December 4, 2002
Xx. Xxxxxx X. Xxxxxx
President
Galaxy Nutritional Foods, Inc.
0000 Xxxxxxxx Xxx
Xxxxxxx, XX 00000
Re: Special Services Agreement
Dear Xxxxxx:
This letter agreement supercedes the previous agreement dated October 24, 2002
between yourself and Galaxy Nutritional Foods (the "Company"). This is to
confirm that you have agreed to author a book promoting the Company's Veggie(R)
brand products and the "Veggiesizing(TM)" stealth/health diet. You have also
agreed to promote the book as needed while you are President and Vice-Chairman
of the Board of Directors of the Company and, in the event of a change of
control of the Company, would consider promoting book for additional
compensation.
For these special services, the Company agrees to issue you two non-qualified
option agreements to purchase up to 310,060 shares of the Company's common stock
at an exercise price of $2.05 and 200,000 shares of the Company's common stock
at an exercise price of $4.08. Both options will vest immediately.
This will also confirm that you are reserving the right to negotiate book sale
royalties, depending on the book's potential profit to the Company, which is at
this time unknown.
Sincerely, Agreed to and Accepted by:
/s/ Xxxxxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxxx, CFO Xxxxxx X. Xxxxxx, President
