Registration Rights Agreement among

          BH Capital Investments, L.P., Excalibur Limited Partnership,

          and Galaxy Nutritional Foods, Inc., dated as of April 6, 2001





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                          REGISTRATION RIGHTS AGREEMENT



         REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April 6,

2001, by and among Galaxy Nutritional Foods, Inc., a Delaware corporation, with

headquarters located at 2441 Viscount Row, Orlando, Florida 32809 (the

"COMPANY"), and the undersigned investors (each, a "INVESTOR" and collectively,

the "Investors").



         WHEREAS:



         A.       In connection with the Series A Preferred Stock and Warrants

Purchase Agreement by and among the parties hereto 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 Investors (i)

Series A preferred stock (the "PREFERRED STOCK") convertible into shares of the

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

issued upon conversion of the Preferred Stock, the "CONVERSION SHARES") and (ii)

warrants ("WARRANTS") to purchase shares of Common Stock (as issued upon

exercise of the Warrants, the "WARRANT SHARES");



         B.       To induce the Investors to execute and deliver the 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

Investors hereby agree as follows:



         1.       DEFINITIONS.



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

following meanings:



                  a.       "INVESTOR" means an Investor, any permitted

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

Securities and to whom an Investor 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





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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 Conversion

Shares 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

conversion of Preferred Stock or exercise of Warrants.



                  e.       "REGISTRATION STATEMENT" means a registration

statement or registration statements of the Company filed under the 1933 Act.



2.       REGISTRATION.



         a.       Mandatory Registration. The Company shall prepare, and, as

soon as practicable, but in no event later than October 1, 2001 (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. 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 shall register for resale at least that

number of shares of Common Stock equal to the number of Registrable Securities

issued and issuable as of the date immediately preceding the date the

Registration Statement is initially filed with the SEC, assuming that the

Conversion Price (as defined in the Series A Certificate of Designations) were

to decline 50% from the lower of (a) the Conversion Price at the Closing and (b)

the closing bid price of the Common Stock as of the date two days preceding the

date the applicable Registration Statement is initially filed with the SEC (such

lower price shall hereafter be referred to as the "REGISTRATION SHARE NUMBER

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