Amendment to Supply Agreement between Galaxy Nutritional Foods and Schreiber Foods, Inc. (November 2006)

Summary

This document modifies the existing Supply Agreement between Galaxy Nutritional Foods and Schreiber Foods, Inc., originally dated June 30, 2005. The amendment changes the timeframe for measuring product volume for penalty purposes from the second to the fifth year of the contract and reduces the base volume commitment by excluding certain blocks to be further processed. These changes are intended to ease financial pressure on Galaxy Nutritional Foods due to lower-than-expected volumes. Both parties have agreed to these modifications.

EX-10.39 2 v057574_ex10-39.txt EXHIBIT 10-39 [Schreiber Logo] November 3, 2006 David Lipka 19 Oakwood Circle Roslyn, NY 11576 Dear David: Please accept the following modifications to the Supply Agreement between Galaxy Nutritional Foods and Schreiber Foods, Inc., dated June 30, 2005. Current: The Supply Agreement has a volume penalty clause for volume below a certain level. The timeframe for the measurement of volume is the second year of the contract with the opportunity to recover any loss volume in year three without penalty. Modification: The timeframe for measurement of volume will be the fifth year of the Supply Agreement. Current: The Supply Agreement sets the base level for the volume commitment at *** pounds. This amount includes blocks to be further processed as well as all product produced for immediate sale. Modification: The base level will be reduced by the volume of blocks to be further processed (*** pounds). Thus, the base level will be set at *** pounds (*** minus *** pounds). David, I recognize that there are circumstances which have caused the volume to be below our respective expectations. I hope that these modifications provide you relief from the financial burden of this reduced volume. We remain hopeful that with your new marketing strategy volume can grow to the previously expected level. We are committed to the success of Galaxy and to continuing to strengthen the partnership between Galaxy Nutritional Foods and Schreiber Foods, Inc. Best regards, /s/ Ronald J. Dunford Ronald J. Dunford President & COO Schreiber Operations Acknowledged and agreed to this 9th day of November, 2006 /s/ David H. Lipka David H. Lipka Chairman Galaxy Nutritional Foods, Inc. *** Indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.