**Exhibit
        10.48**


**Change
        of Control Agreement**




**SMART
      BALANCE, INC.**


**CHANGE
      OF CONTROL AGREEMENT**




This
      Agreement (the “Agreement”) is made and entered into as of SAMPLE (the
      “Effective Date”) by and between Smart Balance, Inc., a Delaware corporation
      (the “Company”) and SAMPLE (“Employee”).




**Recitals**




A.  Employee
      is a key employee of the Company.




B.  The
      Company recognizes that Employee may have concerns about the possibility of
      a
      Change of Control (as hereinafter defined) due, in part, to the Company’s status
      as a special purpose acquisition company;




C.  The
      Board
      of Directors of the Company (“Board”) has determined that it is essential and in
      the best interest of the Company and its stockholders to retain the services
      of
      Employee and to ensure Employee’s continued dedication and efforts, without
      undue concern for Employee’s financial and employment security; and




D.  To
      induce
      Employee to continue employment with the Company, as well as to remain with
      the
      Company in the event of a threat or the occurrence of a Change of Control,
      the
      Company desires to enter into this Agreement with Employee to provide Employee
      with certain benefits in the event that Employee’s employment is terminated as a
      result of, or in connection with, a Change of Control.




**Agreement**




In
      consideration of the respective agreements of the parties contained herein,
      it
      is hereby agreed as follows:




1.  Term
      of Agreement .
      This
      Agreement shall commence as of the Effective Date and shall continue in effect
      until the thirty-first (31st) day of December in the year in which the Effective
      Date occurred (the “Expiration Date”); provided, however, that commencing on the
      Expiration Date and on each anniversary of the Expiration Date thereafter,
      the
      term of this Agreement shall automatically be extended for one (1) year
      following such date unless the Company or Employee shall have provided written
      notice to the other at least ninety (90) days prior to such date that the term
      of this Agreement shall not be so extended; and provided, further, that
      notwithstanding the foregoing the term of this Agreement shall not expire within
      the twelve (12) month period immediately following the occurrence of a Change
      of
      Control, but may expire on the first day following such twelve (12) month period
      if a notice not to extend the term of this Agreement is timely provided at
      least
      ninety (90) days prior to the Expiration Date or an anniversary thereof, as
      applicable, as set forth herein.




2.  Definitions .




2.1.  Accrued
      Compensation .
      For
      purposes of this Agreement, “ Accrued
      Compensation ”
shall
      mean an amount which shall include all amounts *earned,
      accrued or awarded through the Termination Date* (as
      hereinafter defined) but not paid as of the Termination Date, including (a)
      base
      salary, (b) reimbursement for reasonable and necessary expenses incurred by
      the
      Employee on behalf of the Company during the period ending on the Termination
      Date, (c) accrued but unused vacation pay, and (d) bonuses, commissions and
      incentive compensation (other than the Pro Rata Bonus (as hereinafter defined)).
      References to Accrued Compensation under this Agreement shall not obligate
      the
      Company to pay such amounts twice (e.g., under this Agreement and under another
      agreement or obligation) and such references are meant only to clarify
      obligations outside the scope of this Agreement and not to create additional
      rights hereunder.




2.2.  Base
      Amount .
      For
      purposes of this Agreement, “Base Amount” shall mean SAMPLE times
      the
      greater of Employee’s annual base salary (a) at the rate in effect on the
      Termination Date or (b) at the highest rate in effect at any time during the
      ninety (90) day period prior to the applicable Change of Control, and shall
      include all amounts of base salary that are deferred under the employee benefit
      plans of the Company or any other agreement or arrangement.




2.3.  Bonus
      Amount .
      For
      purposes of this Agreement, “Bonus Amount” shall mean SAMPLE of
      the
      aggregate annual target bonus for which Employee is eligible under any bonus
      program, plan, agreement or arrangement applicable to Employee for the fiscal
      year in which the Termination Date occurs.









2.4.  Cause .
      The
      Company may terminate this Agreement for Cause at any time upon written notice
      to Employee. For purposes of this Agreement, the term “Cause” shall mean: (a) a
      breach of any term of this Agreement by Employee and failure to cure such breach
      within ten (10) days after written notice thereof from the Company; (b) the
      failure by Employee to perform his or her duties to the Company (other than
      any
      such failure resulting from his or her incapacity due to death or physical
      or
      mental illness) coupled with a failure to cure the same within ten (10) days
      after receipt of written notice thereof; (c) acts or omissions which are deemed
      by the Board to be in bad faith, or to constitute gross negligence, recklessness
      or willful misconduct, on the part of Employee with respect to the performance
      of his or her duties; (d) the failure by Employee to follow the reasonable
      instructions of the person(s) to whom Employee reports, the **** President
      of the Company **[for
      everyone except the CEO, the Board of Directors of the Company for
      him]** ;
      (e)
      Employee’s engaging in misconduct that is deemed by the Board to be materially
      injurious to the Company, monetarily or otherwise; (f) Employee’s conviction,
      plea of guilty or *nolo
      contendere* ,
      or
      judicial determination of civil liability, based on a federal or state felony
      or
      serious criminal or civil offense, including, but not limited to, crimes or
      civil offenses involving theft, embezzlement, fraud or dishonesty, crimes or
      civil offenses based on banking or securities laws (including the Sarbanes-Oxley
      Act of 2002), and civil enforcement actions brought by federal or state
      regulatory agencies (including the Securities and Exchange Commission); or
      (g)
      Employee’s use of illegal drugs and/or, to the extent permitted by law, abuse of
      alcohol.




2.5.  Change
      of Control .




For
      purposes of this Agreement, a “Change of Control” shall be deemed to have
      occurred if:




(a)  any
      “person,” as such term is defined in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”), other than an “Exempt
      Person” (as hereinafter defined), hereafter becomes the “beneficial owner,” as
      defined in Rule 13d-3 under of the Exchange Act, directly or indirectly, of
      securities of the Company representing twenty percent (20%) or more of the
      total
      combined voting power of the Company’s then outstanding securities; *provided,
      however* ,
      that a
      Change of Control for purposes of this Agreement shall be deemed to have
      occurred if any person qualifying as an Exempt Person pursuant to Section 2.8
      hereof increases, whether in one or more related or unrelated transactions,
      its
      beneficial ownership of securities of the Company on or after the date hereof
      by
      ten percent (10%) or more (other than as a result of one or more increases
      due
      solely to transfers to such person from one or more of its affiliates of
      securities of the Company owned by such affiliates on the date hereof) from
      the
      level of its beneficial ownership of securities of the Company on the date
      hereof; and *provided
      further* ,
      that
      for the purposes of this Section 2.5(a) a Change of Control shall not be
      deemed to have occurred as a result of any acquisition of securities by any
      person directly from the Company or as a result of any acquisition by the
      Company of its outstanding securities;




(b)  during
      any period of two (2) consecutive years, individuals who at the beginning of
      such period constitute the Board and any new director whose election by the
      Board or nomination for election by the Company’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 of the Board;




(c)  the
      stockholders of the Company approve a merger or consolidation of the Company
      with any other corporation or entity, other than a merger or consolidation
      which
      would result in the voting securities of the Company outstanding immediately
      prior thereto continuing to represent (either by remaining outstanding or by
      being converted into voting securities of the surviving entity) at least eighty
      percent (80%) of the total voting power represented by the voting securities
      of
      the Company or such surviving entity outstanding immediately after such merger
      or consolidation; provided that such merger or consolidation is consummated;
      or




(d)  the
      stockholders of the Company approve a plan of complete liquidation of the
      Company or an agreement for the sale or disposition by the Company, in one
      transaction or a series of transactions, of all or substantially all of the
      Company’s assets; provided that such sale or disposition is
      consummated.




2.6.  Company .
      For
      purposes of this Agreement, the “Company” shall mean Smart Balance, Inc., a
      corporation organized under the laws of the State of Delaware, and its
      subsidiaries and shall include the Company’s Successors and Assigns (as
      hereinafter defined).




2




2.7.  Disability .
      For
      purposes of this Agreement, “Disability” shall mean a physical or mental
      impairment that limits a major life activity of Employee and cannot be
      reasonably accommodated without undue hardship to the Company.




2.8.  Exempt
      Person .
      For
      purposes of this Agreement, “Exempt Person” shall mean: (a) a trustee or other
      fiduciary holding securities under an employee benefit plan of the Company
      in
      such capacity, (b) a corporation or other entity owned, directly or indirectly,
      by the stockholders of the Company in substantially the same proportions as
      their ownership of stock of the Company, or (c) any beneficial stockholder
      or
      group, as defined by Rule 13d-5 of the Exchange Act, which holds as of the
      date
      hereof securities possessing more than twenty-five percent (25%) of the total
      combined voting power of the Company’s outstanding securities.




2.9.  Good
      Reason .




(a)  For
      purposes of this Agreement, “Good Reason” shall mean any of the events or
      conditions described in the following subsections:




(i)  a
      change
      in Employee’s status, title, position or responsibilities (including reporting
      responsibilities) that represents a material adverse change from Employee’s
      status, title, position or responsibilities as in effect within the ninety
      (90)
      days preceding the date of a Change of Control or at any time thereafter; the
      assignment to Employee of any duties or responsibilities that are materially
      inconsistent with Employee’s status, title, position or responsibilities as in
      effect immediately prior to the date of the Change of Control; or any removal
      of
      Employee from or failure to reappoint or reelect Employee to the office or
      position (or to a substantially similar office or position) in which Employee
      served immediately prior to the date of the Change of Control, except in
      connection with the termination of Employee’s employment as a result of
      Employee’s death, or for Disability or Cause;




(ii)  a
      reduction in Employee’s base salary in effect immediately prior to the date of
      the Change of Control or any failure to pay Employee any compensation or
      benefits to which Employee is entitled within ten (10) days after receipt of
      written notice from Employee;




(iii)  the
      Company’s requiring Employee to be based at any location outside a fifty
      (50)-mile radius from the location at which Employee was based immediately
      prior
      to the Change of Control, except for reasonably required travel on the Company’s
      business which is not materially greater than such travel requirements generally
      required of Employee to adequately and appropriately perform his or her duties
      prior to the Change of Control;




(iv)  the
      failure by the Company to (A) continue in effect (without reduction in benefit
      level and/or reward opportunities) any material compensation or employee benefit
      plan in which Employee was participating at any time within ninety (90) days
      preceding the date of a Change of Control unless such plan is replaced with
      a
      plan that provides substantially equivalent compensation or benefits to
      Employee, or (B) provide Employee with compensation and benefits, in the
      aggregate, at least equal (in terms of benefit levels and/or reward
      opportunities) to those provided for under each other employee benefit plan,
      program and practice in which Employee was participating at any time within
      ninety (90) days preceding the date of a Change of Control or at any time
      thereafter;




(v)  any
      material breach by the Company of any provision of this Agreement, and failure
      of the Company to cure such breach within thirty (30) days from the Company’s
      receipt of written notice from Employee setting forth the nature of the alleged
      breach;




(vi)  any
      purported termination of Employee’s employment for Cause by the Company which
      does not comply with the terms of Section 2.4 hereof; or




(vii)  the
      failure of the Company to obtain an agreement, satisfactory to Employee, from
      any Successors and Assigns to assume and agree to perform this Agreement, as
      contemplated in Section 6 hereof.




(b)  Employee’s
      right to exercise the Good Reason requirements under this Section 2.9 shall
      not
      be affected by Employee’s incapacity due to physical or mental
      illness.




3




2.10.  Notice
      of Termination .
      For
      purposes of this Agreement, “Notice of Termination” shall mean a written notice
      of termination of Employee’s employment from the Company, which notice indicates
      the date on which termination is to be effective, the specific termination
      provision in this Agreement relied upon and which sets forth in reasonable
      detail the facts and circumstances claimed to provide a basis for termination
      of
      Employee’s employment under the provision so indicated.




2.11.  Pro
      Rata Bonus .
      For
      purposes of this Agreement, “Pro Rata Bonus” shall mean an amount equal to the
      Bonus Amount multiplied by a fraction the numerator of which is the number
      of
      days in the fiscal year through the Termination Date and the denominator of
      which is 365.




2.12.  Successors
      and Assigns .
      For
      purposes of this Agreement, “Successors and Assigns” shall mean a corporation or
      other individual, group or entity acquiring all or substantially all of the
      assets and business of the Company (including the rights and obligations created
      by this Agreement) whether by operation of law or otherwise.




2.13.  Termination
      Date .
      For
      purposes of this Agreement, “Termination Date” shall mean (a) in the case of
      Employee’s death, Employee’s date of death, (b) in the case of Good Reason, the
      last day of Employee’s employment and, (c) in all other cases, the date
      specified in the Notice of Termination; *provided* ,
      that if
      Employee’s employment is to be terminated by the Company due to Disability, such
      employment shall not be terminated if Employee returns to the full-time
      performance of his or her duties prior to the date specified in the Notice
      of
      Termination. The “date” of a Change of Control pursuant to Section 2.5(c) or (d)
      shall be the date of stockholder approval.




3.  Termination
      of Employment .
      If,
      during the term of this Agreement, Employee’s employment with the Company shall
      be terminated within twelve (12) months following a Change of Control, and
      subject to Employee’s execution of a release agreement as set forth in Section
      15 hereof, Employee shall be entitled to the following compensation and
      benefits:




(a)  If
      Employee’s employment with the Company is terminated by the Company for Cause or
      by Employee other than for Good Reason, the Company shall pay to Employee only
      the Accrued Compensation. If Employee’s employment with the Company is
      terminated due to death or Disability, then the Company shall pay to Employee
      the Accrued Compensation and a Pro Rata Bonus.




(b)  If
      Employee’s employment with the Company shall be terminated for any reason other
      than as specified in Section 3(a) hereof, Employee shall be entitled to the
      following:




(i)  the
      Company shall pay Employee all Accrued Compensation and a Pro Rata
      Bonus;




(ii)  the
      Company shall pay Employee as severance pay, in lieu of any further compensation
      for periods subsequent to the Termination Date, an amount in cash equal to
      the
      sum of (A) the Base Amount and (B) the Bonus Amount;




(iii)  to
      the
      extent not otherwise provided in any such agreement or plan, Employee’s right
      and entitlement to any unvested stock options, restricted stock, or other
      securities or similar incentives which have been granted or issued to Employee
      as of the Termination Date pursuant to any employee benefit plan, agreement,
      understanding or arrangement which would have vested (with Employee’s continued
      employment and the passage of time and increases in the price of shares of
      Company stock) during the period commencing upon the Termination Date and
      continuing for twelve (12) months thereafter, shall immediately vest and shall
      be free from any restrictions (other than those imposed by applicable state
      and
      federal securities laws). All such securities shall continue to be exercisable,
      if applicable, for ninety (90) days from the Termination Date or until the
      terms
      of such securities would have otherwise expired (if applicable), whichever
      is
      earlier; and




(c)  The
      amounts provided for in Section 3(a) and Section 3(b)(i) hereof shall be paid
      in
      a single lump sum cash payment within forty-five (45) days after Employee’s
      Termination Date (or earlier, if required by applicable law). Subject to Section
      3(h) hereof, the amounts provided for in Section 3(b)(ii) hereof shall be paid
      (without interest) in equal installments, in accordance with the Company’s
      standard payroll practices and less applicable taxes and withholding amounts,
      over the twelve (12) month period immediately following Employee’s Termination
      Date.




(d)  Employee
      shall not be required to mitigate the amount of any payment provided for in
      this
      Agreement by seeking other employment or otherwise, and no such payment shall
      be
      offset or reduced by the amount of any compensation or benefits provided to
      Employee in any subsequent employment.




4




(e)  The
      severance pay and other benefits provided for in this Section 3 shall be in
      lieu
      of any other severance or termination pay to which Employee may be entitled
      under any Company severance or termination plan, program, practice or
      arrangement and Employee may be required to execute a written release and waiver
      consistent with this Section.




(f)  Employee’s
      entitlement to any other non-severance compensation or benefits shall be
      determined in accordance with the Company’s employee benefit plans and other
      applicable programs, policies and practices then in effect.




(g)  If
      Employee’s employment with the Company is terminated during the ninety (90) day
      period immediately preceding a Change of Control, Employee shall be entitled
      to
      the amounts provided for in Section 3(a) or Section 3(b) hereof, as applicable,
      if Employee can demonstrate that the termination (A) was at the request of
      a
      third party who has taken steps reasonably calculated to effect a Change of
      Control or (B) otherwise arose in connection with or in anticipation of a Change
      of Control.




(h)  The
      Company shall have the authority, in its sole judgment and discretion, to delay
      the payment of any amounts or the provision of any benefits under this Agreement
      to any extent it determines in its discretion that such delay is required by
      Code Section 409A (or regulations or rulings thereunder) because the payment
      of
      any such amount or the provision of any such benefit would otherwise constitute
      the distribution to a key employee of a public company within six (6) months
      after such key employee’s separation from service, as set forth in Code Section
      409A(a)(2)(B)(i). The amounts provided for in Section 3(b)(ii) hereof shall
      be
      paid in accordance with Section 3(c) hereof unless such payments may not be
      begun before the date that is six months after the Termination Date as provided
      in Section 409A(a)(2) of the Code in order to meet the requirements of Section
      409A of the Code, as determined by the Company in its sole judgment and
      discretion, in which case the sum of the payments that otherwise would have
      been
      made during such six (6) month period shall be paid (with interest of 5% per
      annum) in a single lump sum payment as soon as administratively practicable
      following the date that is six months after the Termination Date.




4.  Notice
      of Termination .
      Within
      one (1) year following a Change of Control, any purported termination of
      Employee’s employment shall be communicated by Notice of Termination to
      Employee. For purposes of this Agreement, no such purported termination shall
      be
      effective without such Notice of Termination.




5.  Excess
      Parachute Payment Gross-Up .




(a)  If
      the
      payment of any benefit under this Agreement (or under any other arrangement
      with
      the Company, including, but not limited to the vesting of awards under the
      Smart
      Balance, Inc. Stock and Awards Plan), when added to any other payments or
      benefits provided to Employee in the nature of compensation will result in
      the
      payment of an excise tax under Code Section 4999 (the “Excise Tax”), then the
      Company shall pay Employee an additional amount for each calendar year in which
      an excess parachute payment is received by the Executive (the “Gross-Up
      Payment”). The Gross-Up Payment shall be in such amount as is necessary to place
      Employee in the same after-tax financial position that Employee would have
      been
      in if there were no Excise Tax on any payment from the Company, regardless
      of
      whether the payment is made under this Agreement, under the Smart Balance,
      Inc.
      Stock and Awards Plan or any other plan, program or arrangement (collectively,
      the Change of Control Payments and, individually, a Change of Control Payment).
      For purposes of determining whether any of the Change of Control Payments will
      be subject to the Excise Tax and the amount of such Excise Tax liability:
      (i) all Change of Control Payments shall be treated as “parachute payments”
(within the meaning of Code Section 280G(b)(2)) unless, in the reasonable
      opinion of the Company’s tax counsel, such Change of Control Payments (in whole
      or in part) do not constitute parachute payments, including, by reason of Code
      Section 280G(b)(4)(A), and all “excess parachute payments” (within the meaning
      of Code Section 280G(b)(1) of the Code) shall be treated as subject to the
      Excise Tax, unless, in the reasonable opinion of the Company’s tax counsel, such
      excess parachute payments represent reasonable compensation for services
      actually rendered within the meaning of Code Section 280G(b)(4)(B), or are
      not
      otherwise subject to the Excise Tax, and (ii) the value of any non-cash
      benefits or any deferred payment or benefit shall be determined by the Company’s
      independent auditors in accordance with the principles of Code Sections
      280G(d)(3) and (4). For purposes of determining the amount of the Gross-Up
      Payment, the Employee shall be deemed to pay federal income taxes at the highest
      marginal rate of federal income taxation in the calendar year in which the
      Gross-Up Payment is to be made and state and local income taxes at the highest
      marginal rate of taxation in the state and locality of residence of the
      Employee, new of the maximum reduction in federal income taxes that could be
      obtained from the deduction of such state and local taxes. Payment of the
      Gross-Up Payment shall be made to Employee on or before December 31 of each
      calendar year for which an excess parachute payment is received by
      Employee.




5




(b)  Any
      determination to be made by the Company’s tax counsel or independent auditors
      shall be made, at the Company’s expense, by the legal or accounting firm that is
      the Company’s independent legal or accounting firm as of the date of the Change
      of Control or, if such firm is prohibited from performing such services by
      applicable law, then such accounting firm as the Board or the Audit Committee
      thereof, shall approve (the “Firm”). The Firm shall provide its determination
      (the “Determination”), together with detailed supporting calculations and
      documentation, to the Company and Employee within twenty (20) days of the
      Termination Date if applicable, or such other time as requested by the Company
      or by Employee (provided Employee reasonably believes that any of the Change
      of
      Control Payments may be subject to the Excise Tax), and if the Firm determines
      that there is substantial authority (within the meaning of Section 6662 of
      the
      Code) that no Excise Tax is payable by Employee with respect to a Change of
      Control Payment or Payments, it shall furnish Employee with an opinion
      reasonably acceptable to Employee that no Excise Tax will be imposed with
      respect to any such Change of Control Payment or Payments. Within ten (10)
      days
      of the delivery of the Determination to Employee, Employee shall have the right
      to dispute the Determination (the “Dispute”). If there is no Dispute, the
      Determination shall be binding, final and conclusive upon the Company and
      Employee.




(c)  As
      a
      result of the uncertainty in the application of Sections 4999 and 280G of the
      Code, it is possible that the Change of Control Payments to be made to, or
      provided for the benefit of, Employee either will be greater (an “Excess
      Payment”) or less (an “Underpayment”) than the amounts provided for by the
      limitations contained in Section 5(a) hereof. If it is established pursuant
      to a
      final determination of a court or an Internal Revenue Service (the “IRS”)
      proceeding which has been finally and conclusively resolved that an Excess
      Payment has been made, such Excess Payment shall be deemed for all purposes
      to
      be a loan, to the extent permitted by applicable law, to Employee made on the
      date Employee received the Excess Payment and Employee shall repay the Excess
      Payment to the Company on demand (but not less than ten (10) days after written
      notice is received by Employee) together with interest on the Excess Payment
      at
      the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from
      the date of Employee’s receipt of such Excess Payment until the date of such
      repayment. In the event that it is determined by (i) the Accounting Firm, the
      Company (which shall include the position taken by the Company, or together
      with
      its consolidated group, on its federal income tax return) or the IRS, (ii)
      pursuant to a determination by a court, or (iii) upon the resolution to
      Employee’s satisfaction of the Dispute that an Underpayment has occurred, the
      Company shall pay an amount equal to the Underpayment to Employee within ten
      (10) days of such determination or resolution, together with interest on such
      amount at the Applicable Federal Rate from the date such amount would have
      been
      paid to Employee until the date of payment.




6.  Successors;
      Binding Agreement .




(a)  This
      Agreement shall be binding upon and shall inure to the benefit of the Company
      and its Successors and Assigns. The Company shall require (i) any Successors
      and
      Assigns to expressly assume and agree to perform this Agreement in the same
      manner and to the same extent that the Company would be required to perform
      it
      if no such succession or assignment had taken place, and (ii) the parent entity,
      if any, of any such Successors and Assigns to guarantee the performance of
      any
      such Successors and Assigns hereunder.




(b)  Neither
      this Agreement nor any right or interest hereunder shall be assignable or
      transferable by Employee or Employee’s beneficiaries or legal representatives,
      except by will or by the laws of descent and distribution. This Agreement shall
      inure to the benefit of and be enforceable by Employee’s legal personal
      representatives, executors, administrators, successors, heirs, distributees,
      devisees and legatees.




7.  Notice .
      All
      notices, requests, demands, and other communications hereunder shall be in
      writing, and shall be delivered in person, by facsimile, or by certified or
      registered mail with return receipt requested. Each such notice, request,
      demand, or other communication shall be effective: (a) if delivered by hand,
      when delivered at the address specified in this Section 7; (b) if given by
      facsimile, when such facsimile is transmitted to the telefacsimile number
      specified in this Section 7 and confirmation is received; or (c) if given by
      certified or registered mail, three (3) days after the mailing thereof. Notices
      to the Employee shall be delivered to the last mailing address that the Employee
      has provided to the Company for purposes of tax statements and notices. Notices
      to the Company shall be delivered as follows:




6




Smart
                Brands, Inc.
              221
                Knickerbocker Road
              Cresskill,
                NJ 07626




Any
      party
      may change its address or other contact information for the purposes hereof
      by
      providing notice thereof to the other party in accordance with the foregoing
      provisions.




8.  Non-Exclusivity
      of Rights .
      Nothing
      in this Agreement shall prevent or limit Employee’s continuing or future
      participation in any benefit, bonus, incentive or other plan or program provided
      by the Company (except for any severance or termination policies, plans,
      programs or practices) and for which Employee may qualify, nor shall anything
      herein limit or reduce such rights as Employee may have under any other
      agreements with the Company (except for any severance or termination agreement).
      Amounts which are vested benefits or which Employee is otherwise entitled to
      receive under any plan or program of the Company shall be payable in accordance
      with such plan or program, except as explicitly modified by this
      Agreement.




9.  No
      Implied Employment Rights .
      Employee hereby acknowledges and agrees that nothing in this Agreement shall
      be
      construed to imply that his or her employment is guaranteed for any period
      of
      time. Employee understands and agrees that his or her employment is, unless
      otherwise specified in a written agreement signed by Employee and a duly
      authorized executive officer of the Company, “at will,” which means that either
      the Company or Employee can terminate the employment relationship at any time,
      with or without advance notice, for any reason or no reason, and with or without
      cause. Employee acknowledges and agrees that the only way that his or her “at
      will” employment relationship, if applicable, can be altered is by a written
      agreement signed by Employee and a duly authorized executive officer of the
      Company.




10.  Settlement
      Of Claims .
      Employee hereby agrees that, to the extent permitted by law, the Company’s
      obligation to make payments provided for in this Agreement and otherwise to
      perform its obligations hereunder shall be reduced by any amounts owed by
      Employee to the Company including, without limitation, any set-off,
      counterclaim, recoupment, defense or other right which the Company may have
      against Employee.




11.  Miscellaneous .
      No
      provision of this Agreement may be modified, waived or discharged, unless such
      waiver, modification or discharge is agreed to in writing and signed by Employee
      and the Company. No waiver by either party hereto at any time of any breach
      by
      the other party hereto, or compliance with, any condition or provision of this
      Agreement to be performed by such other party shall be deemed a waiver of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time. No agreement or representation, oral or otherwise, express
      or
      implied, with respect to the subject matter hereof has been made by either
      party
      which is not expressly set forth in this Agreement.




12.  Governing
      Law .
      This
      Agreement has been negotiated and executed in the State of New Jersey and is
      to
      be performed in New Jersey. This Agreement shall be governed by and interpreted
      in accordance with the laws of the State of New Jersey, including all matters
      of
      construction, validity, performance, and enforcement, without giving effect
      to
      principles of conflict of laws. Any dispute, action, litigation, or other
      proceeding concerning this Agreement shall be instituted, maintained, heard,
      and
      decided in New Jersey.




13.  Severability .
      If any
      provision of this Agreement, or the application thereof in any circumstance,
      is
      or becomes illegal, invalid or unenforceable, such provision shall be deemed
      severable and the invalidity or unenforceability of any such provision shall
      not
      affect the validity or enforceability of the other provisions
      hereof.




14.  Entire
      Agreement .
      This
      Agreement constitutes the entire agreement between the parties hereto and
      supersedes all prior agreements, understandings and arrangements, if any,
      whether oral or written, between the parties hereto with respect to the subject
      matter hereof, including, but not limited to, any prior severance, change of
      control or similar agreements, understandings or arrangements previously entered
      into between the Company and Employee.




15.  Severance
      and Release Agreement .
      Employee’s right to the severance payments under this Agreement shall be
      conditioned upon Employee’s execution and delivery of a release agreement in a
      form reasonably satisfactory to the Company, which is not revoked by the
      Employee.




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16.  Remedies .
      All
      rights, remedies, undertakings, obligations, options, covenants, conditions,
      and
      agreements contained in this Agreement shall be cumulative and no one of them
      shall be exclusive of any other.




17.  Interpretation .
      The
      language in all parts of this Agreement shall be in all cases construed simply
      according to its fair meaning and not strictly for or against any party.
      Whenever the context requires, all words used in the singular will be construed
      to have been used in the plural, and vice versa. The descriptive headings of
      the
      sections and subsections of this Agreement are inserted for convenience only
      and
      shall not control or affect the interpretation or construction of any of the
      provisions herein.




18.  Counterparts .
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument.




19.  Further
      Documents and Acts .
      Each of
      the parties hereto agrees to cooperate in good faith with the other and to
      execute and deliver such further instruments and perform such other acts as
      may
      be reasonably necessary or appropriate to consummate and carry into effect
      the
      transactions contemplated under this Agreement.




20.  Consultation
      with Counsel .
      Employee acknowledges (a) that he or she has been given the opportunity to
      consult with counsel of his or her own choice concerning this Agreement, and
      (b)
      that he or she has read and understands this Agreement, is fully aware of its
      legal effect, and has entered into it freely based upon his or her own judgment
      with or without the advice of such counsel.




THE
      EMPLOYEE ACKNOWLEDGES THAT HE OR SHE HAS READ THIS AGREEMENT AND UNDERSTANDS
      ITS
      CONTENTS. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED
      BY
      THE COMPANY OF HIS OR HER RIGHT TO CONSULT WITH LEGAL COUNSEL OF HIS OR HER
      OWN
      CHOICE CONCERNING THIS AGREEMENT. BY SIGNING THIS AGREEMENT, THE EMPLOYEE AND
      THE COMPANY AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS
      AGREEMENT.


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IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
      duly authorized officer and the Employee has executed this Agreement as of
      the
      day and year first above written.




SMART
                BALANCE, INC.By:TitleEMPLOYEESAMPLE




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