement shall bear their respective expenses incurred in
connection with the preparation, execution and performance of this Agreement and
the transactions contemplated hereby, including, without limitation, all fees
and expenses of agents, representatives, counsel and accountants.

     

    ARTICLE
VI INDEMNIFICATION

     

    SECTION
6.1 Survival of Representations and Warranties.

     

    All
representations and warranties contained herein or made pursuant hereto shall
survive the Closing and continue in full force and effect for a period of one
year thereafter.

     

    SECTION
6.2 Indemnity.

     

    
      	
              (a)  

            	
              Purchaser,
      on the one hand, and Seller, on the other, shall indemnify and hold the
      other harmless from and against any and all losses, damages, liabilities,
      claims, demands, judgments, settlements, costs and expenses of any nature
      whatsoever (including reasonable attorneys’ fees and disbursements)
      resulting from or arising out of the breach of any then surviving
      representation or warranty or the non-performance, partial or total, of
      any covenant or agreement of the indemnifying party contained in this
      Agreement, in either case, to the extent not waived by the indemnified
      party.

            


    

     

    
      	
              (b)  

            	
               Purchaser,
      on the one hand, and Galaxy, on the other, shall indemnify and hold the
      other harmless from and against any and all losses, damages, liabilities,
      claims, demands, judgments, settlements, costs and expenses of any nature
      whatsoever (including reasonable attorneys’ fees and disbursements)
      resulting from or arising out of the breach of any then surviving
      representation or warranty or the non-performance, partial or total, of
      any covenant or agreement of the indemnifying party contained in this
      Agreement, in either case, to the extent not waived by the indemnified
      party.

            


    

     

    
      
         

      

      
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    ARTICLE
VII MISCELLANEOUS

     

    SECTION
7.1 Notices.

     

    (a) Any
notice or other communication required or permitted hereunder shall be in
writing and shall be delivered personally by hand or by recognized overnight
courier, telecopied or mailed (by registered or certified mail, postage prepaid)
as follows:

     

    If to
Purchaser:

     

    Frederick
A. DeLuca, c/o Rockridge Capital Management, LLC, 300 Bic Drive, 2nd Floor,
Milford, CT  06461  Attn: David Friedman,
Manager

     

    Fax
Number:

     

    


     

    If to
Galaxy:

     

    5955 T.G.
Lee Boulevard, Suite 201, Orlando, Florida  32822  Attn:
Michael Broll

     

    Fax
Number:

     

    If to
Seller:

     

    17725
Juniper Path, Lakeville, Minnesota  55044  Attn: Tim
Krieger

     

    Fax
Number:  952-431-8470

     

    Any party
by notice given in accordance with this Section 8.1 to the other parties may
designate another address (or fax number) or person for receipt of notices
hereunder. Notices by a party may be given by counsel to such
party.

     

    SECTION
7.2 Assignment.

     

    This
Agreement may not be assigned by Seller, except that all of the terms and
provisions of this Agreement shall inure to the benefit of and be binding upon
the heirs, legal representatives, successors and assigns of Seller . Nothing in
this Agreement, express or implied, is intended to or shall confer on any person
other than the parties hereto or their respective successors and permitted
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement.

     

    SECTION
7.3 Miscellaneous.

     

    This
Agreement embodies the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof. This Agreement may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. No course of dealing and no delay on the part of any party hereto in
exercising any right, power or remedy under this Agreement shall 

    
      
         

      

      
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    operate
as a waiver thereof, or otherwise prejudice any party’s rights, powers and
remedies. No right, power or remedy conferred by this Agreement upon any party
hereto shall be exclusive of any other right, power or remedy referred to herein
or now or hereafter available at law, in equity, by statute or otherwise. This
Agreement shall be construed in accordance with and governed by the laws of the
State of Delaware. If any term of this Agreement or application thereof shall be
invalid or unenforceable, the remainder of this Agreement shall remain in full
force and effect.

     

    SECTION
7.4 Counterparts.

     

     The
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original as against any party whose signature appears thereon,
and all of which shall together constitute one and the same instrument. This
Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories.

     

    ARTICLE
VIII DEFINITIONS

     

    SECTION
8.1 Definitions.

     

    (a) The
following terms, as used herein, have the following meanings:

     

    “Affiliate”
of any person means any other person, directly or indirectly through one or more
intermediary persons, controlling, controlled by or under common control with
such person.

     

    “Agreement”
or “this Agreement” means, and the words “herein”, “hereof” and “hereunder” and
words of similar import refers to, this agreement as it from time to time may be
amended.

     

    “Lien”
means, with respect to any asset, any mortgage, lien (including mechanics,
warehousemen, laborers and landlord’s liens), claim, pledge, charge, security
interest, preemptive right, right of first refusal, option, judgment, title
defect or encumbrance of any kind in respect of or affecting such
asset.

     

    The term
“person” means an individual, corporation, partnership, joint venture,
association, trust, unincorporated organization or other entity, including a
government or political subdivision or an agency or instrumentality
thereof.

     

    The term
“voting power” when used with reference to the capital stock of, or units of
equity interests in, any person means the power under ordinary circumstances
(and not merely upon the happening of a contingency) to vote in the election of
directors of such person (if such person is a corporation) or to participate in
the management and control of such person (if such person is not a
corporation).

     

    (b) The
following additional terms are defined in the following sections of this
Agreement:

     

    “Acquisition”                                                        Second
Recital

     

    “Closing”                                                              
Section 1.2

    
      
         

      

      
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    “Closing
Date”                                                      Section
1.2

     

    “Commission”                                                        Section
3.3

     

    “Company
SEC
Documents”                               Section
3.3

     

    “Contemplated
Transactions”                            Third
Recital

     

    “Conversion
Shares”                                            Section1.4(c)

     

    “Exchange
Act”                                                     Section
3.3

     

    “Galaxy”                                                                 
Preamble

     

    “Note”                                                                    
First Recital

     

    “Purchaser”                                                            Preamble

     

    “Purchase
Price”                                                    Section
1.1

     

    “Purchaser’s
Representatives”                            Section
1.4(f)

     

    “Securities
Act”                                                      Section
3.1

     

    “Seller”                                                                    
Preamble

     

    “Shares”                                                                 
First Recital

     

    SECTION 8.2
Interpretation.

     

     Unless
the context otherwise requires, the terms defined in Section 8.1 shall have the
meanings herein specified for all purposes of this Agreement, applicable to both
the singular and plural forms of any of the terms defined herein. When a
reference is made in this Agreement to Sections, such reference shall be to a
Section of this Agreement unless otherwise indicated. The headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Whenever the words “include”,
“includes” or “including” are used in this Agreement, they shall be deemed to be
followed by the words “without limitation. “

     

    [Remainder
of Page Intentionally Left Blank]

     


    
      
         


      

      
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    IN WITNESS WHEREOF, this
Agreement has been executed as of the day and date first above
written.

     

    


     

    GALAXY
PARTNERS, L.L.C.

     

    


     

    By /s/ Timothy
Krieger                          
                                                                      
 /s/
Frederick A.
DeLuca                      


     

    Tim Krieger,
President                                                                                     Frederick
A. DeLuca

     

    


     

    GALAXY
NUTRITIONAL FOODS, INC.

     

    


     

    By____/s/ Michael
Broll                         


     

    Michael Broll, President

     

    
      
         

      

      
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