<SEQUENCE>24

<FILENAME>ex1022-603.txt

<DESCRIPTION>MASTER DISTRIBUTION AND LICENSE AGREEMENT

<TEXT>

                 MASTER DISTRIBUTION AND LICENSE AGREEMENT

                 -----------------------------------------





This Agreement is effective as of May 22, 2003,



by and between



Galaxy Nutritional Foods, Inc., a corporation organized and existing  under

the  laws  of Delaware having its office at 2441 Viscount Row, Orlando  FL,

32809, U.S.A. (hereinafter "Galaxy") and Fromageries Bel S.A, a corporation

organized  and existing under the laws of France having its main office  at

16, Boulevard Malesherbes 75008, Paris, France (hereinafter "BEL"),



Whereas  Galaxy has developed a range of healthy cheese and  dairy  related

and  dairy  alternative  products and is the  exclusive  owner  of  certain

property rights, Know how (as hereinafter defined) and technology, relating

to  the manufacture, marketing and sale of these products and has the right

to grant license and distribution rights therefor.



Whereas BEL has developed an international range of cheese and other  dairy

products  and  desires to obtain an exclusive license from Galaxy   (i)  to

distribute and sell the Products (as hereinafter defined) in the  Territory

(as hereinafter defined) and (ii)  to manufacture the Products for sale  in

the Territory upon the exercise of an option to so manufacture.



Whereas  Galaxy has agreed to grant BEL the license for the use of  certain

related confidential information, Know how and technology, all for  use  in

the  sale,  distribution and manufacturing of the Products in the Territory

under and subject to the terms contained herein.



Whereas  Galaxy is willing to supply the Products to BEL and BEL is willing

to purchase the Products from Galaxy to the extent BEL is not manufacturing

such Products itself under the Manufacturing and License Agreement.



Whereas Galaxy is willing to appoint BEL its exclusive distributor  of  the

Products  in  the  Territory (as hereinafter defined) and  BEL  desires  to

market,  distribute  and sell directly or indirectly the  Products  in  the

Territory.



Whereas  Galaxy  desires  to grant to BEL and BEL desires  to  accept  from

Galaxy  an  option  to  manufacture  some  or  all  of  the  Products   for

distribution and sale in the Territory  under the Manufacturing and License

Agreement.



Now,  therefore,  in consideration of premises herein contained,  and  such

other  valuable  consideration, the receipt and  sufficiency  of  which  is

acknowledged by the parties, the parties hereto agree as follows:



1.  DEFINITIONS



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

respective meanings:



1.1Products

The term "Products" means all of  Galaxy's healthy cheese and dairy-related

and  dairy  alternative food products. A full listing of  Galaxy's  current

Products is provided in Exhibit 1 of this Agreement. The Products will also

include  some  or  all  of the healthy cheese and dairy-related  and  dairy

alternative food products developed by Galaxy after the execution  of  this

Agreement,  including  any  products, if  any,  specifically  developed  or

adapted for BEL, as mutually agreed by the parties. The parties acknowledge

and  agree that the Ultra Smoothie products made with Tropicana juices, and

other  products made by Galaxy under licenses of any third party shall  not

be included in Products.  Galaxy reserves the right to change or modify any

of  the  Products, and to discontinue the manufacturing of any Product  any

time  BEL is not ordering on the basis of the Minimum Production Quantities

from Galaxy as discussed in Exhibit 4 of this Agreement.



1.2.    Trademarks

The  term "Trademarks" means the trademarks,  brands names, service  marks,

trade  names,  trade dress and logos and all registrations related  thereto

owned by BEL under which the Products shall be marketed and distributed.



Galaxy's  logo "Galaxy Nutritional Foods Smart Choice Cheese Product"  (the

"Logo"), which represents the concept of "smart choice technology,"  is  to

be used on a principal display panel for all Products sold pursuant to this

Agreement.  This Logo  shall also be used and displayed on each  and  every

package  of  the Products according to the scheme set forth  in  Exhibit  2

attached hereto.



1.3.    Territory

The term "Territory" means

(i)      European  Union  states consisting of Austria,  Belgium,  Denmark,

   Finland,  France,  Germany,  Greece,  Ireland,  Italy,  Luxembourg,  the

   Netherlands, Portugal, Spain, Sweden, and the United Kingdom;



(ii)Other  European  countries  consisting  of  Albania,  Belarus,  Bosnia-

   Herzegovina,  Bulgaria,  Croatia, Republic of  Cyprus,  Czech  Republic,

   Estonia,  Hungary, Iceland, Latvia, Liechtenstein, Lithuania, Macedonia,

   Malta, Slovenia, Switzerland, Turkey, Ukraine, Yugoslavia, and Norway; and



(iii)     Microstates  and territories consisting of Andorra,  Monaco,  San

   Marino, Vatican, and Channel Islands CGB,



and  any  such  additional countries as may be agreed upon by both  parties

from  time  to  time, upon request of BEL. BEL will be invited  to  propose

additional  territorial rights, which proposal may be granted  in  Galaxy's

reasonable discretion, however; at this time, Galaxy is not granting to BEL

a  right  of  first  refusal  to sell Products in  any  country,  state  or

territory outside the territories noted in items (i), (ii) and (iii) above.



1.4.    Affiliate

The term "Affiliate: of, or a Person "Affiliated" with, a specified Person,

is   a   Person   that  directly,  or  indirectly  through  one   or   more

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