SECURITIES PURCHASE AGREEMENT

      THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of October
6, 2004, by and between GALAXY NUTRITIONAL FOODS, INC., a Delaware corporation,
with its principal place of business at 2441 Viscount Row, Orlando, FL 32809
(the "COMPANY"), and FRED DELUCA, whose address is 325 Bic Drive, Milford, CT
06460 (the "BUYER").

                             PRELIMINARY STATEMENTS

      A. The Company has authorized the sale of a certain number of shares of
the Company's common stock, par value $0.01 per share (the "COMMON STOCK") on
the terms and subject to the conditions set forth in this Agreement;

      B. The Company and Buyer are executing and delivering this Agreement in
reliance upon the exemption from Securities registration afforded by Rule 506
under Regulation D ("REGULATION D") as promulgated by the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "1933 ACT");

      C. Buyer wishes to purchase, in the amounts and upon the terms and
conditions stated in this Agreement, (i) shares of Common Stock and (ii) a
warrant to purchase shares of Common Stock in substantially the form attached
hereto as Exhibit "A" (the "Warrant"); and

      D. Upon the closing of the transactions contemplated hereby, the parties
hereto will execute and deliver a Registration Rights Agreement in substantially
the form attached hereto as Exhibit "B" (the "REGISTRATION RIGHTS AGREEMENT")
pursuant to which the Company agrees to provide certain registration rights
under the 1933 Act and the rules and regulations promulgated thereunder, and
applicable state Securities laws.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Buyer hereby
agree as follows:

      1.    PREAMBLES; PURCHASE AND SALE OF COMMON STOCK; CLOSING

            a. Preliminary Statements. The above preliminary statements,
recitals, definitions, preamble and provisions are true and correct and are
incorporated herein as fully as if set forth herein.

            b. Purchase of Common Stock. Subject to the terms and conditions set
forth in this Agreement, the Company agrees to issue and sell to Buyer, and
Buyer agrees to purchase from the Company such number of shares of Common Stock
(the "SHARES") as shall be determined by dividing the aggregate purchase price
of $2,300,000 (the "PURCHASE PRICE") by the per share purchase price (with any
fractional shares being rounded up to the next whole share). The per share
purchase price shall be equal to ninety-five percent (95%) of the average of the
closing sale price of the Common Stock on the Principal Market (as defined
below), as reported by the Principal Market, for the number of Trading Days (as
defined below) in that of the two periods described immediately subsequent
hereto that results in the lower price: (x) the thirty (30) consecutive calendar
days ending on the calendar day immediately prior to the date of Closing (as
defined below), or (y) the five (5) consecutive Trading Days ending on the
Trading Day immediately prior to the date of Closing. The term "PRINCIPAL
MARKET" shall mean the American Stock Exchange, the New York Stock Exchange, the
NASDAQ National Market, or the NASDAQ SmallCap Market, whichever is at the time
the principal trading exchange or market for the Common Stock, based upon share
volume, or if the Common Stock is not traded on an exchange or market, the OTC
Bulletin Board or its successor (as of the date hereof the Principal Market is
the American Stock Exchange). The term "TRADING Day" shall mean any day during
which the Common Stock is traded on the Principal Market. The consummation of
the transaction and the payment of the Purchase Price shall occur at Closing (as
defined below).

<PAGE>

            c. The Closing. The closing ("CLOSING") of the sale and purchase of
the Shares and Warrant shall take place at the offices of Baker & Hostetler LLP,
200 South Orange Avenue, Suite 2300, SunTrust Center, Orlando, Florida 32801,
within two (2) business days of the Company's reaching an agreement with the
holders of its Series A Preferred Stock for the redemption by the Company
thereof on terms acceptable to Company. The consummation of the transaction and
the payment of the Purchase Price shall occur at Closing, as follows:

                  (i) Delivery of Stock Certificate(s). Against payment to the
Company of the Purchase Price therefor, the Company shall direct its stock
transfer agent to deliver to Buyer one or more stock certificates, duly executed
on behalf of the Company, representing the Shares being purchased by Buyer,
registered in the name of Buyer, such delivery to Buyer to be made not later
than five (5) business days after the Closing.

                  (ii) Execution and Delivery of Registration Rights Agreement.
The parties will execute and deliver each to the other the Registration Rights
Agreement.

                  (iii) Delivery of Warrant. The Company shall deliver to Buyer
the Warrant providing for the right of the holder thereof to purchase up to
500,000 shares of the Common Stock of the Company at a purchase price equal to
the Purchase Price per share, as determined as provided above as of the Closing
Date hereunder.

                  (iv) Delivery of Purchase Price. Buyer shall cause the
Purchase Price to be delivered to the Company in immediately available U.S.
funds.

      2.    BUYER'S REPRESENTATIONS AND WARRANTIES

            Buyer represents and warrants to the Company that:

            a. Investment Purpose. The Shares, the shares of Common Stock issued
upon exercise of the Warrant, and the Warrant itself ("WARRANT SHARES")
(collectively referred to hereafter as the "SECURITIES") are being acquired by
Buyer in good faith solely for its own account, for investment purposes only,
and are not being purchased for resale, resyndication, distribution, subdivision
or fractionalization thereof; Buyer has no contract or arrangement with any
person to sell, transfer or pledge to any person the Securities or any part
thereof, any interest therein or any rights thereto; Buyer has no present plans
to enter into any such contract or arrangement; and Buyer understands that as a
result it must bear the economic risk of the investment for an indefinite period
of time because the Securities have not been registered under the 1933 Act, and,
therefore, cannot be sold unless they are subsequently registered under the 1933
Act.


                                       2
<PAGE>

            b. Accredited Investor Status. Buyer is an "accredited investor" as
that term is defined in Rule 501(a) of Regulation D.

            c. Reliance on Exemptions. Buyer understands that the Securities are
being offered and sold to it under the exemption from the registration
requirements of the United States federal and state Securities laws and that the
Company is relying upon the truth and accuracy of, and Buyer's compliance with,
the representations, warranties, agreements, acknowledgments and understandings
of Buyer set forth herein in order to determine the availability of such
exemptions and the eligibility of Buyer to acquire the Securities.

            d. Information. Buyer understands and acknowledges that it is
purchasing the Securities without being furnished any offering literature,
prospectus or other materials other than copies of the SEC Documents (as defined
hereinbelow), that this transaction has not been scrutinized by the SEC or by
any administrative agency charged with the administration of the Securities laws
of any state, that all documents, records and books, pertaining to the Company,
its business, finances and operations, and this investment have been made
available to Buyer, and its advisors and representatives, including its
attorney, its accountant and/or its purchaser representative, and that the books
and records of the Company will be available upon reasonable notice for
inspection by Buyer during reasonable business hours at the Company's principal
place of business. Buyer and its advisors and representatives, including its
attorney, its accountant and/or its purchaser representative, if any, have
reviewed the SEC Documents and been afforded the opportunity to ask questions of
the Company and have received complete and satisfactory answers to any such
inquiries. Buyer understands that its investment in the Securities is
speculative and involves a high degree of risk of loss and that Buyer must be
prepared to lose its entire investment in the Company. Buyer has sought such
accounting, legal and tax advice, as it has considered necessary to an informed
investment decision with respect to its acquisition of the Securities. Buyer, or
Buyer together with its purchaser representative, if any, have such knowledge
and experience in financial and business matters that it and such representative
are capable of evaluating the merits and risks of an investment in the
Securities and of making an informed investment decision.

            e. Governmental Review. Buyer understands that no United States
federal or state agency or any other government or governmental agency has
approved or disapproved or passed on or made any recommendation or endorsement
of the Securities or the fairness or suitability of the investment in the
Securities, nor have such authorities passed upon or endorsed the merits of the
offering of the Securities or the accuracy or adequacy of any of the information
provided by the Company to Buyer regarding the Company, the Securities or any
other matter, and that the Company is relying on the truth and accuracy of the
representations, declarations and warranties herein made by Buyer in offering
the Securities for sale to it without having first registered the same under the
1933 Act.

            f. Transfer or Resale. Buyer understands that, except as provided in
the Registration Rights Agreement, (i) the Securities have not been and are not
being registered under the 1933 Act or any state Securities laws, and may not be
transferred unless (a) subsequently registered thereunder, or (b) Buyer shall
have provided the Company with a statement of the circumstances surrounding the
proposed disposition and shall have delivered to the Company an opinion of
counsel, reasonably satisfactory in form, scope and substance to the Company, to
the effect (1) that the Securities to be sold or transferred may be sold or
transferred pursuant to an exemption from such registration and (2) that
appropriate action necessary for compliance with the 1933 Act has been taken;
(ii) any sale of such Securities made in reliance on Rule 144 promulgated under
the 1933 Act may be made only in accordance with the terms of said Rule and
further, if said Rule is not applicable, any resale of such Securities under
circumstances in which the seller (or the person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in the 1933 Act) may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such Securities under the 1933 Act or
any state Securities laws or to comply with the terms and conditions of any
exemption thereunder.


                                       3
<PAGE>

            g. Legends. Buyer understands that the stock certificates
representing the Securities shall bear a restrictive legend in substantially the
following form (and a stop-transfer order shall be placed against transfer of
such stock certificates):

            THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN
            ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED,
            PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
            STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES
            ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B)
            AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND
            SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER
            SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING
            JURISDICTION WITH RESPECT THERETO.

            h. Authorization; Enforcement. This Agreement, the Escrow Agreement,
the Warrant and the Registration Rights Agreement have been duly and validly
authorized, executed and delivered on behalf of Buyer and are valid and binding
agreements of Buyer enforceable in accordance with their terms, subject as to
enforceability to general principles of equity and to bankruptcy, insolvency,
moratorium, and other similar laws affecting the enforcement of creditors'
rights generally.

            i. Domicile. Buyer is a resident of the State of Connecticut.

            j. Indemnification. Buyer acknowledges that Buyer understands the
meaning and legal consequences of the representations and warranties in this
Section 2, and that the Company has relied upon such representations and
warranties, and Buyer hereby agrees to indemnify and hold harmless the Company
and its officers, directors, shareholders, agents and representatives from and
against any and all claims, demands, losses, damages, expenses or liabilities
(including attorneys' fees) due to or arising out of, directly or indirectly, a
breach of any such representations or warranties. Notwithstanding the foregoing,
however, no representation, warranty, acknowledgment or agreement made herein by
Buyer shall in any manner be deemed to constitute a waiver of any rights granted
to such Buyer under federal or state Securities laws.

            k. Short Position and Market Purchases. Buyer is not purchasing the
Securities for the purpose of covering any short position in the Securities.


                                       4
<PAGE>

      3.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

            The Company represents and warrants to Buyer that:

            a. Organization and Qualification. The Company is a corporation duly
organized and existing in good standing under the laws of the State of Delaware,
and has the requisite corporate power to own its properties and to carry on its
business as now being conducted. The Company is duly qualified as a foreign
corporation to do business and is in good standing in every jurisdiction in
which the nature of the business conducted by it makes such qualification
necessary and where the failure so to qualify would have a material adverse
effect on the operations, properties or financial condition of the Company taken
as a whole (a "MATERIAL ADVERSE EFFECT").

            b. Authorization; Enforcement. (i) The Company has the requisite
corporate power and authority to enter into and perform this Agreement, the
Warrant and the Registration Rights Agreement and to issue the Securities in
accordance with the terms hereof and thereof, (ii) the execution and delivery of
this Agreement, the Warrant and the Registration Rights Agreement by the Company
and the consummation by it of the transactions contemplated hereby have been
duly authorized by the Company's Board of Directors and no further consent or
authorization of the Company, its Board of Directors, or its stockholders is
required, (iii) this Agreement, the Warrant and the Registration Rights
Agreement have been duly executed and delivered by the Company, and (iv) this
Agreement, the Warrant and the Registration Rights Agreement constitute the
valid and binding obligations of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of creditors'
rights and remedies or by other equitable principles of general application.

            c. Capitalization. As of the date of this Agreement, the authorized
capital stock of the Company consists of (i) 85,000,000 shares of Common Stock
of which 15,788,244 shares were issued and outstanding, and (ii) 1,000,000
shares of preferred stock, $.01 par value, of which 200,000 shares have been
designated "Series A Preferred Stock," 40,594 of which were issued and
outstanding. All of such outstanding shares have been validly issued and are
fully paid and nonassessable. Except as set forth in the SEC Documents (as
defined herein) or in Schedule 3.c. attached hereto, as of the date of this
Agreement (i) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
Securities or rights convertible into, any shares of capital stock of the
Company, or arrangements by which the Company is or may become bound to issue
additional shares of capital stock of the Company, and (ii) there are no
agreements or arrangements under which the Company is obligated to register the
sale of any of its Securities under the 1933 Act other than agreements with
respect to Securities which have been previously registered or are subject to
current registration statements.

            d. Issuance of Securities. The Securities are duly authorized and,
upon issuance in accordance with the terms hereof, shall be validly issued,
fully paid and non-assessable, and free from all taxes, liens and charges with
respect to the issue thereof. The Warrant Shares are duly authorized and when
issued upon exercise of the Warrant, shall be validly issued, fully paid and
non-assessable, and free from all taxes, liens and charges with respect to the
issue thereof.

            e. No Conflicts. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby will not (i) result in any violation of the Company's
Certificate of Incorporation, as amended, as in effect on the date hereof
("CERTIFICATE OF INCORPORATION") or the Company's Bylaws, as in effect on the
date hereof (the "BYLAWS") or (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company is
a party, or result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations)
applicable to the Company or by which any property or asset of the Company is
bound or affected (except for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as would not,
individually or in the aggregate, have a Material Adverse Effect). The business
of the Company is not being conducted in violation of any law, ordinance,
regulation of any governmental entity, except for possible violations which
either singly or in the aggregate do not have a Material Adverse Effect. Except
as required under the 1933 Act and any applicable state securities laws, the
Company is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency in order
for it to execute, deliver or perform any of its obligations under this
Agreement in accordance with the terms hereof.


                                       5
<PAGE>

            f. Common Stock. The Company has registered its Common Stock
pursuant to Section 12(b) or (g) of the 1934 Act (as defined below) and is in
full compliance with all reporting requirements of the 1934 Act, and the Company
is in compliance with all requirements for the continued listing or quotation of
its Common Stock, and such Common Stock is currently listed or quoted on, the
Principal Market. As of the date hereof, the Principal Market is the American
Stock Exchange, and except as set forth in the SEC Documents, the Company has
not received any notice regarding, and to its knowledge there is no threat of,
the termination or discontinuance of the eligibility of the Common Stock for
such posting or listing.

            g. SEC Documents, Financial Statements. During the Company's last
two (2) fiscal years, the Company has filed all reports, schedules, forms,
statements and other documents required to be filed by it with the SEC pursuant
to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the "1934 ACT") (all of the foregoing filed prior to the date hereof and all
exhibits included therein and financial statements and schedules thereto and
documents (other than exhibits) incorporated by reference therein, being
hereinafter referred to herein as the "SEC DOCUMENTS"). The Company has
delivered to Buyer true and complete copies of the SEC Documents, except for
such exhibits, schedules and incorporated documents. As of their respective
dates, subject to, with respect to certain SEC Documents, the filing of an
amendment to such SEC Documents, the SEC Documents complied in all material
respects with the requirements of the 1934 Act and the rules and regulations of
the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the SEC
Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, consistently applied, during the
periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). No other
information provided by or on behalf of the Company to Buyer and referred to in
Section 2(d) of this Agreement contains any untrue statement of a material fact
or omits to state any material fact necessary in order to make the statements
therein, in the light of the circumstance under which they are or were made, not
misleading.


                                       6
<PAGE>

            h. No Material Adverse Change. Since June 30, 2004, there has not
been any material adverse change in the Company's business, results of
operations, or financial condition, other than changes resulting from general
economic conditions or general economic trends, except as reflected in the SEC
Documents filed at least five (5) days prior to the date hereof.

            i. Absence of Litigation. Except as disclosed in the SEC Documents,
there is no action, suit, proceeding, inquiry or investigation before or by any
court, public board or body pending or, to the knowledge of the Company,
threatened against the Company, wherein an unfavorable decision, ruling or
finding would have a Material Adverse Effect or which would adversely affect the
validity or enforceability of, or the authority or ability of the Company to
perform its obligations under, this Agreement or any of the documents
contemplated herein.

      4.    COVENANTS

            a. Form D. The Company agrees to file a Form D with respect to the
Securities as required under Regulation D and to provide a copy thereof to Buyer
promptly after such filing.

            b. Reporting Status. Until the earlier of (i) the date as of which
Buyer may sell all the Shares and Warrant Shares without restriction pursuant to
Rule 144(k) promulgated under the 1933 Act, or (ii) the date on which Buyer has
sold all of the Shares and Warrant Shares, the Company shall file all reports
required to be filed with the SEC pursuant to the 1934 Act, and the Company
shall not terminate its status as an issuer required to file reports under the
1934 Act even if the 1934 Act or the rules and regulations thereunder would
permit such termination. Buyer shall give notice to the Company when it has sold
all of the Shares and Warrant Shares.

      5.    TRANSFER AGENT INSTRUCTIONS

            Buyer acknowledges that the Securities shall be "restricted"
securities, that the Stock Certificates shall bear the restrictive legend
specified in Section 2(g) of this Agreement, and that stop-transfer instructions
have been given by the Company to its transfer agent with respect to the
Securities. If Buyer provides the Company with an opinion of counsel, reasonably
satisfactory in form, scope and substance to the Company, that registration of a
resale by Buyer of any of the Securities is not required under the 1933 Act or
any applicable state securities or blue sky laws, the Company shall permit the
transfer and promptly instruct its transfer agent to issue one or more
certificates in such name and in such denominations as specified by Buyer.

      6.    TERMINATION

            a. Termination. This Agreement may be terminated as follows:

                  (i) at any time prior to Closing, by mutual written consent of
all of the parties to this Agreement;


                                       7
<PAGE>

                  (ii) at any time after October 20, 2004, by Buyer, if the
Closing has not been effected on or prior to such date and if Buyer is not then
in breach of any term of this Agreement, pursuant to written notice by Buyer to
the Company; or

                  (iii) at any time after October 20, 2004, by the Company, if
the Closing has not been effected on or prior to such date, if the Company is
not then in breach of any term of this Agreement, pursuant to written notice by
the Company to Buyer.

            b. Effect of Termination. All obligations of the parties hereunder
shall cease upon any termination pursuant to Section 6.a., provided, however,
that the provisions of Section 7 hereof shall survive any termination of this
Agreement.

      7.    GOVERNING LAW; MISCELLANEOUS

            a. Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Florida without regard
to the principles of conflict of laws.

            b. Counterparts. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party. In the event any signature page is
delivered by facsimile transmission, the party using such means of delivery
shall cause three (3) additional original executed signature pages to be
physically delivered to the other party within five (5) days of the execution
and delivery hereof.

            c. Headings. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.

            d. Severability. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement or
the validity or enforceability of this Agreement in any other jurisdiction.

            e. Entire Agreement; Amendments. This Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Company nor any Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of
this Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.

            f. Notices. Any notices required or permitted to be given under the
terms of this Agreement shall be sent by mail or delivered personally or by
courier and shall be effective five days after being placed in the mail, if
mailed, certified or registered, return receipt requested, or upon receipt, if
delivered personally or by courier, in each case addressed to a party. The
addresses for such communications shall be:


                                       8
<PAGE>

If to the Company:         Galaxy Nutritional Foods, Inc.
                           2441 Viscount Row
                           Orlando, FL 32809
                           Telephone:  (407) 855-5500
                           Telecopy:  (407) 855-1099
                           Attention:  Mr. Michael E. Broll

With a copy to:            Baker & Hostetler LLP
                           200 South Orange Avenue, Ste. 2300
                           Orlando, FL 32801
                           Telephone:  (407) 649-4000
                           Telecopy:  (407) 841-0168
                           Attention:  Kenneth C. Wright, Esq.

If to Buyer:               Fred DeLuca
                           325 Bic Drive
                           Milford, CT 06460
                           Attention:  David Worroll
                           Telephone:  (203) 877-4281
                           Telecopy:  (203) 876-6689

Each party shall provide notice to the other party of any change in address.

            g. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and assigns. Neither
the Company nor Buyer shall assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other (which consent may be
withheld for any reason in the sole discretion of the party from whom consent is
sought).

            h. Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

            i. Survival. The representations and warranties of the Buyer and the
Company contained in Sections 2 and 3, respectively, shall survive the Closing
for a period of one (1) year thereafter, provided however that the
representations and warranties of Buyer contained in Sections 2.a., 2.b. and
2.h. shall survive the Closing indefinitely.

            k. Publicity. The Company and Buyer shall have the right to approve
before issuance any press releases or any other public statements with respect
to the transactions contemplated hereby; provided, however, that the Company
shall be entitled, without the prior approval of Buyer, to make any press
release with respect to such transactions as the Company determines is required
by applicable law and regulations.

            l. Further Assurances. Each party shall do and perform, or cause to
be done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.


                                       9
<PAGE>

            m. Expenses. Subject to a maximum of $5,000.00, the Company shall
pay the reasonable fees, expenses and disbursements of Buyer's legal counsel
arising in connection with the negotiation, execution and consummation of this
Agreement, the Escrow Agreement, the Registration Rights Agreement, the Warrant
and the agreements and transactions contemplated by such agreements.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


                                       10
<PAGE>

      IN WITNESS WHEREOF, Buyer and the Company have caused this Securities
Purchase Agreement to be duly executed as of the date first written above.

                                       "Company"

                                       GALAXY NUTRITIONAL FOODS, INC.

                                       By: /s/ Michael E. Broll
                                           -------------------------------------
                                           Michael E. Broll
                                           Chief Executive Officer


                                       "Buyer"

                                        /s/ Fred Deluca
                                        ----------------------------------------
                                        Fred DeLuca