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         EMPLOYMENT AGREEMENT


                  EMPLOYMENT AGREEMENT made as of January 28, 1999, by and
between SARATOGA BEVERAGE GROUP, INC., a Delaware corporation (the "Company"),
and ROBIN PREVER (the "Executive").

                  WHEREAS, the Executive has been employed by the Company since
April 1992 and currently serves as President and Chief Executive Officer of the
Company pursuant to an Employment Agreement dated as of June __, 1993 (the "Old
Employment Agreement");

                  WHEREAS, the Company recognizes the Executive's substantial
contribution to the growth and success of the Company and desires to assure the
Company of the continued employment of the Executive as the President and Chief
Executive Officer of the Company, and the Executive desires to continue such
employment, upon the terms set forth in this Agreement;

                  WHEREAS, the Company and the Executive have determined to
terminate the Old Employment Agreement and enter into this Agreement;

                  NOW, THEREFORE, the parties agree as follows:

1. EMPLOYMENT. The Company hereby employs the Executive, and the Executive
hereby accepts employment with the Company, upon the terms and subject to the
conditions set forth herein.

2.

3. TERM. This Agreement is for the four (4) year period (as may be extended,
the "Term") commencing on the date hereof and terminating on the third (3rd)
anniversary of such date, or upon the Executive's earlier death, disability or
other termination of employment pursuant to Section 9; provided, however, that
commencing on the third (3rd) anniversary of the date hereof, the Term shall
automatically be extended for additional three (3) year periods unless, not
later than six (6) months prior to the end of any such period, either party
hereto shall have notified the other party hereto in writing that such
extension shall not take effect. 

4. 

5. POSITION. During the Term, the Executive shall serve as President, Chief
Executive Officer and Chairperson of the Board (and a director) of the Company.

6. 

7. DUTIES AND REPORTING RELATIONSHIP. During the Term, the Executive shall use
her skills and render services to the best of her abilities in supervising and
conducting the operations of the Company. As part of her duties as Chairman and
Chief Executive Officer, the Executive shall be responsible for and have
general supervisory control over the day-to-day operations of the Company and
shall report to, and be subject to supervision by, the Board of Directors of
the Company (the
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"Company Board"). The Executive shall devote a substantial portion of her
business time and attention to the business and affairs of the Company
consistent with her position with the Company. This Agreement shall not be
construed as preventing the Executive from engaging in charitable and community
affairs, giving attention to her outside investment interests or serving a
member of the Board of Directors of another entity, provided that such
activities do not interfere with the regular performance of her duties and
responsibilities under this Agreement.

8. 

9. COMPENSATION. 

10. 

     (a) BASE SALARY. The Executive's base salary ("Salary") hereunder shall be
     $200,000 per calendar year, payable in accordance with the Company's
     customary payroll practices, but in no event less frequently than
     semi-monthly. Commencing on the first anniversary of this Agreement, the
     Executive's Salary shall be adjusted based on the same percentage as the
     increase or decrease during the immediately preceding calendar year in the
     United States Department of Labor, Bureau of Labor Statistics, Consumer
     Price Index for All Urban Consumers (1962-1984 = 100) and may be further
     adjusted from time to time by the compensation committee of the Company
     Board, in its sole and absolute discretion, but the Executive's Salary
     shall not at any time be less than $200,000 per calendar year.

     (a) ANNUAL BONUS. The compensation committee of the Company Board shall
     set goals on an annual basis (by March 1 of each fiscal year for such
     fiscal year) for the Executive's performance as an officer of the Company,
     and shall cause the Company to pay to her an annual bonus in addition to
     the Salary based on the achievement by the Executive of such goals.

     (a) STOCK OPTIONS. The Company hereby agrees to cause the issuance to the
     Executive of stock options ("Stock Options") to purchase 300,000 shares of
     Class A common stock, $.01 par value, of the Company as of the date of
     this Agreement or soon thereafter as practicable. All such Stock Options
     shall be non-qualified stock options and shall be issued pursuant to, and
     in accordance with, the Company's 1998 Stock Option Plan (the "Plan").
     Each Stock Option shall be exercisable at a price equal to the Fair Market
     Value (as defined in the Plan) of the Class A common stock, $.01 par
     value, of the Company on the date of issuance of such Stock Option (or if
     such date is not a business day, than such option shall be exercisable at
     a price equal to the Fair Market Value on the next business day following
     such date) in accordance with the terms of the Plan and shall vest over a
     three year period from the date of grant at a rate of 33% per year,
     commencing with the first anniversary of the date of grant. Executive's
     vested Stock Options shall be exercisable for a period of ten (10) years
     from the date of issuance. Upon the termination of the Agreement, 

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     any unvested Stock Options shall lapse, and Executive shall have one (1)
     year from the date of termination of her employment with the Company, for
     any reason, to exercise any vested Stock Options.

1. VACATION, HOLIDAYS AND SICK LEAVE. During the Term, the Executive shall be
entitled to paid vacation, paid holidays and sick leave in accordance with the
Company's standard policies for its senior executive officers, which policies
shall provide the Executive with benefits no less favorable than those provided
to any other senior executive officer of the Company. Such vacation may be
taken, in the Executive's discretion, at such time or times as are not
inconsistent with the reasonable business needs of the Company. The Executive
shall also be entitled to all paid holidays given by the Company to its senior
executive officers.

1. BUSINESS EXPENSES. The Company recognizes that the Executive will incur
expenses in connection with her duties hereunder and the business of the
Company. The Company agrees to provide the Executive with a corporate American
Express Card in order to pay such expenses and to otherwise reimburse the
Executive for all such expenses paid or incurred by her (and/or, if requested
by the Executive, to advance the Executive amounts required to cover such
expenses) in connection with her employment upon timely submission by the
Executive of receipts and other documentation as required by the Internal
Revenue Code and in conformance with the Company's normal procedures. 

2. 

3. PENSION AND WELFARE BENEFITS; PERQUISITES. During the Term, the Executive
shall be eligible to participate fully in all health benefits, insurance
programs, pension and retirement plans and other employee and compensation
arrangements (collectively, the "Employee Benefits") available to officers of
the Company generally, which Employee Benefits shall (i) provide the Executive
with benefits no less favorable than those provided to any other senior
executive officer of the Company and (ii) be no less favorable than the
Employee Benefits in place as of the date of this Agreement. During the Term,
the Company shall pay, on a monthly basis, the Executive an automobile
allowance of $750 per month or, at the option of the Executive, shall provide
the Executive with the use of an automobile. In addition, during the Term, the
Company shall provide the Executive with such other perquisites as the Company
Board shall deem appropriate. Nothing contained herein shall be deemed a waiver
by Executive of, or diminish or modify, any vested rights which Executive may
have or may hereafter acquire under any employee benefit plan of the Company.

4. 

5. TERMINATION OF EMPLOYMENT. The Executive's employment hereunder may be
terminated without any breach of this Agreement only under the following
circumstances:

6. 
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     (a) DEATH OR DISABILITY.

          (i) The Executive's employment hereunder shall automatically
          terminate upon the death of the Executive.

          (i) If, as a result of the Executive's incapacity due to physical or
          mental illness, the Executive shall have been absent from her duties
          with the Company for any six (6) consecutive months or two hundred
          forty (240) days in any consecutive three hundred sixty-five (365)
          day period, then the Company may terminate the Executive's employment
          hereunder for "Disability."

     (i) CAUSE. The Company may terminate the Executive's employment hereunder
     for Cause. For purposes of this Agreement, "Cause" shall mean the willful
     failure or refusal by the Executive to perform her duties hereunder (other
     than any such failure resulting from the Executive's incapacity due to
     physical or mental illness), which has not ceased within ten (10) days
     after the written demand for substantial performance is delivered to the
     Executive by the Company Board, which demand identifies the manner in
     which the Company Board believes that the Executive has not performed such
     duties, or the willful engaging by the Executive in misconduct which is
     materially injurious to the Company, monetarily or otherwise (including,
     but not limited to, fraud, embezzlement, theft and conduct described in
     Section 13). Notwithstanding the foregoing, the Executive's employment
     hereunder shall not be deemed to have been terminated for Cause unless and
     until there shall have been delivered to the Executive a copy of a
     resolution duly adopted by the affirmative vote of not less than
     seventy-five percent (75%) of the Company Board (other than the Executive)
     (after written notice to the Executive and a reasonable opportunity for
     the Executive, together with the Executive's counsel, to be heard before
     the Company Board), finding that the Executive should be terminated for
     Cause.

     (i) TERMINATION BY THE EXECUTIVE. The Executive shall be entitled to
     terminate her employment hereunder for Good Reason or if her health should
     become impaired to an extent that makes her continued performance of her
     duties hereunder hazardous to her physical or mental health, provided that
     the Executive shall have furnished the Company with a written statement
     from a licensed doctor to such effect and provided further, that, at the
     Company's request, the Executive shall submit to an examination by a
     doctor selected by the Company and such other doctor shall have concurred
     in the conclusion of the Executive's doctor. For purposes of this
     Agreement, "Good Reason" shall mean, without the Executive's express
     written consent, the assignment to the Executive of any duties
     inconsistent with, or any material 


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     diminution of, the Executive's positions, titles, offices, duties,
     responsibilities or status with the Company; the relocation of the
     Company's principal executive offices to a location more than fifty (50)
     miles from Saratoga Springs, New York or Boca Raton, Florida or the
     Company's requiring the Executive to be based anywhere other than Saratoga
     Springs, New York or Boca Raton, Florida, except for required travel on
     the Company's business to an extent substantially consistent with the
     Executive's present business travel obligations; or the failure by the
     Company to pay on a timely basis to the Executive any portion of the
     Executive's then current compensation.

     (a) NOTICE OF TERMINATION. Any purported termination of the Executive's
     employment by the Company or by the Executive shall be communicated by
     written Notice of Termination to the other party hereto in accordance with
     Section 17. "Notice of Termination" shall mean a notice that shall
     indicate the specific termination provision in this Agreement relied upon
     and shall set forth in reasonable detail the facts and circumstances
     claimed to provide a basis for termination of the Executive's employment
     under the provision so indicated. Termination by the Executive for Good
     Reason shall be deemed to be timely if such notice is delivered to the
     Company within fifteen (15) days of the occurrence of any event (even if
     such fifteen (15) day period expires after the end of (so long as it
     commences during) the Term).

     (i) DATE OF TERMINATION. "Date of Termination" shall mean if the
     Executive's employment is terminated because of death, the date of the
     Executive's death, if the Executive's employment is terminated for
     Disability, the date Notice of Termination is given, if the Executive's
     employment is terminated for Cause, the date of delivery to the Executive
     of the resolution of the Company Board referenced in Section 9(b) or if
     the Executive's employment is terminated pursuant to Section 9(c) hereof
     or for any other reason (other than death or Disability), the date
     specified in the Notice of Termination (which, in the case of a
     termination for Good Reason shall not be less than fifteen (15) days nor
     more than sixty (60) days from the date such Notice of Termination is
     given, and in the case of a termination for any other reason shall not be
     less than thirty (30) days from the date such Notice of Termination is
     given.

1. COMPENSATION DURING DISABILITY, DEATH OR UPON TERMINATION.

2.

     (a) During any period that the Executive fails to perform her duties
     hereunder as a result of incapacity due to physical or mental illness
     ("Disability Period"), the Executive shall continue to receive her full
     Salary at the rate then in effect for such period until her employment is
     terminated pursuant to Section 9(a)(ii) hereof, provided that payments so
     made to the Executive during the Disability Period shall be reduced by the
     sum of the amounts, if any, payable 

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     to the Executive with respect to such period under disability benefit
     plans of the Company or under the Social Security disability insurance
     program, and which amounts were not previously applied to reduce any such
     payment.

     (a) If the Executive's employment is terminated by her death or
     Disability, the Company shall pay all amounts due to the Executive under
     Section 5 through the Date of Termination plus all other amounts to which
     she is entitled under any compensation or benefit plan or program of the
     Company, in each case in accordance with Section 8, if applicable, and the
     Company shall have no further obligation to the Executive under this
     Agreement.

     (a) If the Executive's employment shall be terminated by the Company for
     Cause or by the Executive for other than Good Reason, the Company shall
     pay the Executive her full Salary through the Date of Termination at the
     rate in effect at the time Notice of Termination is given plus all other
     amounts to which she is entitled under any compensation or benefit plan or
     program of the Company, and the Company shall have no further obligation
     to the Executive under this Agreement.

     (A) If, other than following a change in control, the Company shall
     terminate the Executive's employment in breach of this Agreement, or the
     Executive shall terminate her employment for Good Reason, then

          (i) the Company shall pay the Executive her full Salary through the
          Date of Termination at the rate in effect at the time Notice of
          Termination is given plus all other unpaid amounts, if any, to which
          the Executive is entitled as of the Date of Termination under any
          compensation or benefit plan or program of the Company, at the time
          such payments are due; and

          (i) in lieu of any further Salary payments to the Executive for
          periods subsequent to the Date of Termination, the Company shall pay
          the Executive an aggregate amount equal to the product of (1) the sum
          of (x) the Executive's annual Salary rate in effect as of the Date of
          Termination and (y) the average of the annual bonuses, if any,
          actually paid to the Executive pursuant to Section 5(b) hereof with
          respect to the two (2) most recently completed fiscal years during
          the Term (including for these purposes the term of the Old Employment
          Agreement) prior to the Date of Termination, and (2) the number of
          years (including partial years) remaining in the Term plus one (1)
          year; such amount to be paid, in the Executive's sole and absolute
          discretion, either (I) in a lump sum on the first day of the month
          following the termination or (II) in substantially equal monthly
          installments during the period commencing with the month 

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          immediately following the month in which the Date of Termination
          occurs and ending with the month corresponding to the end of the Term
          hereunder.

          (e) If (1) the Executive's employment shall be terminated for any
     reason, other than for Cause, death or Disability, within six (6) months
     following a change in control (as hereinafter defined) of the Company or
     (2) if the Executive terminates her employment immediately upon a change
     of control, then

          (i) the Company shall pay the Executive her full Salary through the
          Date of Termination at the rate in effect at the time of termination
          plus all other unpaid amounts, if any, to which the Executive is
          entitled as of the Date of Termination under any compensation or
          benefit plan or program of the Company, at the time such payments are
          due; and

          (i) in lieu of any further payments to the Executive for periods
          subsequent to the Date of Termination, the Company shall pay the
          Executive an aggregate amount equal to the product of (1) the sum of
          the (x) Executive's annual Salary rate in effect as of the Date of
          Termination and (y) the average of the annual bonuses, if any,
          actually paid to the Executive pursuant to Section 5(b) hereof with
          respect to the two (2) most recently completed fiscal years during
          the Term (including for these purposes the term of the Old Employment
          Agreement) prior to the Date of Termination, and (2) the number of
          years (including partial years) remaining in the Term plus one (1)
          year; such amount to be paid, in the Executive's sole and absolute
          discretion, either (I) in a lump sum on the first day of the month
          following the termination or (II) in substantially equal monthly
          installments during the period commencing with the month immediately
          following the month in which the Date of Termination occurs and
          ending with the month corresponding to the end of the Term hereunder.

     For purposes of this Agreement, a "change in control" of the Company shall
     mean (A) the acquisition of "beneficial ownership" (as defined in Rule
     13d-3 under the Exchange Act), directly or indirectly, by any "person" (as
     such term is used in Sections 13(d) and 14(d) of the Exchange Act), other
     than the Company or the Executive or an entity directly or indirectly
     controlled by the Executive, of securities of the Company representing a
     majority of the combined voting power of the Company's then outstanding
     securities; (B) the consummation of a merger or consolidation of the
     Company with any other entity, other than a merger or consolidation which
     would result in the voting securities of the Company 

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     outstanding immediately prior thereto continuing to represent (either by
     remaining outstanding or by being converted into voting securities of the
     surviving entity) at least a majority of the combined voting power of the
     voting securities of the Company or such surviving entity outstanding
     immediately after such merger or consolidation; (C) the approval by the
     stockholders of the Company of a plan of complete liquidation of the
     Company or an agreement for the sale or disposition by the Company of all
     or substantially all of the Company's assets; or (D) during any period of
     two (2) consecutive years (not including any period prior to the execution
     of this Agreement), individuals who at the beginning of such period
     constitute the Company Board and any new director (other than a director
     designated by a person who has entered into an agreement with the Company
     to effect a transaction described in clauses (A) or (B) of this
     subsection) whose election by the Company 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 thereof.

          (f) If the Executive shall terminate her employment under clause (B)
     of Section 9(c) hereof, the Company shall pay the Executive her full
     Salary through the date of Termination at the rate in effect at the time
     Notice of Termination is given plus all other amounts to which she is
     entitled under any compensation or benefit plan or program of the Company,
     and the Company shall have no further obligations to the Executive under
     this Agreement.

          (g) The Executive shall not be required to mitigate the amount of any
     payment provided for in this Section 10 by seeking other employment or
     otherwise and the amount of any payment or benefit provided for in this
     Section 10 shall not be reduced by any compensation earned by the
     Executive as the result of employment by another employer or by retirement
     benefits or otherwise.

1. REPRESENTATIONS AND WARRANTIES.

2.

     1. The Company represents and warrants that this Agreement has been
     authorized by all necessary corporate action of the Company and is a valid
     and binding agreement of the Company enforceable against it in accordance
     with its terms.

     1. The Executive represents and warrants that she is not a party to any
     agreement or instrument which would prevent her from entering into or
     performing her duties in any way under this Agreement.

1. SUCCESSORS; BINDING AGREEMENT.

2.


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     1. The Company will require any successor (whether direct or indirect, by
     purchase, merger, consolidation or otherwise) to all or substantially all
     of the business and/or assets of the Company 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 had
     taken place.

     1. This Agreement is a personal contract and the rights and interests of
     the Executive hereunder may not be sold, transferred, assigned, pledged,
     encumbered, or hypothecated by her, except as otherwise expressly
     permitted by the provisions of this Agreement. This Agreement shall inure
     to the benefit of and be enforceable by the Executive and her personal or
     legal representatives, executors, administrators, successors, heirs,
     distributees, devises and legatees. If the Executive should die while any
     amount would still be payable to her hereunder had the Executive continued
     to live, all such amounts, unless otherwise proved herein, shall be paid
     in accordance with the terms of this Agreement to her devisee, legatee or
     other designee or, if there is not such designee, to her estate.

1. CONFIDENTIALITY AND NON-COMPETITION COVENANTS.

     1. The Executive covenants and agrees that she will not any time during
     and after the end of the Term, directly or indirectly, use for her own
     account, or disclose to any person, firm or corporation, other than
     authorized officers, directors and employees of the Company or its
     subsidiaries, Confidential Information as hereinafter defined) of the
     Company, except (i) while employed by the Company, in the business of and
     for the benefit of the Company or (ii) when required to do so by a court
     of competent jurisdiction, by any governmental agency having supervisory
     authority over the business of the Company, or by any administrative body
     or legislative body (including a committee thereof) with jurisdiction to
     order the Company to divulge, disclose or make accessible such
     information. For purposes of this Agreement, "Confidential Information"
     shall mean non-public information concerning the Company's financial data,
     statistical data, strategic business plans, product development (or other
     proprietary product data), customer, supplier, distributor and bottler
     lists and other information, information relating to practices, processes,
     methods, trade secrets, marketing plans and other non-public, proprietary
     and confidential information of the Company; provided, however, that
     Confidential Information shall not include any information which (x) is
     known generally to the public other than as a result of unauthorized
     disclosure by the Executive, (y) becomes available to the Executive on a
     non-confidential basis from a source other than the Company or (z) was
     available to the Executive on a non-confidential basis prior to its
     disclosure to the Executive by the Company. It is specifically understood
     and agreed by the Executive that any Confidential Information received by
     the Executive during her employment by the Company is deemed Confidential
     Information for purposes of this Agreement. In the event that the
     Executive's employment is terminated hereunder for any reason, she
     immediately shall return to the Company all Confidential Information in
     her possession.
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     1. The Executive covenants and agrees that during the Term and for a
     period of two (2) years following the termination of the Executive's
     employment, the Executive shall not, directly or indirectly, own any
     interest in, operate, join, control or participate as a partner, director,
     principal, officer, or agent of, enter into the employment of, act as a
     consultant to, or perform any services for any entity which has material
     operations which compete with any business in which the Company is engaged
     at the time of the Executive's termination of employment (i.e., the
     bottled water or the fresh juice beverage industry in the same geographic
     area in which the Company or its subsidiaries operate or sell goods).
     Notwithstanding anything herein to the contrary, this Section 13 shall not
     prevent the Executive from acquiring securities representing not more than
     five percent (5%) of the outstanding voting securities of any
     publicly-held corporation.

     1. The Executive and the Company agree that the covenant of
     non-competition is a reasonable covenant under the circumstances, and
     further agree that if, in the opinion of any court of competent
     jurisdiction such covenants are not reasonable in any respect, such court
     shall have the right, power and authority to excise or modify such
     provision or provisions of these covenants as to the court shall appear
     not reasonable and to enforce the remainder of these covenants as so
     amended. The Executive agrees that any breach of the covenants contained
     in this Section 13 would irreparably injure the Company. Accordingly, the
     Executive agrees that the Company, in addition to pursuing any other
     remedies it may have in law or in equity, may obtain an injunction against
     the Executive from any court having jurisdiction over the matter,
     restraining any further violation of this Section 13.

1. ENTIRE AGREEMENT. This Agreement contains all the understandings between the
parties hereto pertaining to the matters referred to herein, and supersedes all
undertakings and agreements (including the Old Employment Agreement), whether
oral or in writing, previously entered into by them with respect thereto. The
Executive represents that, in executing this Agreement, she does not rely and
has not relied upon any representation or statement not set forth herein made
by the Company with regard to the subject matter, bases or effect of this
Agreement or otherwise.

2.

3. AMENDMENT OR MODIFICATION, WAIVER. No provision of this Agreement may be
amended or waived unless such amendment or waiver is agreed to in writing,
signed by the Executive and by a duly authorized officer of the Company. No
waiver by any party hereto of any breach by another party hereto of any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of a similar or dissimilar condition or provision at
the same time, any prior time or any subsequent time. 

4. 

5. INDEMNIFICATION; LEGAL FEES. The Company shall indemnify the Executive and
hold her harmless from any cost, expense or liability arising out of or
relating to any acts or decisions made by her, or in the course of performing
services hereunder, within the scope of her employment hereunder, in accordance
with the Company's charter and by-laws. The Company shall bear, or reimburse
the Executive for, all legal fees incurred by her in connection with entering
into this Agreement. If either

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party institutes any action or proceedings to enforce any rights the party has
under this Agreement or for any other judicial remedy, the prevailing party
shall be entitled to reimbursement from the other party for its costs and
expenses incurred thereby, including but not limited to, reasonable attorneys'
fees and disbursements.

6. 

7. NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed to have been given if delivered personally or sent by
facsimile transmission, overnight courier, or certified, registered or express
mail, postage prepaid. Any such notice shall be deemed given when so delivered
personally or sent by facsimile transmission (provided that a confirmation copy
is sent by overnight courier), one day after deposit with an overnight courier,
or if mailed, five (5) days after the date of deposit in the United States
mails, as follows:

If to the Company, to:

                  Saratoga Beverage Group, Inc.
                  11 Geyser Road
                  Saratoga Springs, New York  12866
                  Attention:  Chief Financial Officer
                  Fax No.:  (516) 584-6038

If to the Executive, to:



                  Fax No:  (561) 392-9267

                  Any notice delivered personally or by courier under this
Section 17 shall be deemed given on the date delivered and any notice sent by
telecopy or registered or certified mail, postage prepaid, return receipt
requested, shall be deemed given on the date telecopied or mailed.

1. SEVERABILITY. If any provision of this Agreement or the application of any
such provision to any party or circumstances shall be determined by any court
of competent jurisdiction to be invalid and unenforceable to any extent, the
remainder of this Agreement or the application of such provision to such person
or circumstances other than those to which it is so determined to be invalid
and unenforceable, shall not be affected thereby, and each provision hereof
shall be validated and shall be enforced to the fullest extent permitted by
law.

2.

3. SURVIVORSHIP. The respective rights and obligations of the parties hereunder
shall survive any termination of this Agreement to the extent necessary to the
intended preservation of such rights and obligations.

4.

5. GOVERNING LAW; ARBITRATION. This Agreement will be governed by and construed
in accordance with the laws of the State of New York, without regard to its
conflicts of laws principles. Any controversy between the parties hereto
relating to this Agreement, or to the meaning or performance thereof, shall be
settled by arbitration in 

<PAGE>

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.

6.

7. HEADINGS. All descriptive headings of sections and paragraphs in this
Agreement are intended solely for convenience, and no provision of this
Agreement is to be construed by reference to the heading of any section or
paragraph.

8.

9. WITHHOLDINGS. All payments to the Executive under this Agreement shall be
reduced by all applicable withholding required by federal, state or local law.

10.

11.
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12. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

13.

14. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.

15.

16.                                 SARATOGA BEVERAGE GROUP, INC.

17.

18.

19.                                 By:
                                    -------------------------------------------
20.                                 Name:
21.                                 Title:

22.

23.

24.

25.              
                                    -------------------------------------------
26.                                 Robin Prever