Promissory Note

Promissory Note

	Exhibit 10.84   Balloon Promissory Note dated as of October 11, 1995, by
Angelo S. Morini in favor of Galaxy Foods Company

                         				PROMISSORY NOTE

								Effective October 11, 1995
$11,572,200.00                                       Los Angeles, California

	FOR VALUE RECEIVED, Angelo S. Morini ("Maker"), whose address 
is 2441 Viscount Row, Orlando, Florida 32809, promises to pay to 
GALAXY FOODS COMPANY, a Delaware corporation ("Lender"), whose 
address is 2441 Viscount Row, Orlando, Florida 32809, the principal 
sum of Eleven Million Five Hundred Seventy-two Thousand Two Hundred 
and 00/100 Dollars ($11,572,200.00) in lawful money of the United 
States, together with interest thereon at the rate of seven percent 
(7%) per annum as follows:

	On the fifth anniversary of the date of this Note or 
such earlier date as Lender may declare upon default and 
acceleration as herein contemplated (the "Maturity 
Date"), the entire outstanding principal balance of this 
Note and all accrued but unpaid interest thereon, shall 
be due and payable in full.

	The principal and any interest shall be payable at such place 
outside the state of Florida as Lender, from time to time, may 
designate in writing.

	Maker shall have the right to prepay this Note, in whole or in 
part, at any time without penalty, provided that any partial 
prepayment shall be applied first to accrued but unpaid interest 
and then to principal.

	It is further understood that should Maker fail to make any 
payment due hereunder within fifteen (15) days after the date on 
which it shall fall due, or if there should be a default under the 
Pledge Agreement (as defined hereinbelow) which secures this Note, 
which default is not cured within any applicable cure period, this 
Note shall be in default and Lender may at its option declare 
immediately due and payable the entire unpaid balance of principal 
and interest hereunder, and payment thereof may be enforced and 
recovered in whole or in part at any time by one or more of the 
remedies provided to Lender in this Note or by law.  In such case, 
Lender may also recover all costs of suit and other expenses in 
connection therewith, together with a reasonable attorneys' fee for 
collection, together with interest on any judgment obtained by 
Lender at the lower of (i) eighteen percent (18%) per annum, or 
(ii) the maximum legal rate (as defined below) by applicable law, 
including interest at that rate from and after the date of any 
execution, judicial or foreclosure sale until actual payment is 
made to Lender of the full amount due Lender.

	If any provision of this Note is held to be invalid or 
unenforceable by a court of competent jurisdiction, the other 
provisions of this Note shall remain in full force and effect and 
shall be liberally construed in favor of Lender in order to effect 
the provisions of this Note.  In no event shall the rate of 
interest payable hereunder exceed the maximum rate of interest 
permitted to be charged by applicable law (including the choice of 
law rules) (hereinafter the "Maximum Legal Rate") and any interest 
paid in excess of the permitted rate shall be refunded to Maker.  
Such refund shall be made by application of the excessive amount of 
interest paid against any sums outstanding and shall be applied in 
such order as Lender may determine.  If the excessive amount of 
interest paid exceeds the sums outstanding, the portion exceeding 
the said sums outstanding shall be refunded in cash by Lender.  Any 
such crediting or refund shall not cure or waive any default by 
Maker hereunder.  Maker agrees, however, that in determining 
whether or not any interest payable under this Note exceeds the 
highest rate permitted by law, any non-principal payment, 
including, without limitation, prepayment fees and late charges, 
shall be deemed to the extent permitted by law, to be an expense, 
fee, premium or penalty rather than as interest.

	This instrument shall be governed by and construed according 
to the laws of the State of Florida.  Maker and Lender consent to 
the exclusive jurisdiction of the courts of the State of Florida 
and the federal courts located in Florida in any and all actions 
and proceedings, whether arising hereunder.     Maker and Lender 
agree that venue for any action brought by Lender under this Note 
shall be in Orange County, Florida.

	Whenever used, the singular number shall include the plural, 
the plural the singular, the use of any gender shall be applicable 
to all genders, and the words "Lender" and "Maker" shall be deemed 
to include the respective heirs, personal representatives, 
successors and assigns of Lender and Maker.

	This Note is secured by a Stock Pledge and Security Agreement 
by and between Lender and Maker of even date herewith (the "Pledge 
Agreement"), which governs the rights of the parties in connection 
with collateral pledged to secure obligations hereunder (the 
"Collateral"), and which allows Lender further rights, including 
acceleration of the Maturity Date, upon the occurrence of a default 

	This Note may not be amended or modified, nor shall any waiver 
of any provision hereof be effective, except by an instrument in 
writing executed by Maker and Lender.

	Maker, intending to be legally bound hereby, has caused this 
Note to be executed as of the day and year first above written.


							s\Angelo S. Morini    
							Angelo S. Morini

							Executed on October 11, 1995