Stock Pledge And Security Agreement

Stock Pledge and Security Agreement



	
	Exhibit 10.85   Stock Pledge and Security Agreement dated as of October
11, 1995, by and between Galaxy Foods Company and Angelo S. Morini


               		STOCK PLEDGE AND SECURITY AGREEMENT

		THIS STOCK PLEDGE AND SECURITY AGREEMENT (the 
"Agreement"), is made and entered into as of the 11th day of 
October, 1995, by and between ANGELO S. MORINI ("Debtor") and 
GALAXY FOODS COMPANY, a Delaware corporation ("Secured Party").

	W I T N E S S E T H:

		This Agreement is made and entered into under the 
following circumstances:

8.      Pursuant to that certain Employment Agreement dated 
as of October 11, 1995, by and between Secured Party and Debtor, 
Secured Party granted to Debtor the right to purchase from Secured 
Party (the "Purchase Right") certain shares of the Common Stock of 
Secured Party (the "Shares").

9.      Debtor has elected to exercise a portion of his 
Purchase Right with respect to Eighteen Million (18,000,000) of the 
Shares and, in order to evidence the payment of the purchase price 
for the Shares obtained pursuant to such election, Debtor has 
executed in favor of Secured Party a Promissory Note in the 
original principal amount of Eleven Million Five Hundred Seventy-
two Thousand Two Hundred and 00/100 Dollars ($11,572,200.00) (the 
"Note"), in order to evidence the consideration for the issuance of 
the Shares.

10.     Secured Party has required the execution and 
delivery of this Agreement to provide security for the obligations 
of Debtor under the Note.

		NOW, THEREFORE, in consideration of the foregoing 
premises, and other good and valuable consideration, the receipt 
and adequacy of which are hereby acknowledged, the parties agree as 
follows:



11.     Pledge of Shares.  Debtor hereby pledges its 
interest in the Shares as security for the payment of all amounts 
required to be paid to Secured Party in accordance with the Note 
and performance of all obligations of Debtor under the Note and 
this Agreement.  Secured Party shall have (and is hereby granted) a 
security interest in the Shares (and the related certificates 
evidencing such Shares) and all proceeds thereof and accessions 
thereto, including, without limitation, all additional Shares 
acquired by Debtor under the terms hereof (collectively, the 
"Collateral") in order to secure the obligations of Debtor under 
the Note and this Agreement.  Simultaneously herewith, Debtor has 
delivered to Secured Party the Shares, together with one or more 
stock powers, duly endorsed in blank, to hold and administer 
according to the terms hereof.

12.     Ownership Rights.  Unless a default has occurred 
under the Note or this Agreement, Debtor shall have and enjoy all 
rights and attributes relating to the pledged Shares delivered 
hereunder, including, without limitation, all voting rights and 
rights to dividends and other distributions in respect thereof.

13.     Adjustments.  In the event that, during the term of 
this Agreement, any share dividend, reclassification, readjustment, 
or other change is declared or made in the capital structure of 
Debtor, all new, substituted, and additional shares, options or 
other securities issued with respect to the pledged Collateral by 
reason of any such change shall be delivered to and held by Secured 
Party under the terms of this Agreement in the same manner as the 
Collateral originally pledged hereunder.

14.     Warrants and Rights.  In the event that during the 
term of this Agreement, subscription warrants or any other rights 
or options shall be issued to or for the benefit of Debtor or 
otherwise with respect to the Collateral, such warrants, rights and 
options shall be immediately assigned and delivered by Debtor to or 
retained by Secured Party, as the case may be, to secure the 
obligations of Debtor under the Note and this Agreement.

15.     Events of Default; Secured Party's Remedies.  In 
the event Debtor shall, following the date hereof, (a) fail to pay 
to Secured Party any amount to become due as required to be paid by 
the Note, or (b) default in any of its obligations under any of the 
terms of the Note or this Agreement (each of the foregoing being an 
"Event of Default"), upon the failure by Debtor to cure said 
default within fifteen (15) days after receipt of written notice 
thereof from Secured Party, Secured Party shall have the rights and 
remedies provided in the Florida Uniform Commercial Code in effect 
on the date of this Agreement (the "Code") and may (i) sell any 
such Collateral in any manner provided under the Code, and the 
proceeds of any such sale shall be applied first to the expenses of 
such sale (including, but not limited to, reasonable attorneys' 
fees incurred by Secured Party in connection with any such default 
by Debtor), second to all amounts (interest first and then 
principal) outstanding under the Note, and the balance, if any, 
shall be paid to Debtor; or (ii) retain the Shares in satisfaction 
of the unpaid indebtedness represented by the Note in accordance 
with any provisions of the Code which allow such retention.

		No delay or omission on the part of Secured Party in 
exercising any right granted hereunder shall operate as a waiver of 
such right or any other right.  A waiver on any one occasion by 
Secured Party shall not be construed as a bar to or waiver of any 
right on any future occasion.  All rights and remedies of Secured 
Party, whether granted herein or by the Note, shall be cumulative 
and may be exercised separately or concurrently.

16.     Termination of Pledge; Release of Shares.  The 
pledge created hereby shall terminate upon the payment in full of 
the Note and performance of all of Debtor's obligations under the 
Note and this Agreement.  Upon termination of the pledge created 
hereby arising from such full payment and satisfaction of 
obligations, Secured Party shall release its security interest in 
the Collateral and shall release to Debtor the certificates and 
stock powers relating thereto, and any other Collateral remaining 
in Secured Party's possession.

17.     Amendment.  This Agreement may be amended at any 
time by a writing which refers to this Agreement and is executed by 
each of the parties hereto.

18.     Complete Agreement.  Except as expressly set forth 
herein or in an instrument in writing signed by the party to be 
bound thereby which makes specific reference to this Agreement, 
this Agreement sets forth the entire understanding of the parties 
hereto concerning the subject matter hereof, and supersedes all 
prior contracts, arrangements, communications, discussions, 
representations and warranties, whether oral or written, among the 
parties relating to the subject matter of this Agreement.



19.     Notices.  All notices, requests, consents, and 
other communications hereunder shall be in writing, shall be deemed 
to have been duly given when received, if personally delivered, and 
when mailed, if mailed by U.S. Certified or Registered Mail, 
postage prepaid, and addressed as follows:

	If to Debtor:                   ANGELO S. MORINI
						2441 Viscount Row
						Orlando, Florida  32809

	If to Secured Party:    GALAXY FOODS COMPANY
						2441 Viscount Row
						Orlando, Florida 32809

or to such other address or addresses as the party addressed may 
from time to time designate to the others in writing.

20.     Governing Law.  This Agreement shall in all 
respects be interpreted, governed by, and construed in accordance 
with the laws of the state of Florida.

21.     Severability.  Each Section, subsection, and lesser 
section of this Agreement constitutes a separate and distinct 
undertaking, covenant, or provision hereof.  In the event that any 
provision of this Agreement shall finally be determined to be 
unlawful, such provision shall be deemed limited by construction in 
scope and effect to the minimum extent necessary to render the same 
valid and enforceable, and, if such a limiting construction is not 
possible, any such provision shall be deemed severed from this 
Agreement, but every other provision of this Agreement shall remain 
in full force and effect.

22.     Third Parties.  Nothing expressed or implied in 
this Agreement is intended, or shall be construed, to confer upon 
or give any other person or entity other than the parties hereto 
any rights or remedies under or by reason of this Agreement.

23.     Headings.  The headings in this Agreement are 
intended solely for convenience of reference and shall not be given 
any effect in the construction or interpretation of this Agreement.

24.     Counterparts.  This Agreement may be executed and 
delivered in two or more counterparts, each of which shall be 
deemed an original but all of which shall constitute one and the 
same Agreement.



		IN WITNESS WHEREOF, the undersigned have hereunto set 
their hands on the date first written above.

							"Debtor"


s/Samuel E. Chambers, II                        s/Angelo S. Morini             
Witness                                         ANGELO S. MORINI, individually

s/Christine L. Carlile          
Witness


							"Secured Party"

							GALAXY FOODS COMPANY, a
							Delaware corporation


s/Christine L. Carlile                          By:  s/Samuel E. Chambers, II  
Witness                                							Name:  Samuel E. Chambers, II
s/Christine L. Carlile                       Title:  Chief Financial Officer
Witness