AGREEMENT
      AND GENERAL RELEASE

    


    On
      this
      1st day of June, 2007, Galaxy Nutritional Foods, Inc. (the “Company”) and
      Christopher Morini (“Morini”), agree to the terms and conditions set forth
      below:

     

    1. Effective
      on the date Morini signs this Agreement and General Release, Morini shall
      voluntarily and irrevocably resign from his position of Vice President of New
      Business Development at the Company and the Company shall accept such
      resignation. Upon his resignation, Morini shall not be eligible to participate
      in, or be covered by, any employee benefit plan or program offered by or through
      the Company; and he shall not receive any benefits or payments from the Company,
      except as specifically set forth in paragraph 2 below. 

     

    2. (a) The
      Company shall pay Morini a total amount of Three Hundred Eleven Thousand Five
      Hundred Twenty-Three and 08/100 Dollars ($311,523.08) at the following times:
      (i)
      within five (5) business days following the effective date established in
      paragraph “11” below, the Company shall deliver to Morini a check payable to
      Morini in the amount of Eighty-Five Thousand Six Hundred Dollars ($85,600.00)
      (minus applicable tax withholdings); (ii) within
      five (5) business days following the effective date established in paragraph
      “11” below, the Company shall deliver to Morini a check payable to Morini in the
      amount of Eleven Thousand Nine Hundred Twenty-Three and 08/100 Dollars
      ($11,923.08) (minus
      applicable tax withholdings), for Morini’s accrued but unused vacation time;
      and (iii)
      the
      Company shall pay to Morini Six Thousand Five Hundred Eighty-Four and 62/100
      Dollars ($6,584.62) (minus applicable tax withholdings) per bi-weekly pay
      period, via automatic direct deposit, in accordance with the Company’s regular
      payroll schedule for approximately fifteen (15) months following the effective
      date of this Agreement and General Release until Morini has been paid the gross
      amount of $214,000.00 (minus applicable tax withholdings), in
      full
      and final settlement of any and all claims that Morini has, had or may have
      against the Company. 

    


    (b) Effective
      at the time of his resignation, Morini shall be offered the right to exercise
      his options under COBRA. If Morini elects to exercise his rights under COBRA,
      the Company agrees to reimburse Morini monthly, for a total of eighteen (18)
      months, an amount equal to the amount the Company normally pays for the same
      category (i.e., family coverage) of health and dental insurance coverage monthly
      on behalf of a current employee. If, at the end of this eighteen (18) month
      period, Morini does not then have an employment position that makes health
      and/or dental insurance available, the Company shall pay Morini monthly, for
      three (3) months, an amount equal to the amount the Company normally pays for
      the same level of health and/or dental insurance coverage (whichever is not
      covered by the new employer), monthly on behalf of a current employee of the
      same rank in the Company. Morini’s right to receive any payments for
      reimbursement of health insurance pursuant to this paragraph 2(b) shall
      immediately cease at such time that Morini becomes eligible for health insurance
      coverage with a new employer. Morini’s right to receive any payments for
      reimbursement of dental insurance pursuant to this paragraph 2(b) shall
      immediately cease at such time that Morini becomes eligible for dental insurance
      coverage with a new employer.

     

    
      
        
        

      

      
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    (c) Without
      limiting the generality or force or effect of the General Release provided
      for
      in this Agreement, it is explicitly agreed, understood and intended that any
      and
      all monies to be paid by the Company pursuant to the provisions of paragraphs
      2(a) and 2(b) above are and shall be deemed to satisfy all claims by Morini
      for
      backpay, frontpay, bonus payments, vacation, benefits or compensation of any
      kind (or the value thereof), and/or for liquidated damages or punitive damages
      (under any applicable statute or at common law). 

     

    3. Morini
      hereby agrees and acknowledges that the payments provided for in this Agreement
      (i) exceed any payments, benefit, or other thing of value to which he might
      otherwise be entitled under any policy, plan or procedure of the Company; (ii)
      are in full discharge of any and all of the Company’s liabilities and
      obligations to Morini, including but not limited to any and all obligations
      arising under any alleged written or oral employment agreements, understandings
      or arrangements between Morini and the Company; (iii) are in full discharge
      of
      any and all claims against the Company or any of its past, present, or future
      parent corporations, subsidiaries, divisions, affiliates, officers, directors,
      agents, trustees, administrators, insurers, attorneys, employees, employee
      benefit and/or pension plans or funds (including qualified and non-qualified
      plans or funds), successors and/or assigns and any of its or their past, present
      or future parent corporations, subsidiaries, divisions, affiliates, officers,
      directors, agents, trustees, administrators, insurers, attorneys, employees,
      employee benefit and/or pension plans or funds (including qualified and
      non-qualified plans or funds), successors and/or assigns (whether acting as
      agents for the Company or in their individual capacities) for damages of any
      kind; and (iv) fully and completely settle all claims by Morini against the
      Company or any of its past, present, or future parent corporations,
      subsidiaries, divisions, affiliates, officers, directors, agents, trustees,
      administrators, insurers, attorneys, employees, employee benefit and/or pension
      plans or funds (including qualified and non- qualified plans or funds),
      successors and/or assigns and any of its or their past, present or future parent
      corporations, subsidiaries, divisions, affiliates, officers, directors, agents,
      trustees, administrators, insurers, attorneys, employees, employee benefit
      and/or pension plans or funds (including qualified and non-qualified plans
      or
      funds) (whether acting as agents for the Company or in their individual
      capacities) for attorney’s fees, costs, disbursements and the like. Nothing in
      this paragraph shall be construed to add to or diminish any vested right Morini
      may have as a participant in any employee benefit plan qualified under § 401 of
      the Internal Revenue Code, in accordance with applicable law.

     

    4. Upon
      execution of this Agreement, Morini shall provide to the Company an executed
      General Release, annexed as Exhibit A.

     

    5. Morini
      recognizes and acknowledges that by his resignation, his employment relationship
      with the Company has been permanently and irrevocably severed and that he is
      therefore not eligible for rehire or re-employment with the Company at any
      time
      in the future and hence covenants that at no time will he seek employment with
      or to be hired by the Company. Morini acknowledges further that such
      representation constitutes a material inducement for the Company entering into
      this Agreement. If the Company is acquired by or merges with a publicly-traded
      company, the prohibition in this Paragraph 5 shall not restrict Morini from
      working in other segments or divisions of the acquiring or surviving company.
      

     

    
      
        
        

      

      
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    6. (a) Morini
      represents and warrants that by virtue of the foregoing, he has waived any
      relief available to him (including without limitation, monetary damages,
      equitable relief and reinstatement) under any of the claims and/or causes of
      action waived in the General Release, annexed as Exhibit A. Therefore, he agrees
      that he will not seek or accept any award or settlement from any source or
      proceeding (including but not limited to any proceeding brought by any other
      person or by any government agency) with respect to any claim or right waived
      in
      the General Release annexed as Exhibit A. He further agrees, to the maximum
      extent permitted by law, that he will not sue or commence any proceeding
      (judicial or administrative), or participate in any action, suit or proceeding
      (unless compelled by legal process or court order), against the Company or
      any
      of its past, present, or future parent corporations, subsidiaries, divisions,
      affiliates, officers, directors, agents, trustees, administrators, insurers,
      attorneys, employees, employee benefit and/or pension plans or funds (including
      qualified and non-qualified plans or funds), successors and/or assigns and
      any
      of its or their past, present or future parent corporations, subsidiaries,
      divisions, affiliates, officers, directors, agents, trustees, administrators,
      insurers, attorneys, employees, employee benefit and/or pension plans or funds
      (including qualified and non-qualified plans or funds), successors and/or
      assigns (whether acting as agents for the Company or in their individual
      capacities), with respect to any claim released pursuant to the General Release
      annexed as Exhibit A. Morini also warrants and represents that as of the date
      he
      signs this Agreement, he has not taken or engaged in any of the acts described
      in the foregoing sentences. If, notwithstanding the foregoing promises, he
      violates this paragraph 6, he shall be required, to the maximum extent permitted
      by law, to indemnify and hold harmless the Company or any of its past, present,
      or future parent corporations, subsidiaries, divisions, affiliates, officers,
      directors, agents, trustees, administrators, insurers, attorneys, employees,
      employee benefit and/or pension plans or funds (including qualified and
      non-qualified plans or funds), successors and/or assigns and any of its or
      their
      past, present or future parent corporations, subsidiaries, divisions,
      affiliates, officers, directors, agents, trustees, administrators, insurers,
      attorneys, employees, employee benefit and/or pension plans or funds (including
      qualified and non- qualified plans or funds), successors and/or assigns (whether
      acting as agents for the Company or in their individual capacities), from and
      against any and all demands, assessments, judgments, costs, damages, losses
      and
      liabilities, and attorneys’ fees and other expenses which result from, or are
      incident to, such violation. Nothing
      in this Agreement shall be construed to prevent Morini from cooperating with
      or
      participating in any investigation conducted by any governmental agency, whether
      local, state, or federal, to the extent required or permitted by law.
Except
      as
      provided in the first sentence of this paragraph 6(a), nothing in this paragraph
      6(a) is intended or should be construed to apply to any claim pursuant to the
      federal Age Discrimination in Employment Act (ADEA).

     

    (b) The
      terms
      and conditions of this Agreement and General Release, as well as the
      circumstances leading thereto, are and shall be deemed to be fully confidential
      and have not previously and shall not hereafter be disclosed by Morini to any
      other person or entity, except (i) as may be required by law; and (ii) that
      Morini may disclose the existence, terms, and conditions of this Agreement
      and
      General Release to his attorney, spouse, and/or accountant, provided that Morini
      makes the person to whom disclosure is made aware of the confidentiality
      provisions of this Agreement and General Release and such person agrees to
      keep
      the terms of this Agreement and General Release fully confidential. Morini
      further agrees not to solicit or initiate any demand by others not party to
      this
      Agreement for any disclosure of the existence, terms, and conditions of this
      Agreement.

     

    
      
        
        

      

      
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    (c) Morini
      agrees that he will not (i) make any oral or written negative or derogatory
      public statements or publicly disparage or induce others to disparage (whether
      or not such statement legally constitutes libel or slander) the Company or
      any
      of its current or former officers, managing directors, directors, managers,
      employees, shareholders or agents or (ii) engage in any conduct or induce any
      other person to engage in any conduct that is in any way injurious to the
      Company’s reputation and interests (including, without limitation, any negative
      or derogatory statements or writings). Upon becoming aware by written notice
      to
      the Company’s counsel, Andrea R. Bernstein, Esq., fax (561) 241-7145, Proskauer
      Rose LLP, 2255 Glades Road, Suite 340W, Boca Raton, Florida 33431, of any public
      disparagement or defamation of Morini by any persons then employed by the
      Company, the Company shall take reasonable efforts to stop such disparagement
      or
      defamation. Nothing in this paragraph shall preclude the parties from responding
      truthfully to a valid subpoena, a request by a governmental agency in connection
      with any investigation it is conducting or as otherwise required by law. Prior
      to releasing the first press announcement, if any (other than required filings
      with the Securities Exchange Commission), regarding Morini’s separation from the
      Company, the Company will provide Morini with a copy of the
      announcement.

     

    (d) Any
      claim
      or counterclaim by the Company to enforce this Agreement and General Release
      shall not be deemed retaliatory. 

    


    7. Morini
      acknowledges that he has had access to confidential, sensitive or proprietary
      information during the course of his employment at the Company. Unless compelled
      by judicial process, Morini agrees that he will not, for himself or any other
      person or entity, directly or indirectly divulge, communicate or in any way
      make
      use of any confidential, sensitive, or proprietary information acquired in
      the
      performance of Morini’s services or in connection with the performance of such
      services for the Company without the prior written consent of the Chief
      Executive Officer of the Company. Upon receipt of judicial process or
      governmental request for such information, Morini shall immediately notify
      the
      Company and shall cooperate with the Company in efforts to limit such disclosure
      and shall not make such disclosure unless compelled to do so. For the purpose
      of
      this agreement, all information acquired during the course of Morini’s
      employment and in connection with such employment shall be deemed to be
      confidential, sensitive or proprietary, unless the Company shall have published
      said information. Morini further agrees to return all documents (in whatever
      form, whether copies or originals), material, equipment and property of any
      kind
      acquired during the course of his employment with the Company, with the
      exception of purely personal documents.

     

    
      
        
        

      

      
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      8. Non-Compete
        Agreement.

       

      Morini
        agrees that the June 26, 2002 Non-Competitive
        and Non-Disclosure Agreement entered into between Morini and Galaxy Nutritional
        Foods Company,
        a copy
        of which is attached hereto as Exhibit B, is hereby amended so that each
        reference to “TWO (2) YEARS” in Paragraphs 5, 7, and 8 shall be amended to state
“TWENTY-ONE (21) MONTHS.” Morini further agrees that the Non-Competitive and
        Non-Disclosure Agreement is hereby further amended so that on the sixth
        (6th)
        line of
        Section 7 the words “natural cheese” are deleted. Morini further agrees that the
        Non-Competitive and Non-Disclosure Agreement is hereby further amended so
        that
        on the sixth (6th)
        line of
        Section 7 the words “process cheese” are replaced with the words “organic
        process cheese.” Morini further agrees that the Non-Competitive and
        Non-Disclosure Agreement is hereby further amended so that on the seventh
        (7th)
        line of
        Section 7 after the words “related products,” the following words are added and
        inserted therein: “that Galaxy has previously produced, currently produces, or
        is developing or testing as of June 1, 2007.” Morini further agrees that the
        Non-Competitive and Non-Disclosure Agreement is hereby further amended to
        add
        the following: 

       

    

    Reasonableness.
      The
      Employee acknowledges that, in the course of his association with Galaxy, he
      has
      become acquainted with the methods of performing and promoting Galaxy’s business
      and has acquired Confidential Information concerning the business that could
      be
      used to the detriment of Galaxy. Accordingly, the parties hereby agree that
      the
      period, scope and geographical areas of restriction imposed upon the Employee
      by
      the provisions of paragraphs 5, 7 and 8 of this Non-Competitive and
      Non-Disclosure Agreement are fair and reasonable and are reasonably required
      for
      the protection of Galaxy. The
      Employee warrants and represents to Galaxy that his experience and capabilities
      are such that the provisions of this
      Non-Competitive and Non-Disclosure Agreement
      will not
      prevent him from earning a livelihood. In
      the
      event that any part of this Non-Competitive and Non-Disclosure Agreement shall
      be held to be unenforceable or invalid, the remaining parts hereof shall
      nevertheless continue to be valid and enforceable as though the invalid portions
      were not a part hereof. In the event that the provisions of paragraph 5, 7,
      and/or 8 of this Non-Competitive and Non-Disclosure Agreement relating to the
      area of restriction, the period of restriction, or the scope of restriction,
      shall be deemed to exceed the maximum area, period of time or scope which a
      court of competent jurisdiction would deem enforceable, said area, period of
      time and scope shall, for purposes of this Non-Competitive and Non-Disclosure
      Agreement, be deemed to be the maximum area or period of time or scope which
      a
      court of competent jurisdiction would deem valid and enforceable. Nothing
      contained in this Non-Competitive and Non-Disclosure Agreement shall prohibit
      Morini from doing business with or being employed by Galaxy’s lenders,
      suppliers, customers, brokers, distributors, manufacturers, wholesalers,
      retailers or vendors so long as Morini’s activities, duties, and/or
      responsibilities with respect to such business or employment position are no
      more than incidentally related to the manufacturing, producing, packaging,
      selling, advertising or marketing of organic process cheese, analog or non-dairy
      cheese, cheese substitute, imitation cheese, or related products (but
      specifically excluding non-organic natural cheese products, which are not
      restricted by this Non-Competitive and Non-Disclosure Agreement) that Galaxy
      has
      previously produced, is currently producing, or is developing or testing as
      of
      June 1, 2007, and so long as such business or employment position does not
      involve or relate to or make use of the Company’s trade secrets or proprietary
      or confidential information described herein.

     

    Enforcement.
      (i) The
      Employee expressly agrees and understands that the remedy at law for any breach
      by the Employee of this Non-Competitive and Non-Disclosure Agreement will be
      inadequate and that damages flowing from such breach are not usually susceptible
      to being measured in monetary terms. Accordingly, it is acknowledged that upon
      the Employee’s violation of any provision of this Non-Competitive and
      Non-Disclosure Agreement, Galaxy shall be entitled to seek from any court of
      competent jurisdiction (including without limitation in Orange County, Florida)
      immediate injunctive relief and obtain a temporary order and/or injunction
      restraining any threatened or further breach as well as an equitable accounting
      of all profits or benefits arising out of such violation. Nothing in this
      paragraph shall be deemed to limit Galaxy’s remedies at law or in equity for any
      breach by the Employee of any of the provisions of this Non-Competitive and
      Non-Disclosure Agreement which may be pursued by Galaxy. The Employee
expressly
      agrees that this Non-Competitive
      and Non-Disclosure Agreement
      shall be
      assignable by Galaxy to a successor to any of the businesses of Galaxy and
      the
      Employee hereby expressly consents to such assignment. This Non-Competitive
      and Non-Disclosure Agreement shall
      be
      binding upon the Employee’s heirs, executors, administrators or other legal
      representatives or assigns. 

     

    
      
        
        

      

      
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    (ii) In
      the
      event Galaxy applies to seal any papers produced or filed in any judicial
      proceedings to preserve confidentiality, the Employee hereby specifically agrees
      not to oppose such application.

     

    (iii) In
      addition to the remedies provided in subsection (i), the Employee understands
      that in the event of a breach of this Non-Competitive and Non-Disclosure
      Agreement by the Employee, a) he shall become ineligible to receive any unpaid
      compensation pursuant to any policy or plan of Galaxy in effect at the time
      of
      the breach; b) any unexercised stock options and/or restricted stock awards
      (whether vested or not) received by the Employee under a stock option or similar
      plan of Galaxy shall be immediately cancelled; and c) he shall forfeit any
      other
      payment by Galaxy that has not been paid at the time of the breach.
      Notwithstanding the foregoing, the Employee agrees that Galaxy may continue
      to
      enforce the provisions of this Non-Competitive and Non-Disclosure Agreement
      .

     

    Toll
      Period.
      In the
      event the Employee shall violate any provision of this Non-Competitive and
      Non-Disclosure Agreement as to which there is a specific time period during
      which the Employee is prohibited from taking certain actions or from engaging
      in
      certain activities, as set forth in such provision, then, such violation shall
      toll the running of such time period from the date of such violation until
      such
      violation shall cease.

     

    
      
        
        

      

      
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    9. Morini
      agrees to make himself available to cooperate with the Company and its attorneys
      in any investigation of any claims against the Company. He understands and
      agrees that this cooperation includes, but shall not be limited to, making
      himself available to the Company and its attorneys upon reasonable notice for
      interviews and factual investigations; appearing at the Company’s request to
      give testimony; volunteering to the Company pertinent information; and turning
      over all relevant documents to the Company that are or may come into his
      possession; provided, that the Company shall reimburse Morini for all reasonable
      costs and expenses associated therewith.

     

    10. The
      making of this Agreement is not intended, and shall not be construed, as an
      admission that the Company or any of its past, present, or future parent
      corporations, subsidiaries, divisions, affiliates, officers, directors, agents,
      trustees, administrators, insurers, attorneys, employees, employee benefit
      and/or pension plans or funds (including qualified and non- qualified plans
      or
      funds), successors and/or assigns and any of its or their past, present or
      future parent corporations, subsidiaries, divisions, affiliates, officers,
      directors, agents, trustees, administrators, insurers, attorneys, employees,
      employee benefit and/or pension plans or funds (including qualified and
      non-qualified plans or funds), successors and/or assigns (whether acting as
      agents for the Company or in their individual capacities), has violated any
      federal, state or local law (statutory or decisional), ordinance or regulation,
      breached any contract or committed any wrongdoing whatsoever against Morini
      or
      otherwise.

     

    11. This
      Agreement and General Release shall not become effective until the eighth
      calendar day following Morini’s signing of this Agreement and General Release
      (“effective date”) and Morini may at any time prior to the effective date revoke
      this Agreement and General Release by giving notice in writing of such
      revocation to Andrea
      R.
      Bernstein, Esq., Proskauer Rose LLP, 2255 Glades Road, Suite 340W, Boca Raton,
      FL 33433, Facsimile (561) 241-7145. In
      the
      event that Morini revokes the Agreement and/or General Release prior to the
      eighth day after his execution thereof, this Agreement and General Release,
      and
      the promises contained therein, shall automatically be deemed null and
      void.

     

    12. Morini
      acknowledges that he has been advised in writing to consult with an attorney
      before signing this Agreement and General Release; and that he has been afforded
      the opportunity to consider the terms of this Agreement and General Release
      for
      twenty- one (21) days prior to its execution. Morini further acknowledges that
      he has read this Agreement and General Release in its entirety; that he fully
      understands all of its terms and their significance; that he has signed it
      voluntarily and of his own free will; and that he intends to abide by its
      provisions without exception.

     

    13. Morini
      represents
      that as of the Company’s receipt of this Agreement and General Release fully
      executed by Morini, Morini
      will
      have returned to the Company all property belonging to the Company, including
      but not limited to laptop, cell phone, beeper, keys, card access to the building
      and office floors, Employee Handbook, credit card(s), phone card(s), rolodex
      (if
      provided by the Company), computer user name and password, disks and/or
      voicemail code. Morini
      further
      acknowledges and agrees that the Company shall have no obligation to make the
      payments referred to in paragraphs 2(a) and 2(b) of this Agreement unless and
      until Morini
      has
      satisfied all of his obligations pursuant to this paragraph. 

     

    
      
        
        

      

      
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    14. (a) If
      any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      illegal, void or unenforceable, such provision shall have no effect; however,
      the remaining provisions shall be enforced to the maximum extent possible.
      Further, if a court of competent jurisdiction should determine that any portion
      of this Agreement is overbroad or unreasonable, such provision shall be given
      effect to the maximum extent possible by narrowing or enforcing in part that
      aspect of the provision found overbroad or unreasonable. Additionally, Morini
      agrees that any breach by him of paragraphs 4, 6, 7, 8 and/or 9, shall
      constitute a material breach of this Agreement as to which the Company may
      seek
      all relief available under the law including attorney’s fees and costs (if it is
      the prevailing party).

     

    (b) Upon
      any
      finding by a court of competent jurisdiction (upon a challenge by Morini) that
      the release or covenants provided for by paragraphs 4, 6(a) and/or Exhibit
      A of
      this Agreement are illegal, void, or unenforceable, Morini agrees, at the
      Company’s request and option, either to return promptly to the Company the
      amount paid to him pursuant to this Agreement or to execute a release, waiver
      and/or covenant of comparable scope that is legal and enforceable. Further,
      if
      Morini seeks to challenge the validity of or otherwise vitiate this Agreement
      or
      any provision thereof (including, without limitation paragraphs 4, 6(a) and/or
      Exhibit A), he shall, as a precondition, be required to repay to the Company,
      to
      the maximum extent permitted by law, the amount paid to him pursuant to this
      Agreement. Nothing in this paragraph 14(b) is intended or should be construed
      to
      apply to any claim pursuant to the federal Age Discrimination in Employment
      Act
      (ADEA).

     

    15. Except
      for the June 26, 2002 Non-Competitive and Non-Disclosure Agreement executed
      between Morini and Galaxy Nutritional Foods Company, as amended by paragraph
      8
      above, which shall remain in full force and effect and enforceable by the
      Company, this Agreement and General Release constitutes the complete
      understanding between the parties and supersedes all prior agreements between
      the parties and may not be changed orally. To the extent that any provision
      of
      the Non-Competitive and Non-Disclosure Agreement is in conflict with a provision
      contained herein, the Company shall have the right to enforce the agreement
      that
      affords it the greater right or protection. Morini acknowledges that neither
      the
      Company nor any representative of the Company has made any representation or
      promises to him other than as set forth herein. No other promises or agreements
      shall be binding unless in writing and signed by the parties.

     

    16. (a) This
      Agreement and General Release shall, for all purposes, be enforced, governed
      and
      interpreted for all purposes by the laws of the State of Florida without regard
      to Florida’s conflict of laws principles.

     

    
      
        
        

      

      
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    (b) Any
      controversy or claim arising out of or relating to Morini’s employment with the
      Company, this Agreement or the breach thereof, shall be settled in a court
      of
      competent jurisdiction in the State of Florida in Orange County. The prevailing
      party in any litigation shall be entitled to recover from the non-prevailing
      party its reasonable attorneys’ fees and costs. In any proceeding commenced
      pursuant to this paragraph, the parties agree that (i) the consideration paid
      as
      set forth in paragraph 2 shall be redacted from any court filing and shall
      only
      be disclosed to the Court in sealed documents; and (ii) the events leading
      to
      this Agreement shall not be disclosed in any document, pleading, argument or
      testimony. 

     

    (c) This
      Agreement and General Release may be executed in several counterparts, each
      of
      which shall be deemed as an original, but all of which together shall constitute
      one and the same instrument.

     

    (d) This
      Agreement and General Release is binding upon, and shall inure to the benefit
      of, the parties and their respective heirs, executors, administrators,
      successors and assigns.

     

    (e) Should
      any provision of this Agreement and General Release require interpretation
      or
      construction, it is agreed by the parties that the entity interpreting or
      construing this Agreement and General Release shall not apply a presumption
      that
      the provisions hereof shall be more strictly construed against one party by
      reason of the rule of construction that a document is to be construed more
      strictly against the party who prepared the Agreement and General Release,
      it
      being agreed that all parties have participated in the preparation of all
      provisions of this Agreement and General Release.

     

    17. The
      parties agree that this Agreement and General Release may be used as evidence
      only in a subsequent proceeding in which any of the parties allege a breach
      of
      this Agreement and General Release.

     

    18. In
      response to any requests for a reference on Morini by a prospective employer,
      the Company agrees to provide a neutral reference that includes only Morini’s
      dates of employment and last position held. If requested in writing by Morini,
      the Company will also provide Morini’s final salary information.

    


    
      
        
        

      

      
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	 	 	 	/s/ Christopher
              Morini
	
            	 	 	
              
CHRISTOPHER
              MORINI
	
            	 	 	 


    

     

    
      
        	
                STATE
                  OF FLORIDA

              	
                )

              	 
	 	
                )
                  ss.

              	 
	
                COUNTY
                  OF ORANGE

              	
                )

              	 


      

    

    


    I
      HEREBY
      CERTIFY, that on this day, before me, an officer duly authorized in the State
      and County aforesaid to take acknowledgments, personally appeared Christopher
      Morini, to me known to be the person described in and who executed the foregoing
      instrument, and he acknowledged to and before me that he executed the same.
      He
      is personally known to me or has produced a Florida driver’s license as
      identification and did take an oath.

    


    SWORN
      TO
      AND SUBSCRIBED before me this 1st day of June, 2007.

    


    
      	 	 	 	 
	 	 	 	/s/ Kristy
              N.
              Hale
	
            	 	 	
              
Notary
              Public
	
            	 	 	 
	 	 	 	My Commission Expires: November 11,
              2010


    

     

    
      
        
        

      

      
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              GALAXY
                NUTRITIONAL FOODS, INC

            
	 
 	 
 	 
 
	 	By:  	/s/ Michael
              E. Broll  
	
               PRINT
                NAME  
                

            	
              
 Michael
              E. Broll                 
              
	
               TITLE  
                

            	
              Chief
                Executive Officer     


            


    

    
       

      
        
          	
                  STATE
                    OF FLORIDA

                	
                  )

                	 
	 	
                  )
                    ss.

                	 
	
                  COUNTY
                    OF ORANGE

                	
                  )

                	 


        

      

       

    

    I
      HEREBY
      CERTIFY, that on this day, before me, an officer duly authorized in the State
      and County aforesaid to take acknowledgments, personally appeared Michael E.
      Broll, to me known to be the person described in and who executed the foregoing
      instrument, and he acknowledged to and before me that he executed the same.
      He
      is personally known to me or has produced a ______________________ as
      identification and did take an oath.

    


    SWORN
      TO
      AND SUBSCRIBED before me this 1st day of June, 2007.

     

    
      	 	 	 	 
	
            	 	 	/s/ Christine
              L. Perno
	
            	 	 	
              
Notary
              Public
	 	 	 	 
	 	 	 	 
	
            	 	 	My Commission Expires: October 7,
              2007
	 	 	 	 
	 	 	 	(Seal)


    

     

    
      
        
        

      

      
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    EXHIBIT
      A

    


    GENERAL
      RELEASE

    


    General
      Release executed this 1st day of June, 2007 by Christopher Morini
      (“Morini”);

    


    For
      and
      in consideration of the promises set forth in the Agreement and General Release
      between Galaxy Nutritional Foods, Inc. (“the Company”) and Morini, dated June 1,
      2007 (“Agreement”), including the benefits as set forth therein, and for other
      valuable consideration as set forth in the Agreement, Morini, for himself and
      for his heirs, executors, administrators, trustees, legal representatives and
      assigns (hereinafter, collectively referred to as “Releasors”), hereby forever
      release and discharge the Company and any of its past, present, or future parent
      corporations, subsidiaries, divisions, affiliates, officers, directors, agents,
      trustees, administrators, insurers, attorneys, employees, employee benefit
      and/or pension plans or funds (including qualified and non-qualified plans
      or
      funds), successors and/or assigns and any of its or their past, present or
      future parent corporations, subsidiaries, divisions, affiliates, officers,
      directors, agents, trustees, administrators, insurers, attorneys, employees,
      employee benefit and/or pension plans or funds (including qualified and
      non-qualified plans or funds), successors and/or assigns (whether acting as
      agents for the Company or in their individual capacities) (collectively referred
      to as “Releasees”) from any and all claims, demands, causes of action, and
      liabilities of any kind whatsoever (upon any legal or equitable theory, whether
      contractual, common-law, statutory, federal, state, local, or otherwise),
      whether known or unknown, by reason of any act, omission, transaction or
      occurrence which Releasors ever had, now have or hereafter can, shall or may
      have against Releasees up to and including the date of the execution of this
      General Release.

    


    Without
      limiting the generality of the foregoing, Releasors hereby release and discharge
      Releasees from:

     

    
      	 	
              (i)

            	
              any
                and all claims, relating to Morini’s employment by the Company, the terms
                and conditions of such employment, employee benefits related to his
                employment, the termination of his employment, and/or any of the
                events
                relating directly or indirectly to or surrounding such
                termination;

            


    

    


    
      	 	
              (ii)

            	
              any
                and all claims of discrimination, harassment, whistle blowing or
                retaliation in employment (whether based on federal, state or local
                law,
                statutory or decisional), including without limitation, all claims
                under
                The Age Discrimination in Employment Act of 1967, as amended, Title
                VII of
                the Civil Rights Act of 1964, as amended, the Americans with Disabilities
                Act, the Civil Rights Act of 1991, the Reconstruction Era Civil Rights
                Act
                of 1866, 42 USC §§ 1981-86, as amended, the Equal Pay Act, the Family and
                Medical Leave Act, the Employee Retirement Income Security Act, the
                Sarbanes-Oxley Act of 2002, the Florida Civil Rights Act of 1992
                f/k/a
                Human Rights Act of 1977, the Florida Private Whistle-Blower Act
                (Fla.
                Stat. § 448.101 et seq), the Florida Public Whistle-Blower Act (Fla. Stat.
                § 112.3187 et seq.), the Florida Equal Pay Act, unpaid wages under
                Fla.
                Stat. § 448.08, retaliation claims under the Workers’ Compensation Law
                (Fla. Stat. § 440.205), and waivable rights under the Florida
                Constitution;

            


    

     

    
      
        
        

      

      
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              (iii)

            	
              any
                and all claims for wrongful discharge or retaliatory
                discharge;

            


    

    


    
      	 	
              (iv)

            	
              any
                and all claims for damages of any kind whatsoever, including without
                limitation compensatory, punitive, treble, liquidated and/or consequential
                damages;

            


    

    


    
      	 	
              (v)

            	
              any
                and all claims under any contract, whether express or implied;
                

            


    

    


    
      	 	
              (vi)

            	
              any
                and all claims for unintentional or intentional torts, for emotional
                distress and for pain and
                suffering;

            


    

    


    
      	 	
              (vii)

            	
              any
                and all claims for violation of any statutory or administrative rules,
                regulations or codes;

            


    

    


    
      	 	
              (viii)

            	
              any
                and all claims for attorneys’ fees, costs, disbursements, wages, bonuses,
                benefits, vacation and/or the like;

            


    

    


    which
      Releasors ever had, now have or hereafter can, shall or may have against
      Releasees for, upon or by reason of any act, omission, transaction or occurrence
      up to and including the date of the execution of this General
      Release.

    


    This
      General Release may not be changed orally.

     

    Morini
      represents and warrants that he has had the opportunity to consult with an
      attorney before signing this General Release; that he has had the opportunity
      to
      consider the terms of this General Release for twenty-one (21) days; and that
      he
      has executed this General Release after consulting with an attorney of his
      choice, who has answered to his satisfaction any and all questions he has
      regarding this General Release, its terms and consequences. If Morini revokes
      the Agreement and General Release as provided by Section 11 of such agreement,
      this General Release shall, likewise, be null and void and of no legal
      consequence. Morini further represents and warrants that he has read this
      General Release in its entirety, fully understands all of its terms, and
      voluntarily assents to all terms and conditions contained herein.

     

    
      
        
        

      

      
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	 	 	 	/s/ Christopher
              Morini
	
            	 	 	
              
CHRISTOPHER
              MORINI
	
            	 	 	 


       

      
        
          	
                  STATE
                    OF FLORIDA

                	
                  )

                	 
	 	
                  )
                    ss.

                	 
	
                  COUNTY
                    OF ORANGE

                	
                  )

                	 


        

      

       

    

    I
      HEREBY
      CERTIFY, that on this day, before me, an officer duly authorized in the State
      and County aforesaid to take acknowledgments, personally appeared Christopher
      Morini, to me known to be the person described in and who executed the foregoing
      instrument, and he acknowledged to and before me that he executed the same.
      He
      is personally known to me or has produced a Florida driver’s license as
      identification and did take an oath.

    


    SWORN
      TO
      AND SUBSCRIBED before me this 1st day of June, 2007.

    
      
         

        
          	 	 	 	 
	 	 	 	/s/ Kristy
                  N.
                  Hale
	
                	 	 	
                  
Notary
                  Public
	
                	 	 	 
	 	 	 	My Commission Expires: November
                  11,
                  2010
	 	 	 (Seal)	 
	 	 	 	 


        

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

      

    


    EXHIBIT
      B

    


    Copy
      of
      Non-Competitive and Non-Disclosure Agreement entered into between Morini and
      Galaxy Nutritional Foods Company dated June 26, 2002

     

    
      
        
        

      

      
        15