LEASE TERMINATION AGREEMENT



      THIS LEASE TERMINATION  AGREEMENT  ("Agreement"),  is made effective as of

the  31st  day  of  July,  2006  ("Effective  Date"),   between  CLP  Industrial

Properties,  LLC, a Delaware limited liability company ("Landlord"),  and GALAXY

NUTRITIONAL  FOODS,  INC.  (f/k/a Galaxy Food Company),  a Delaware  corporation

("Tenant").



                              W I T N E S S E T H :



A. On or about July 28,  1999,  Cabot  Industrial  Properties,  L.P.  ("Original

Landlord") and Tenant made and entered into that certain  industrial real estate

lease ("Original Lease") for the premises more particularly described therein in

a portion of the building known as OCP VII, located at 2901 Titan Row,  Orlando,

Florida 32809 ("Building").



B. On or about September 10, 1999, Original Landlord and Tenant made and entered

into that certain First Amendment to Lease ("First  Amendment"),  wherein Tenant

leased  certain  additional  space from  Landlord  in  Building,  and  otherwise

modified certain terms of the Original Lease.



C. On or about April 24,  2000,  Original  Landlord  and Tenant made and entered

into that certain Second Amendment to Lease ("Second Amendment"), wherein Tenant

also leased certain  additional  space from Landlord in Building,  and otherwise

modified certain of the terms of the Original Lease and/or the First Amendment.



D. On or about June 10, 2004, Original Landlord and Tenant made and entered into

that certain Third Amendment to Lease  Agreement  ("Third  Amendment"),  wherein

Original  Landlord  and Tenant  agreed to reduce  the amount of space  rented by

Tenant and otherwise  modified  certain terms of the Original  Lease,  the First

Amendment, and/or the Second Amendment.



E. The Original Lease, the First  Amendment,  the Second Amendment and the Third

Amendment collectively are referred to herein as the "Lease."



F.  Landlord is the  successor in interest to Original  Landlord as owner of the

New Premises (which, together with any and all other space ever rented to Tenant

in the Building, shall be referred to collectively herein as the "Premises").



G.  Landlord  and  Tenant  desire to  terminate  the Lease  prior to the  stated

expiration of the term thereof,  subject to the terms and  conditions  contained

herein.



      NOW,  THEREFORE,  in  consideration of the mutual covenants and conditions

contained  herein and other good and  valuable  considerations,  the receipt and

sufficiency of which are hereby acknowledged, the parties agree as follows:





                                       1

{PAGE}



1.    Recitals.  The  foregoing  recitals are true and correct and  incorporated

      herein by this reference.



2.    Definitions.   Unless  otherwise   specifically  set  forth  herein,   all

      capitalized  terms  herein shall have the same meaning as set forth in the

      Lease.



3.    Termination.  Effective as of the Effective Date, Tenant hereby surrenders

      and turns over the right of  possession  to the  Premises to Landlord  and

      irrevocably  sells,  transfers,  assigns  and  conveys  to  Landlord,  and

      Landlord hereby accepts,  receives and takes all of Tenant's right,  title

      and interest in and to the  Premises.  Tenant shall vacate the Premises on

      or before 5:00 p.m. on the Effective  Date,  leaving same in the condition

      required under the Lease,  as modified by this  Agreement.  From and after

      the Effective Date,  Landlord may re-enter and possess the Premises as its

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC