<SEQUENCE>23

<FILENAME>ex1021-603.txt

<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT

<TEXT>

                       REGISTRATION RIGHTS AGREEMENT



          REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May

21,  2003,  by  and  between  Galaxy Nutritional Foods,  Inc.,  a  Delaware

corporation,  with  headquarters located at 2441  Viscount  Road,  Orlando,

Florida 32809 (the "Company"), and David Lipka, whose address is 19 Oakwood

Circle, Roslyn, NY 11576 (the "Buyer").



                          PRELIMINARY STATEMENTS



     A.    In  connection  with the Securities Purchase  Agreement  by  and

between  the  parties  of  even  date herewith  (the  "Securities  Purchase

Agreement"),  the  Company has agreed, upon the terms and  subject  to  the

conditions of the Securities Purchase Agreement, to issue and sell  to  the

Buyer shares of the Company's common stock, par value $0.01 per share  (the

"Common Stock"); and



      B.    To  induce  the  Buyer to execute and  deliver  the  Securities

Purchase  Agreement, the Company has agreed to provide certain registration

rights  under  the Securities Act of 1933, as amended, and  the  rules  and

regulations thereunder, or any similar successor statute (collectively, the

"1933 Act"), 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.   DEFINITIONS.



   a.      As  used in this Agreement, the following terms shall  have  the

following meanings:



                (i)   "Investor"  means  the Buyer and  any  transferee  or

assignee  thereof  who  agrees to become bound by the  provisions  of  this

Agreement in accordance with Section 9 hereof.



               (ii) "register," "registered," and "registration" refer to a

registration  effected by preparing and filing a Registration Statement  or

Statements in compliance with the 1933 Act and pursuant to Rule  415  under

the  1933 Act or any successor rule providing for offering securities on  a

continuous  basis  ("Rule  415"),  and  the  declaration  or  ordering   of

effectiveness   of  such  Registration  Statement  by  the  United   States

Securities and Exchange Commission (the "SEC").



                (iii)     "Registrable Securities" means the Securities (as

defined in the Securities Purchase Agreement).



                (iv)  "Registration Period" means the period commencing  on

the  date  on  which  the  Registration Statement filed  pursuant  to  this

Agreement  is declared effective by the SEC and expiring on the  date  that

(A)  the  Investor  may  sell  all  of the Registrable  Securities  without

restriction pursuant to Rule 144(k) promulgated under the 1933 Act, or  (B)

the Investor has sold all of the Registrable Securities.



               (v)  "Registration Statement" means a registration statement

of the Company under the 1933 Act.



           b.    Capitalized  terms used herein and not  otherwise  defined

herein  shall  have  the respective meanings set forth  in  the  Securities

Purchase Agreement.



     2.   REGISTRATION RIGHTS.



     a. Mandatory Registration. The Company shall prepare and file with the

SEC  a  Registration Statement on Form S-3 (or, if such form is unavailable

for  such  a  registration, on such other form as is available for  such  a

registration)  covering  the  resale of the  Registrable  Securities.   The

Registration Statement (and each amendment or supplement thereto) shall  be

provided  to  the  Buyer and its counsel no later than five  business  days

prior  to  its filing or other submission, and shall be subject to approval

by  Buyer  and  its  counsel  within such five business  day  period,  such

approval  not  to  be  unreasonably withheld.  The  Company  will  use  its

reasonable efforts to cause such Registration Statement to become effective

as  promptly  as practicable but not later than 180 days after Closing,  as

defined   in  the  Securities  Purchase  Agreement  (the  "Effective   Date

Deadline")). The Company shall notify the Investor in writing by  facsimile

transmission  or  email notice that such Registration  Statement  has  been

declared effective by the SEC promptly following the Company becoming aware

of such declaration by the SEC.



            b.    Registration  Default.   If  the  Registration  Statement

covering  the  Registrable Securities required to be filed by  the  Company

pursuant  to  Section 2.a. is not declared effective  by  the  SEC  by  the

Effective  Date Deadline, then the Company shall make the payments  to  the

Investor as provided in the next sentence as liquidated damages and not  as

a  penalty.  The amount to be paid by the Company to the Investor shall  be

determined as of each Computation Date (as defined below), and such  amount

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