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                                 EXHIBIT 10.18b
                              TERMINATION AGREEMENT
                             DATED JANUARY 31, 1997
                      BY AND BETWEEN THE COMPANY AND TRIARC
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                              TERMINATION AGREEMENT



      This Termination Agreement, dated as of January 31, 1997, is made and
entered into by and among Triarc Companies, Inc. ("Triarc"), Royal Crown
Company, Inc. ("RCC"), TriBev Corporation ("TriBev"), Saratoga Beverage Group,
Inc. ("Saratoga"), Robin Prever and Anthony Malatino.

      WHEREAS, RCC and Saratoga executed a sales and marketing services
agreement dated as of May 1, 1995 (the "Sales and Marketing Agreement") pursuant
to which RCC agreed to perform certain sales and marketing services on behalf of
Saratoga; and

      WHEREAS, RCC assigned the Sales and Marketing Agreement to its
wholly-owned subsidiary, TriBev; and

      WHEREAS, Triarc, the ultimate parent company of RCC and TriBev, and
Saratoga entered into a credit agreement dated as of July 13, 1995, as amended
by an Amendment, Waiver and Acknowledgment Agreement dated as of December 13,
1995 (the "Credit Agreement"), pursuant to which Triarc agreed to make loans
with a credit limit of $3,000,000 to Saratoga; and

      WHEREAS, Saratoga and Triarc entered into a security agreement dated as of
July 13, 1995 (the "Security Agreement") and a Mortgage and Security Agreement
dated as of December 13, 1995 (the "Mortgage") pursuant to which Saratoga
granted security interests in certain property to Triarc to secure loans under
the Credit Agreement; and

      WHEREAS, Triarc owns a non-callable Warrant A (the "A Warrant") to
purchase 25% of the shares of Class A Common Stock of Saratoga on a
fully-diluted basis at a price of $.01 per share and a non-callable Warrant B
(the "B Warrant") to purchase 26% of the shares of Class A Common Stock of
Saratoga on a fully-diluted basis at a price of $3.50 per share, subject to
adjustment; and

      WHEREAS, Triarc, Robin Prever and Anthony Malatino are parties to a voting
agreement dated as of July 13, 1995 (the "Voting Agreement"); and

      WHEREAS, Triarc is the beneficiary of lockup agreements (the "Lockup
Agreements") with Robin Prever, Anthony Malatino, Peter Campbell, Warren
Lichtenstein, Adam Madkour, John Morabito and Leonard Toboroff; and

      WHEREAS, Saratoga terminated the Sales and Marketing Agreement by letter
dated January 9, 1997; and

      WHEREAS, Triarc and Saratoga have agreed that Saratoga will repay the
balance due under the Credit Agreement; the Credit Agreement, the Security
Agreement, the Mortgage, the Voting Agreement and the Lockup Agreements will be
terminated; and Triarc will acquire 300,000 shares of Class A Common Stock of
Saratoga upon exercise of the A Warrant and Triarc will terminate the remainder
of the A Warrant and the entire B Warrant;

      NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
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      1.  As of the date hereof, Saratoga owes Triarc $300,000, excluding
          interest accrues thereon, under the Note issued pursuant to the Credit
          Agreement. Saratoga agrees to repay the outstanding. Loans and all
          interest accrued thereon in full upon the execution of this Agreement.
          Upon payment in full of the Loans and all interest accrued thereon,
          (i) the Credit Agreement, the Security Agreement and the Mortgage will
          be terminated, (ii) the Lender Directors will resign from Saratoga's
          Board of Directors, (iii) Triarc will execute appropriate UCC
          Termination Statements and (iv) all of the collateral securing the
          Loans shall be released.

      2.  Triarc shall acquire 300,000 shares of Class A Common Stock of
          Saratoga upon exercise of the A Warrant for an exercise price in the
          aggregate of $3,000, and the remainder of the A Warrant and the entire
          B Warrant shall terminate, effective upon the execution of this
          Agreement. Saratoga hereby acknowledges that the Purchase Form
          relating to the exercise of the A Warrant, in the form annexed hereto,
          satisfies all conditions precedent to the exercise of the A Warrant.

      3.  The Voting Agreement and each of the Lockup Agreements shall terminate
          effective upon the execution of this Agreement.

      4.  Saratoga hereby releases and discharges Triarc, RCC, TriBev and their
          affiliates, assigns, subsidiaries, parents, predecessors and
          successors and the shareholders, employees, officers, directors,
          representatives and agents of any of them (collectively the "Triarc
          Releases"), from any and all charges, claims or causes of action any
          of them may have against any of the Triarc Releases.

      5.  Triarc, RCC and TriBev hereby release and discharge Saratoga, its
          affiliates, assigns, subsidiaries, parents, predecessors and
          successors and the shareholders, employees, officers, directors,
          representatives and agents of any of them (collectively the "Saratoga
          Releases"), from any and all charges, claims or causes of action any
          of them may have against any of the Saratoga Releases.

      6.  Triarc acknowledges that Saratoga is in discussions with various
          entities which discussions could result in some form of strategic
          alliance or transaction.

      7.  Capitalized terms not otherwise defined herein have the meanings
          assigned to them in the Credit Agreement.

      8.  This Agreement shall be governed by the laws of the State of New York
          applicable to agreements to be performed wholly within such State.


                       [SIGNATURES BEGIN ON THE NEXT PAGE]
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      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
31st day of January, 1997.


                                       TRIARC COMPANIES, INC.



                                       By: /s/ Thomas B. Shultz
                                           ------------------------------------
                                           Thomas B. Shultz
                                           Vice President & Asst. Treasurer


                                       ROYAL CROWN COMPANY, INC.



                                       By:  /s/ Thomas B. Shultz
                                           ------------------------------------
                                           Thomas B. Shultz
                                           Vice President & Treasurer


                                       TRIBEV CORPORATION



                                       By:  /s/ Thomas B. Shultz
                                           ------------------------------------
                                           Thomas B. Shultz
                                           Vice President & Treasurer


                                       SARATOGA BEVERAGE GROUP, INC.



                                       By: /s/ Robin Prever
                                           ------------------------------------



                                       /s/ Robin Prever
                                       ----------------------------------------
                                       Robin Prever



                                       /s/ Anthony Malatino
                                       ----------------------------------------
                                       Anthony Malatino