Registration Rights Agreement among Registrant,

         Stonestreet Limited Partnership, Excalibur Limited Partnership,

               Stonestreet Corporation and H&H Securities Limited,

                               dated June 28, 2002





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                          REGISTRATION RIGHTS AGREEMENT



     This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"),  is made and entered

into as of June 28,  2002,  by and  among  Galaxy  Nutritional  Foods,  Inc.,  a

Delaware  corporation,  with headquarters located at 2441 Viscount Row, Orlando,

Florida  32809  (the  "COMPANY"),  Stonestreet  Limited  Partnership  ("BUYER"),

Excalibur Limited Partnership ("EXCALIBUR"), and Stonestreet Corporation and H&H

Securities Limited (each a "FINDER" and together, the "Finders").



     WHEREAS:



     A. In connection with the Common Stock and Warrants  Purchase  Agreement by

and  between  the Company  and the Buyer of even date  herewith  (the  "PURCHASE

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

conditions of the Purchase Agreement,  to issue and sell to the Buyer (i) shares

(the "COMMON Shares") of the Company's  common stock,  $0.01 par value per share

(the "COMMON  STOCK"),  and (ii) warrants (the "WARRANTS") to purchase shares of

Common Stock (as issued upon exercise of the Warrants, the "WARRANT SHARES"), as

set forth on the Schedule of Investors attached hereto;



     B. In connection  with the Company's  issuance to Excalibur of that certain

Promissory Note dated June 26, 2002 (the "BRIDGE  NOTE"),  the Company issued to

Excalibur a warrant (the "BRIDGE  WARRANT") to purchase  30,000 shares of Common

Stock (as issued upon exercise of such warrant,  the ("BRIDGE SHARES")),  as set

forth on the Schedule of Investors attached hereto;



     C.  As  payment  of  fees  owed  to the  Finders  in  connection  with  the

transactions  contemplated under the Purchase Agreement,  the Company has agreed

to (i)  issue to H&H  Securities  Limited  the H&H  Shares  (as  defined  in the

Purchase Agreement),  and (ii) issue to Stonestreet  Corporation the Stonestreet

Shares (as defined in the Purchase  Agreement),  as set forth on the Schedule of

Investors attached hereto; and



     D. To induce the Buyer to execute and deliver the Purchase Agreement and to

induce  Excalibur to loan the funds  represented by the Bridge Note, 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, Buyer, Excalibur and

the Finders hereby agree as follows:



     1.   DEFINITIONS.

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

meanings:



     a. "INVESTOR" means Buyer,  Excalibur or a Finder, any permitted transferee

or assignee  thereof who purchases at least $150,000 of  Registrable  Securities

and to whom Buyer, Excalibur or a Finder assigns its rights under this Agreement

and who agrees to become bound by the provisions of this Agreement in accordance

with  Section 9 and any  permitted  transferee  or  assignee  thereof  to whom a

transferee or assignee assigns its rights under this Agreement and who agrees to

become bound by the provisions of this Agreement in accordance with Section 9.



     b.  "PERSON"  means  a  corporation,   a  limited  liability  company,   an

association,  a partnership,  an  organization,  a business,  an  individual,  a

governmental or political subdivision thereof or a governmental agency.



     c. "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer to a registration

effected by preparing and filing one or more Registration Statements (as defined

below) 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(s)  by  the  United  States   Securities  and  Exchange

Commission (the "SEC").



     d. "REGISTRABLE SECURITIES" means (i) the Common Shares, the Bridge Shares,

the H&H Shares,  the Stonestreet  Shares,  any shares  issuable  pursuant to the

antidilution  provisions  of the  Purchase  Agreement,  and the Warrant  Shares,

whether  issued or  issuable  and (ii) any  shares of  capital  stock  issued or

issuable  with respect to the  foregoing  as a result of any stock split,  stock

dividend, recapitalization,  anti-dilution adjustment, exchange or similar event

or otherwise, without regard to any limitation on exercise of the Warrants.



     e. "REGISTRATION  STATEMENT" means a registration statement or registration

statements  of the  Company  filed  under the 1933 Act in which any  Registrable

Securities are included.



     2.   REGISTRATION.

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     a.  MANDATORY  REGISTRATION.  The Company  shall  prepare,  and, as soon as

practicable,  but in no event  later than July 30, 2002 (the  "SCHEDULED  FILING

DATE"),  file with the SEC a Registration  Statement or Registration  Statements

(as is  necessary)  on Form S-3  covering  the resale of all of the  Registrable

Securities;  provided, however, the Company may extend the Scheduled Filing Date

for up to 30 days in order to  accommodate  its further  financing  plans and to

include selling stockholders from such financing in the Registration  Statement.

In the event that Form S-3 is unavailable  for such  registrations,  the Company

shall use such other form as is available for such registrations, subject to the

provisions of Section 2.e. Any Registration  Statement  prepared pursuant hereto

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