Employment Agreement

Employment Agreement

by Fresh Juice Co Inc
April 11th, 1996

   1
                                                                     EXHIBIT 10d

                                                                   Draft 3/31/96



                              EMPLOYMENT AGREEMENT

                          AGREEMENT made this 31st day of March, 1996 by and
between Steven Smith residing at Five Lawson Lane, Great Neck, New York 11023
(the "Employee") and The Fresh Juice Company, Inc., a Delaware corporation
whose address is 350 Northern Boulevard, Great Neck, NY 11021 (the "Employer").

                                  WITNESSETH:

                          WHEREAS, Smith is presently employed as the
President, Chief Executive Officer and general manager of the Employer,
pursuant to that certain Employment Agreement dated October 5, 1986 between the
Employee and the Employer as amended by Employment Agreement between the
Employee and Employer dated August 17, 1994 (together, the "Old Employment
Agreement"); and

                          WHEREAS, it has been agreed between the Employee and
Employer that they desire to amend and supersede the terms and conditions of
the Employee's employment with the Employer as set forth in the Old Employment
Agreement and enter into this new employment agreement pursuant to which, among
other things, the Employee will no longer serve as the Employer's Chief
Executive Officer and general manager, but shall continue to be employed as the
Employer's President, Assistant Secretary and Co-Chairman of the Board upon the
terms and conditions set forth herein.

                          NOW, THEREFORE AND in consideration of the premises
and mutual covenants herein contained, it is agreed between the Employee and
the Employer as follows:
   2
                          1.      Employment.  (a)  The Employer hereby agrees
to employ the Employee for the term of this Agreement, commencing as of the
date hereof, as the President, Assistant Secretary and Co-Chairman of the
Board.  The Employee also agrees to serve as a director of the Employer and any
direct or indirect Subsidiary thereof, if elected.

                          2.      Duties.  (a)  The Employee shall perform the
duties and functions customarily incident to the position of President,
Assistant Secretary and Co-Chairman of the Board of a corporation, and such
other duties incidental thereto and consistent therewith as may, from time to
time be assigned to him by the Board of Directors.  As the President of the
Employer the Employee shall, subject to the directives of the Board of
Directors, have such powers and duties as the Board of Directors of the Company
shall assign or vest in him at any time and from time to time; it being
understood that the Employee shall exercise such powers and perform such duties
commensurate with such position and consistent with the powers and duties
normally associated with such position and title at comparable publicly-held
companies, including, but not limited to, the power to execute checks on behalf
of the Employer and its Subsidiaries provided, however, that the powers and
duties of the Employee hereunder or otherwise in connection with the operations
of the Employer shall be subordinate to and shall not be in contravention of
the powers, duties and directives of the Employer's Chief Executive Officer.

                          (b)     The Employee's services hereunder may be
rendered at the Employer's principal executive offices in New Jersey, the
offices of the Employer's Subsidiaries in Florida or such other
   3
place as the parties may agree to at any time and from time to time or such
other location as the Employee shall be fully capable of performing his duties
and obligations hereunder.  It is understood and agreed, however, that during
the term the Employee's duties may require reasonable periods of travel from
time to time as the Employer may reasonably request.

                          3.      Other Business Interests.  The Employee
agrees, during the term of this Agreement, to use his best efforts to promote
the interests and welfare of the Employer and to devote such time to his
employment as shall be necessary to enable him properly to perform his duties
hereunder.  The Employee further agrees that unless otherwise approved by the
Board of Directors of the Company, the Employee shall work a minimum of 1,000
hours per year.  Notwithstanding the foregoing, however, the Employer
acknowledges and understands that the Employee has or may have other business
interests and is or may become an officer and director of other corporations
and that the Employee will be required to devote some portion of his time to
his other business interests.  The Employer agrees that the Employee may so do,
and that he may be an officer and director of the corporations in which the
Employee has or may in the future obtain an interest.  The Employer
acknowledges that any services performed by the Employee for such other
business entities in which he has or may obtain an interest, may occupy a
significant portion of the Employee's business time and will be rendered at
such times and in such manner as the Employee shall deem appropriate so long as
same does not unreasonably interfere with the performance of his duties and
   4
obligations to the Employer.  Under no circumstances shall the rendering of any
services to such other business entities form the basis for any breach by the
Employee of his duties and obligations hereunder or a basis for the termination
by the Employer of the Employee's employment hereunder so long as the Employee
is in compliance with his obligations to the Employer hereunder.

                          4.      Salary.  The Employee shall be paid, as base
compensation for the services rendered by him to the Employer, a salary in the
amount of $360,000 per annum (the "annual base compensation"), payable weekly
or in such other manner as shall be determined by the Employer, plus an annual
bonus, which bonus, if any, shall be determined by the Board of Directors.

                          The annual base compensation of the Employee, as
adjusted each year in accordance with the further provisions of this paragraph,
shall be increased each year, commencing with the year beginning April 1, 1997,
by an amount equal to, the percentage increase in the Consumer Price Index for
Urban Wage Earners and Clerical Workers (New York, N.Y.--Northern N.J. -- all
items in 1967=100) as periodically published by the Board of Labor Statistics
of the U.S. Department of Labor, in March of each year that this Agreement
continues in force and effect, over the said Index for the
   5
month of March in the preceding year, times the base compensation.  For
example, if the said Index for the month of March, 1997 has increased by 5%
over the said Index for the month of March 1996, the Employee's annual base
compensation for the year commending April 1, 1997, shall be increased by
$18,000 (i.e., 5% of $360,000) to the amount of $378,000.  If the said Index
for the month of March 1998 has increased by 5% over the said Index for the
month of March 1997, the Employee's base compensation for the year commencing
April 1, 1998 shall be increased by $18,900 (i.e., 5% of $378,000, to the
amount of $396,900).  If the said Index or its publication shall be
discontinued and no comparable Index shall be published in place thereof, the
Employer and Employee shall endeavor to agree upon a substitute Index or
formula which then reflects the relative comparable value of the dollar; and if
they do not agree upon such substitution, then the question of a substituted
Index or formula shall be submitted to arbitration in accordance with the
arbitration provisions of this Agreement.

                          5.      Salary Increases; Bonuses.  It is understood
and agreed that the Employee's agreement to accept the foregoing base
compensation for his services to the Employer during the term of this Agreement
shall not prohibit, limit or restrict the Board of Directors of the Employer,
from increasing the Employee's compensation or from paying the Employee any
bonuses during the term of this Agreement, if the directors deem same
appropriate in light of the services rendered by the Employee, the business
done by the Employer, the results of operations of the Employer, and such other
factors as the Board of Directors, in their discretion, may deem relevant.
Notwithstanding anything herein to the contrary, the aggregate amount of salary
and bonuses paid to the Employee by the Employer shall not be lower than the
aggregate amount of salary and bonuses paid to the Employer's most highly
compensated executive officer (other than the Employee), inclusive of any
amount paid to such executive officer's family members.
   6
                          6.      Lump Sum Payment.  (a)  If, in the absence of
a "Change in Control" (as defined in Section 15 hereof), the Employer
terminates this Agreement for reasons other than those specified in Section 16
hereof or the Employer determines not to renew the Employee's employment under
the same or similar terms as this Agreement (the "Nonrenewal of this
Agreement") and the termination or nonrenewal occurs neither after a Change in
Control nor in connection with a Change in Control, then the Employee shall be
entitled to receive, in addition to any compensation to which he is entitled
pursuant to Sections 4 and 5 hereof through the date of termination, a lump sum
payment (the "Lump Sum Payment") in an amount equal to (i) the highest sum of
the Employee's annual salary and bonus during any one year period of the term
of this Agreement or any one year during any renewal period, as the case may
be, plus (ii) his full base salary (as specified in Section 4 hereof) for the
remainder of the term of this Agreement or any renewal period, as the case may
be, at the rate in effect on the date of termination, plus all other amounts to
which he is entitled under any compensation plan of the Employer on the date of
termination. The Employee shall be entitled to receive the Lump Sum Payment
within ten (10) days following (i) the termination date, or (ii) the end of the
term of this Agreement or any renewal period, as the case may be, in the event
of such Nonrenewal of this Agreement by the Employer.  Any amounts which the
Employee may earn should he seek other employment shall not be offset against
the amount of the continuing salary or Lump Sum Payment to which he is entitled
to otherwise receive hereunder.  In addition, the Employee shall not
   7
be obligated to seek any such other employment to mitigate any payments he is
entitled to receive pursuant to this Agreement.  Subject to Section 15 hereof,
the Employee shall not be entitled to receive continuing salary payments or the
Lump Sum Payment in the event that he, not the Employer, determines not to
renew this Agreement at the end of the term hereof, or any renewal period, as
the case may be.

                          (b)     Further, the termination, as described in
Section 6(a) above, or the Nonrenewal of this Agreement will entitle the
Employee to continued benefits coverage provided for hereunder for twelve (12)
months from the date of termination or the end of the term of this Agreement or
any renewal period, as the case may be. In addition, the Employer will provide
the Employee, at the Employer's expense, with counseling services of a mutually
acceptable outplacement firm for twelve (12) months from the date of
termination or the end of the term of this Agreement or any renewal period, as
the case may be, subject to the next to last sentence in this paragraph.  The
Employee will be permitted to use the same Employer's vehicle provided to him
pursuant to Section 7 below, for a period of twelve (12) months from the date
of termination or the end of the term of this Agreement or any renewal period,
as the case may be, subject to the following sentence.  The Employee agrees
that he will notify the Employer immediately upon obtaining other employment
and that his use of the outplacement services will cease immediately and use of
the Employer vehicle will cease on the first day of the following month.  The
Employee shall return the Employer's vehicle to the Employer, at the
   8
Employee's expense (or assume the monthly costs thereof in the case of a leased
vehicle), on or before the first day of such following month.

                          7.      Automobile.  The Employer shall provide the
Employee with the use of an automobile while he is employed by the Employer, of
such make and model as the Employee shall reasonably determine. The Employer
agrees to pay all costs of operating, maintaining, servicing, repairing,
insuring and garaging said automobile along with the costs of any car phone
which the Employee has or elects to have installed in such automobile.  In the
event this Agreement continues beyond the initial three-year term, the Employer
shall provide the Employee with a new automobile every three years while he is
employed by the Employer.

                          8.      Benefits.  (a) Commencing on the date hereof,
during the term hereof and any extension thereof, the Employee shall be
entitled to participate in and enjoy the benefits of any profit sharing, health
or other group insurance, retirement, pension or other similar plan or plans
which are in effect or may be instituted by the Employer for the benefit of its
executive officers or employees generally, upon such term as may be therein
provided.

                          9.      Vacation, Holidays and Personal Days.  (a)
The Employee shall receive a paid vacation of five weeks a year during the term
of this Agreement.  In the event there is any unused vacation time due to the
Employee upon termination of his employment with the Employer, he shall be paid
for such unused vacation time.  Unused vacation time shall not accrue from year
to
   9
year.
                          (b)     The Employee shall be entitled to as many
holidays and personal days as are in accordance with the Employer's policy then
in effect for its executive officers generally (but no less favorable than the
Employer's policy existing on the date hereof), upon such terms as may be
provided to all executive officers of the Employer generally.

                          10.     Expenses.  The Employer recognizes that the
Employee will incur expenses in connection with his duties hereunder and the
business of the Employer for items such as entertaining, travel, hotels, gifts
and similar items.  The Employer agrees to provide the Employee with a
corporate American Express Card in order to pay such expenses and to otherwise
reimburse the Employee for, all such expenses paid or incurred by him (and/or,
if requested by the Employee, to advance the Employee amounts required to cover
such expenses).

                          Notwithstanding the foregoing, the Employer further
recognizes that the Employee's local expenses and various miscellaneous
expenses paid by the Employee in connection with his duties hereunder and the
business of the Employer may be difficult to account for by the Employee.
Accordingly, it is agreed that the Employee shall be entitled to receive an
appropriate amount from the Employer, as determined by the Employer from time
to time, as reimbursement for local and miscellaneous expenses for which the
Employee shall not be required to account, not to be less than $500 or more
than $1,000 per month.  This shall be in addition to reimbursement for
travelling, entertainment, gifts and other items,
   10
for which the Employee is able to account.

                          11.     Disability.  In the event the Employee
becomes ill or disabled during the duration of this Agreement, so that he is
unable to perform his duties to the Employer hereunder, this Agreement shall
continue in full force and effect and the Employee's compensation and other
benefits required to be paid or maintained for the Employee by the Employer
shall continue to be paid and maintained by the Employer during the duration of
such illness or disability; provided, however, that in the event the Employee
is ill or disabled for a continuous period of more than one year during which
time he is unable to perform his duties to the Employer hereunder, the Employer
shall have the right, at its option, at any time during the continuance of said
illness or disability after the said one-year period to terminate this
Agreement upon 60 days written notice to the Employee.  In such event, the
Employer shall continue to pay the Employee one-half of his annual base
compensation and shall continue to provide the other benefits required to be
maintained for the Employee hereunder for the shorter of (i) a period of three
years following the date of such termination of this Agreement or (ii) March
31, 2005.

                          12.     Other Benefits.  This Agreement shall not be
deemed to be in lieu of any rights, benefits or privileges to which the
Employee may be entitled as an employee of the Employer under any retirement,
pension, profit sharing, stock option, incentive or other bonus, life
insurance, disability insurance or other plan or plans which may be adopted by
the Employer, it being understood that the Employee shall have the same rights
and privileges to
   11
participate in such plans and benefits as any other employee of the Employer
during the duration of his employment.

                          13.     Term.  Subject to extensions and renewals
pursuant to Section 23 hereof, this Agreement shall continue in force and
effect for a period of three years from the date hereof.

                          14.     Change in Control; Potential Change in
Control.  (a) No benefits shall be payable pursuant to this Section 14 unless
the Employee is terminated following a change in control of the Employer (a
"Change in Control") or in connection with a Change in Control.  For purpose of
this Agreement, a Change in Control of the Employer shall be deemed to have
occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other
than a trustee or other fiduciary holding securities under an executive benefit
plan of the Employer or a corporation owned, directly or indirectly, by the
stockholders of the Employer in substantially the same proportions as their
ownership of stock of the Employer, becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Employer representing 25% or more of the combined voting power of the
Employer's then outstanding securities; provided, however, that a "Friendly
Change in Control" as defined below shall not be deemed a Change in Control; or
(ii) during any period of two consecutive years (not including any period prior
to the execution of this Agreement), individuals who at the beginning of such
period constitute the Board of Directors of the Employer and any new director
(other than a director designated by a person who has
   12
entered into an agreement with the Employer to effect a transaction described
in clauses (i) or (iii) of this subsection) whose election by the Board of
Directors of the Employer or nomination for election by the Employer's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof; or (iii) the
shareholders of the Employer approve a merger or consolidation of the Employer
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Employer outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 80% of the
combined voting power of the voting securities of the Employer or such
surviving entity outstanding immediately after such merger or consolidation, or
the shareholders of the Employer approve an agreement for the sale or
disposition by the Employer of all or substantially all of the Employer's
assets.

                          A "Friendly Change in Control" shall be deemed to
occur when (a) a Change in Control occurs and the Employee acts in conjunction
with other persons or entities and constitutes part of the "person" (as defined
above) which becomes the beneficial owner, directly or indirectly, of the
securities described in Section 15(a)(i), or acts in furtherance of the
objectives of such "person" or (b) the transactions contemplated in that
certain Merger Agreement among the Employer, The Fresh Juice Company of
Florida,
   13
Inc., Clear Springs Citrus, Inc., Brian Duffy and The Bogen Group, L.L.C. are
consummated.

                          (b)     For purposes of this Agreement, a "potential
change in control" of the Employer shall be deemed to have occurred if (i) the
Employer enters into an agreement, the consummation of which would result in
the occurrence of a Change in Control of the Employer; (ii) any person
(including the Employer) publicly announces an intention to take or to consider
taking actions which if consummated would constitute a Change in Control of the
Employer; (iii) any person, other than a trustee or other fiduciary holder
securities under an executive benefit plan of the Employer or a corporation
owned directly or indirectly, by the stockholders of the Employer in
substantially the same proportions as their ownership of stock of the company,
who is or becomes the beneficial owner, directly or indirectly, of securities
of the Employer representing 9.5% or more of the combined voting power of the
Employer's then outstanding securities, increases his beneficial ownership of
such securities by 5% or more over the percentage so owned by such person on
the date hereof; or (iv) the Board adopts a resolution to the effect that, for
purposes of this Agreement, a potential change in control of the Employer has
occurred.  The Employee agrees that, subject to the terms and conditions of
this Agreement, in the event of a potential change in control of the Employer,
he will remain in the employ of the Employer until the earliest of (i) the date
which is six (6) months from the occurrence of such potential change in control
of the Employer, (ii) the termination by the Employee of the Employee's
employment
   14
by reason of disability (as discussed in Section 11) or retirement (as
discussed in Section 17(b)), or (iii) the occurrence of a Change in Control of
the Employer.

                          15.     Termination Following Change in Control.  If
a Change in Control of the Employer shall have occurred prior to the
termination of the Employee's employment or the termination of the Employee's
employment is occurring in connection with a Change in Control of the Employer,
the Employee shall be entitled to the benefits provided in Section 16 hereof
upon the subsequent termination of his employment during the term of this
Agreement or any renewal period, as the case may be, unless such termination is
(i) because of the Employee's death or retirement (as described in Sections
17(a) and 17(b)), (ii) by the Employer for Cause (as defined in Section 17.4(c)
or disability (as discussed in Section 11(b), or (iii) by the Employee other
than for Good Reason (as defined below).

                          (a)     Good Reason.  In connection with a Change in
Control, the Employee shall be entitled to terminate his employment for Good
Reason and such termination by the Employee shall be deemed to be termination
of the Employee by the Employer.  For purposes of this Agreement, "Good Reason"
shall mean without the Employee's express written consent, the occurrence,
after a Change in Control of the Employer, of any of the following
circumstances, unless in the case of clauses (i), (v), (vi) or (vii) below,
such circumstances are fully corrected prior to the date of termination as
specified in the "Notice of Termination" required by subsection 15(b) hereto:
   15
                          (i)     the assignment to the Employee of any duties
                 inconsistent with the Employee's status as a senior executive
                 officer of the Employer or a substantial alteration in the
                 nature or status of the Employee's responsibilities from those
                 in effect immediately prior to a Change in Control of the
                 Employer;

                          (ii)    a reduction by the Employer in the Employee's
                 annual base salary as in effect on the date hereof or as the
                 same may be increased from time to time;

                          (iii)   a new Employer requirement is instituted
                 which requires the Employee to change his work location to a
                 location different from that before the Change in Control but
                 not including a requirement that the Employee travel on the
                 Employer's business to an extent substantially consistent with
                 his present business travel obligations;

                          (iv)    the failure by the Employer, without the
                 Employee's consent, to pay the Employee any portion of his
                 current compensation, or to pay to the Employee any portion of
                 an installment of deferred compensation under any deferred
                 compensation program of the Employer within seven (7) days of
                 the date such compensation is due;

                          (v)     the failure by the Employer to continue in
                 effect any compensation plan in which the Employee
                 participates immediately prior to the Change in Control of the
                 Company which is material to the Employee's total
                 compensation, or any substitute plans adopted prior to the
                 Change in Control, unless an equitable arrangement (embodied
                 in an on-going
   16
                 substitute or alternative plan) has been made with respect to
                 such plan in connection with the Change in Control of the
                 Employer, or the failure by the Employer to continue the
                 Employee's participation therein;

                          (vi)    the failure by the Employer to continue to
                 provide the Employee with benefits substantially similar to
                 those enjoyed by the Employee under any of the Employer's
                 pension, life insurance, medical, health and accident, or
                 disability plans in which the Employee was participating at
                 the time of a Change in Control of the Employer, the taking of
                 any action by the Employer which would directly or indirectly
                 materially reduce any of such benefits or deprive the Employee
                 of any such benefits or deprive the Employee of any material
                 fringe benefit enjoyed by the Employee at the time of the
                 Change in Control of the Employer, or the failure by the
                 Employer to provide the Employee with the number of paid
                 vacation days to which the Employee is entitled on the basis
                 of years of service with the Employer in accordance with the
                 Employer's normal vacation policy in effect at the time of the
                 Change in Control; or

                          (vii)   the failure of the Employer to obtain a
                 satisfactory agreement from any successor to assume and agree
                 to perform this Agreement, as contemplated in Section 18
                 hereof.

                          The Employee's right to terminate his employment
pursuant to this Subsection 15(a) shall not be affected by his incapacity due
to physical or mental illness.  The Employee's continued
   17
employment shall not constitute consent to, or a waiver of rights with respect
to, any circumstances constituting Good Reason hereunder.

                          (b)     Notice of Termination.  Any purported
termination by the Employer or by the Employee shall be communicated by written
notice of termination ("Notice of Termination") to the other party hereto in
accordance with Section 20 hereof and shall state the grounds for termination
and the effective date thereof.  Any purported termination of the Employee's
employment which is not effected pursuant to a Notice of Termination shall not
be effective in discharging the Employee.

                          16.     Compensation upon Termination.  (a)  If the
Employee's employment by the Employer shall be terminated following a Change in
Control of the Employer in connection with a Change in Control and such
termination is for reasons other than for Cause (as hereinafter defined),
retirement, death or disability or if the Employee is deemed terminated
pursuant to Section 15(a), then the Employee shall be entitled, at his
election, to the benefits provided below:

                          1.      The Employer shall continue to pay the
                 Employee, except as otherwise provided below, either (i) his
                 full base salary (as specified in Section 4 hereof) for the
                 remainder of the term of this Agreement or any renewal period,
                 as the case may be, at the rate in effect on the date of
                 termination, plus all other amounts to which he is entitled
                 under any compensation plan of the Employer on the date of
                 termination or (ii) a lump sum severance payment (the
                 "Severance Payment")
   18
                 equal to 2.99 times his "base amount", as defined in Section
                 280G of the Internal Revenue Code of 1986, as amended (the
                 "Code") and reduced as discussed below.  Such base amount
                 shall be determined in accordance with temporary or final
                 regulations, if any, promulgated under Section 280G of the
                 code and based upon the advice of the tax counsel referred to
                 in clause (2), below.  The Employee shall make his election by
                 written notice to the Employer within ten (10) business days
                 after he receives a Notice of Termination or, if the Employee
                 is terminating this Agreement for Good Reason, such election
                 shall be stated in his Notice of Termination to the Employer.

                          2.      The Severance Payment shall be reduced by the
                 amount of any other payment or the value of any benefit
                 received or to be received by the Employee in connection with
                 a Change in Control of the Employer or the Employee's
                 termination of employment (whether pursuant to the terms of
                 this Agreement, any other plan, agreement or arrangement with
                 the Employer, any person whose actions result in control, or
                 any person affiliated with the Employer or such person) unless
                 (i) the Employee shall have effectively waived his receipt or
                 enjoyment of such payment or benefit prior to the date of
                 payment of the Severance Payment, (ii) in the opinion of tax
                 counsel selected by the Employer's independent auditors and
                 acceptable to the Employee, such other payment or benefit does
                 not constitute a "parachute payment" within the meaning of
                 Section 280G(b)(2) of the Code, or (iii) in the opinion of
                 such tax counsel, the Severance Payment (in its full amount or
   19
                 as partially reduced under this clause 2, as the case may be)
                 plus all other payments or benefits which constitute
                 "parachute payments" within the meaning of Section 280G(b)(2)
                 of the Code are reasonable compensation for services actually
                 rendered, within the meaning of Section 280G(b)(4) of the Code
                 or are otherwise not subject to disallowance as a deduction by
                 reason of Section 280G of the Code.  The value of any non-cash
                 benefit or any deferred cash payment shall be determined by
                 the Employer's independent auditors in accordance with the
                 principles of Sections 280G(d)(3) and (4) of the Code.

                          3.      Except to the extent that such payments would
                 result (or, if paid after the Severance Payment, would have
                 resulted) under clause 2 above, in a reduction in the
                 Severance Payment, notwithstanding any provision of an
                 incentive plan, if any, the Employer shall pay to the Employee
                 a lump sum amount equal to the sum of (x) any incentive
                 compensation which has been allocated or awarded to him for a
                 fiscal year or other measuring period preceding the date of
                 termination but which has not yet been paid, and (y) all legal
                 fees and expenses incurred by the Employee as a result of such
                 termination (including all such fees and expenses, if any,
                 incurred in contesting or disputing any such termination or in
                 seeking to obtain or enforce any right or benefit provided by
                 this Agreement or in connection with any tax audit or
                 proceeding to the extent attributable to the application of
                 Section 4999 of the Code to any payment or benefit provided
                 hereunder), such payment to be made at the later of the times
                 provided in
   20
                 clause 4, below, or within five (5) days after the Employee's
                 request for payment accompanied with such evidence of fees and
                 expenses incurred as the Employer reasonably may require.

                          4.      The payments provided for in clauses 16(a)(1)
                 and 16(a)(3) above, shall (except as otherwise provided
                 therein) be made not later than the fifth day following the
                 date of termination; provided, however, that if the amounts of
                 such payments, and the limitation on such payments set forth
                 in clause 16(a)(2) above, cannot be finally determined on or
                 before such day, the Employer shall pay to the Employee on
                 such day an estimate, as determined in good faith by the
                 Employer, of the minimum amount of such payments and shall pay
                 the remainder of such payments (together with interest at the
                 rate provided in Section 1247(b)(2)(B) of the Code) as soon as
                 the amount thereof can be determined but in  no event later
                 than the thirtieth day after the date of termination.  In the
                 event that the amount of the estimated payments exceeds the
                 amount subsequently determined to have been due, such excess
                 shall constitute a loan by the Employer to the Employee,
                 payable on the fifth day after demand by the Employer
                 (together with interest at the rate provided in Section
                 1247(b)(2)(B) of the Code).

                          5.      The Employee shall not be required to
                 mitigate the amount of any payment provided for in this
                 Section 16 by seeking other employment or otherwise, nor shall
                 the amount of any payment or benefit provided for in this
                 Section 16 be reduced by any compensation earned by the
                 Employee as the
   21
                 result of employment by another employer, by retirement
                 benefits, by offset against any amount claimed to be owed by
                 the Employee to the Employer or otherwise.

                          17.     Termination.  This Agreement shall terminate
earlier than the stated term in the following circumstances:

                                  (a)      Death.  In the event of the
Employee's death during the term of this Agreement or any  renewal period, as
the case may be, this Agreement shall  terminate on the date of death.

                                  (b)      Retirement.  The Employee retires
voluntarily under the Employer's retirement plan.

                                  (c)      Cause.  The Employer may terminate
the Employee for Cause.  "Cause" shall mean termination upon (i) the willful
and continued failure by the Employee to perform substantially his duties with
the Employer (other than any such failure resulting from the Employee's
incapacity due to physical or mental illness or any such actual or anticipated
failure after the issuance of a Notice of Termination by the Employee for Good
Reason), 30 days after a written demand for substantial performance is
delivered to the Employee by the Board of Directors which specifically
identifies the manner in which the Board of Directors believes that the
Employee has not substantially performed his duties, or (ii) the conviction of
the Employee of any felony or a crime involving larceny.  For purposes of this
Section 17(c), no act, or failure to act, on the Employee's part shall be
considered "willful" unless done, or omitted to be done, by the Employee not in
good faith and without reasonable belief that the Employee's action or omission
was in the best interest of the Employer.  Notwithstanding the
   22
foregoing, the Employee shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to the Employee a resolution
duly adopted by the affirmative vote of a majority of the entire membership of
the Board of Directors, exclusive of the Employee, at a meeting of the Board of
Directors called and held for such purpose (after reasonable notice to and an
opportunity for the Employee, together with the Employee's counsel, to be heard
before the Board of Directors), finding that in the good faith opinion of the
Board of Directors, the Employee was guilty of conduct set forth above in
clauses (i) or (ii) of the second sentence of this Section 17(c) and specifying
the particulars thereof in detail; provided, however, that no such meeting may
be called or held by the Board of Directors of the Employer for such purpose
prior to April 1, 1999, unless the Employee has been first convicted of a crime
in which the Employee appropriated, for his benefit, any assets of the
Employer. Notwithstanding anything herein to the contrary, if the Employee is
terminated during the first three (3) years of the term for any reason other
than for a conviction of a crime in which the Employee appropriated, for his
benefit, any assets of the Employer, the Employee shall continue to be paid his
salary and bonus (and his benefits and entitlement to use of an automobile as
described in Section 7 hereof shall also continue) for the remainder of the
first three (3) years of the term; and further provided that if the Employee is
terminated for alleged "Cause" at any time during the term or any renewal
thereof and it is later determined by a court of competent jurisdiction that no
"Cause" existed for the
   23
termination, the Employer shall be liable for all salary, bonuses, benefits and
automobile entitlement due and not yet paid under the term or any renewal
thereof and such sum shall be paid in a lump sum to the Executive with
pre-judgment and post-judgment interest thereon.

                          Notwithstanding anything herein to the contrary,
Cause shall not include a failure by the Employee to render services at the
Employer's executive/administrative offices in New Jersey so long as the
Employee continues to perform his duties and obligations hereunder from other
reasonable locations.

                          18.     Successors and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the Employer, its successors and
assigns, including without limitation, any company which may acquire all or
substantially all of the Employer's assets and business or into which the
Employer may be merged, and upon the Employee, his heirs, legal
representatives, successors and assigns. The Employee may assign his right to
benefits under this Agreement but not his obligations under this Agreement.

                          19.     Waiver.  The failure of the Employer or the
Employee to insist, in any one or more instances, on performance of any term or
condition of this Agreement, shall not be construed as a waiver of any such
term, or condition, or any other term or condition, and the obligations of the
parties with respect thereto shall continue in full force and effect.

                          20.     Notices.  Any notice required to or which may
be sent hereunder shall be sent in writing, by registered or certified mail,
return receipt requested, addressed to the party for whom it
   24
is intended at the address set forth on page 1 of this Agreement for such
party.  Either party hereto may, at any time or from time to time, change the
address to which notices shall be sent in accordance with the provisions of
this Section.

                          21.     Governing Law.  This Agreement has been made
and shall be construed in accordance with the laws of the State of New Jersey.
This Agreement, when effective, supersedes all previous agreements between the
Employee and Employer regarding employment.

                          22.     Renewal.  The Employee shall have the right
and option to extend and renew this Agreement for two additional periods of
three (3) years each (for a total of six (6) additional years).  The Employee
shall automatically be deemed to have exercised such right and option to extend
and renew this Agreement at the expiration of the initial and each renewal term
unless he shall send written notice to the Employer or his intention not to
renew at least 60 days prior to the expiration of the initial or any renewal
term.

                          23.     Arbitration.  Any controversy between the
Employee and Employer relating to this Agreement, or to the meaning or
performance thereof, shall be settled by arbitration in accordance with the
rules and regulations of the American Arbitration Association then in force and
effect.  Judgment on any award rendered in such arbitration may be entered in
any court having jurisdiction.

                          24.     Protection of Confidential Information.

                          24.1.   Confidentiality.  In view of the fact that
the Employee's work as an Executive of the Employer and its
   25
Subsidiaries and their respective affiliates will bring him into close contact
with many confidential affairs of the Employer and its Subsidiaries and their
respective affiliates, including the names of the Employer's and its
Subsidiaries' customers and suppliers, matters of a business nature such as
information about costs, profits, markets, sales, other information not readily
available to the public, and plans for future developments (hereinafter
collectively "Confidential Matters"), the Employee agrees: (i) to keep secret
all Confidential Matters of the Employer and its Subsidiaries and their
respective affiliates, and not to disclose such Confidential Matters to anyone
outside of the Employer and its Subsidiaries (other than the Employer's
customers or potential customers and the Employer's vendors or suppliers or
potential vendors or suppliers), either during or after his employment with the
Employer, except with the Employer's written consent at each time as to any
Confidential Matter which is to be disclosed, and (ii) to deliver promptly to
the Employer on termination of his employment, or at any time the Employer may
so request, all memoranda, notes, records, reports, lists and other documents
(and all copies thereof) and materials relating to the Employer's and its
Subsidiaries' and their respective affiliates business which he may then
possess or have under this control.

                          24.2.   Agreement Not To Compete.  During the period
from the date hereof until one (1) year after the termination or nonrenewal of
the Employee's employment with the Employer and/or its Subsidiaries for any
reason set forth in Section 17 hereof, the Employee shall not (i) purchase an
ownership interest of greater
   26
than 5% of a company or other entity which is at such time engaged in the
citrus juice beverage industry and active in the same geographic area as the
Employer or any of its Subsidiaries or their respective affiliates, is
otherwise competitive with the Employer or any of its Subsidiaries or their
respective affiliates, or is attempting to enter such industry in such
geographic area or to become otherwise competitive; (ii) act as a consultant,
officer, director or in any other capacity, whose responsibilities are related
to the citrus juice beverage industry in the same geographic area as the
Employer or any of its Subsidiaries operates; or (iii) solicit in any way or
entice away from the Employer or its Subsidiaries or their respective
affiliates (a) any clients or account of the Employer or its Subsidiaries or
their respective affiliates which were active clients or accounts of the
Employer or its Subsidiaries or their respective affiliates during the
   27
Employee's employment with the Employer, (b) any prospective client or account
of the Employer or its Subsidiaries or their respective affiliates which the
Employer or its Subsidiaries or their respective affiliates was actively
engaged in soliciting during the Employee's employment with the Employer, (c)
any employee of the Employer or its Subsidiaries or their respective affiliates
(unless such employee shall have either been discharged by such entity or shall
have otherwise ceased to be employed by such entity for a period of 365 days)
or (d) any manufacturers or suppliers of the Employer's or its Subsidiaries or
their respective affiliates, which were manufacturers or suppliers of the
Employer or its Subsidiaries or their respective affiliates during the
Employee's employment with the Employer.  Notwithstanding the foregoing,
however, if the Employer fails to make any payments due hereunder to the
Employee when due, the provisions of this Section 24.2 shall not apply.

                          24.3.   Remedies.  The Employee recognizes that any
breach of the covenants contained in Sections 24.1 or 24.2 hereof would
irreparably injure the Employer.  Accordingly, the Employee agrees that any
breach of the covenants contained in Sections 24.1 or 24.2 hereof will result
in forfeiture to the Employer as liquidated damages of any and all amounts
otherwise payable to the Employee under this Agreement as of and from the date
of such breach. Furthermore, the Employer may, in addition to pursuing its
other remedies, obtain an injunction against the Employee from any court having
jurisdiction over the matter, restraining any further violation of this
Agreement by the Employee and no bond or other security shall be required in
connection with such injunction.

                          (b)     In the event the Employe prevails in any
judicial proceeding relating to a breach by the Employer hereunder, (i) all
sums determined to be due hereunder in such judicial proceeding shall be due
and payable in a lump sum (unless otherwise ordered by the court in which such
judicial proceeding is brought) and (ii) the Employer shall be liable for all
fees and expenses, including attorneys' fees, incurred by the Employee in
connection with any action taken to enforce this Agreement or obtain judgment
for a breach hereof.

                          24.4.   Reformation.  If any of the covenants
contained in Sections 24.1 or 24.2 hereof, or any part thereof, are held to
   28
be unenforceable because of the scope or duration of any such provision, the
parties agree that the body making such determination shall have the power to
reduce the scope or duration of such provision and, in its reduced form, said
provision shall be enforceable.  If any of the covenants in Sections 24.1 or
24.2 hereof, or any part thereof, is hereafter construed to be invalid or
unenforceable, the same shall not affect the remainder of the covenants, which
shall be given full force and effect without regard to the invalid provisions.


                          IN WITNESS WHEREOF, the parties hereto have executed
this Agreement the day and year first written.

                                        THE FRESH JUICE COMPANY, INC.



                                        By: /s/ Steven M. Bogen
                                           ----------------------------
                                        Name:  Steven M. Bogen
                                        Title: Chief Executive Officer

                                           /s/ Steven Smith
                                        -------------------------------
                                               Steven Smith