Registration Rights Agreement, between Hare & Co. f/b/o

                John Hancock Small Cap Value Fund and Registrant,

                         dated as of September 24, 2001







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                          REGISTRATION RIGHTS AGREEMENT



         REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of September

24, 2001 and between GALAXY NUTRITIONAL FOODS, INC., a Delaware corporation,

with headquarters located at 2441 Viscount Road, Orlando, Florida 32809 (the

"COMPANY"), and HARE & CO. F/B/O JOHN HANCOCK SMALL CAP VALUE FUND, a

Massachusetts Business Trust (the "BUYER").



         WHEREAS:



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

                  Company's Common Stock, par value $.01 per share (the "COMMON

                  STOCK") and (ii) to issue and sell to the Buyer a warrant to

                  purchase shares of the Company's Common Stock (the "COMMON

                  SHARES").



         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 Common

Shares and Warrant Shares (as defined herein).





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                           (iv)     "REGISTRATION PERIOD" means the period

commencing 91 days after the date on which any Registration Statement filed

pursuant to the Series A Preferred Registration Rights Agreement is declared

effective by the SEC and expiring on the date that (i) the Investor may sell all

the Registrable Securities without restriction pursuant to Rule 144(k)

promulgated under the 1933 Act, or (ii) the Investor has sold all the

Registrable Securities.



                           (v)      "REGISTRATION STATEMENT" means a

registration statement of the Company under the 1933 Act.



                           (vi)     "SERIES A PREFERRED REGISTRATION RIGHTS

AGREEMENT" means that registration rights agreement dated April 6, 2001 by and

among the Company and the investors signatory thereto.



                           (vii)    "WARRANT SHARES" mean those shares of Common

Stock issued upon exercise of the Warrant.



                  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 within 30 days of the

                  Closing Date. The Registration Statement (and each amendment

                  or supplement thereto, and each request for acceleration of

                  effectiveness thereof) shall be provided to and approved by

                  the Buyer and its counsel prior to its filing or other

                  submission, such approval not to be unreasonably withheld. The

                  Company will use its reasonable efforts to cause such

                  Registration Statement to become effective within thirty (30)

                  days of filing.



                  b.       Piggy-Back Registrations. If at any time during the

                  Registration Period the Company shall file with the SEC a

                  Registration Statement relating to an offering for its own

                  account or the account of others under the 1933 Act of any of

                  its equity securities (other than on Form S-4 or Form S-8 or

                  their then equivalents relating to equity securities to be

                  issued solely in connection with any acquisition of any entity

                  or business or equity securities issuable in connection with

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