EXHIBIT 10.14


                     ALLONGE TO SECOND AMENDED AND RESTATED
                             SECURED PROMISSORY NOTE


         This Allonge is attached to and made an integral part of that certain
Second Amended and Restated Secured Promissory Note (the "Note") dated July 12,
2001, in the original principal amount of $4,000,000 from GALAXY NUTRITIONAL
FOODS, INC., f/k/a Galaxy Foods Company, a Delaware corporation ("Maker"), in
favor of FINOVA Mezzanine Capital, Inc. ("Holder"). All terms used herein with
initial capital letters, to the extent not otherwise defined herein, shall have
the meanings given such terms in the Note. This Allonge is executed in
conjunction with that certain waiver letter effective as of the date hereof, by
and between Maker and Holder.

         The second paragraph of the Note is hereby amended and restated, in its
entirety, to read as follows:

                  Interest only on the outstanding principal balance hereof
         shall be due and payable monthly, in arrears, with the first
         installment being payable on the first (1st) day of September, 1999,
         and subsequent installments being payable on the first (1st) day of
         each succeeding month thereafter until October 15, 2002 (the "Maturity
         Date"), at which time the entire outstanding principal balance,
         together with all accrued and unpaid interest, shall be immediately due
         and payable in full. If all or any portion of any payment due is not
         actually received by Holder on the date such payment is due, Maker, at
         Holder's option, shall pay a late charge equal to 5% of the delinquent
         amount together with interest on such delinquent amount at the Default
         Rate (as hereinafter defined) from the date such payment is due to, and
         including, the date that the payment in full thereof is actually
         received by the Holder.

         Except as specifically provided herein, all terms and provisions of the
Note shall remain in full force and effect, and are hereby ratified and affirmed
by Maker.

         IN WITNESS WHEREOF, Maker has executed this Allonge effective as of
November 14, 2001, for attachment to the Note.

                                  GALAXY NUTRITIONAL FOODS, INC., f/k/a Galaxy
                                  Foods Company, a Delaware corporation

                                  By:  /s/ Angelo S. Morini
                                  Name:   Angelo S. Morini
                                  Title:  Chairman, President & CEO