EXHIBIT 10.4

                           SHORT TERM LOAN AGREEMENT

     Loan Agreement dated October 3, 1995, among The Fresh Juice Company of
Florida, Inc. a Florida corporation (having its principal place of business)
(residing at) 1000 American Superior Blv. Winterhaven, Florida ("Borrower") and
guarantor(s) identified by their execution below ("Borrower" and "Guarantor(s)"
collectively referred to hereafter as "the Obligors") and Chemical Bank, a New
York banking corporation ("the Bank"). Borrower has applied to the Bank for a
loan in the principal amount of $1,100,000 the proceeds of which shall be used
for the purpose as outlined in the preamble to the Rider ("the Loan"). The Bank
has made the Loan upon the following terms and conditions: attached hereto.

               (1) The Note: Rate of Interest Manner of Repayment.*

                   *Refer to Rider attached hereto.

               (2) Representations and Warranties.
                   In order to induce the Bank to enter into this Agreement and
                   to make the Loan, each Obligor represents and warrants to the
                   Bank that:

                       a. (As to each Obligor that is not an individual) it:

                          (i)   is duly organized, validly existing and in good 
                                standing under the laws of the jurisdiction of 
                                its incorporation or formation;

                          (ii)  is duly qualified and in good standing in every
                                jurisdiction in which it presently engages in 
                                business and in which such qualification is 
                                required;

                          (iii) has the power, authority and legal right to 
                                own, or lease and enjoy undisturbed, the 
                                assets of the business and engage in business 
                                as now conducted;

                          (iv)  has the power, authority and legal right to 
                                enter into and execute this Agreement, the 
                                Note, the Guaranty and any Security Agreement, 
                                Pledge Agreememt, General Loan and Collateral 
                                Agreement or other agreements furnished in 
                                connection with the Loan; and

                          (v)   such Obligor has no subsidiaries or affiliates 
                                except those listed on Exhibit B hereof and in 
                                each instance it owns all of the outstanding 
                                stock of such subsidiaries.

Financial Statements   b. All financial statements of such Obligor previously 
Accurate No Change        delivered to the Bank, whether or not in connection
                          with this Loan, are complete, correct, present fairly
                          the financial condition of that entity, reflect every

                          liability (whether direct or contingent) and there has
                          been no material adverse change in the financial
                          condition of such Obligor since financial statements
                          dated 8/1/95 (as to Borrower) and 5/31/95 (as to
                          Guarantor);

Other Agreements       c. This Agreement will not violate any other indenture or
                          other agreement nor any law, order, rule or regulation
                          of any government instrumentality applicable to such
                          Obligor or by which its property is bound nor will it
                          result in the creation or imposition of any other
                          lien, except for those being created by any Security
                          Agreement related hereto;

First Lien             d. Any security interests created as Collateral for the 
                          Loan constitute valid, first and prior perfected 
                          liens in favor of the Bank;

Litigation             e. There are no suits or proceedings pending or
                          threatened against such Obligor or affecting any of
                          its properties (of which such Obligor has any
                          knowledge) except those disclosed and explained by
                          letter of counsel annexed hereto as Exhibit C; whether
                          or not a letter of Borrower's counsel is required for
                          this purpose, the Bank shall have received, on or
                          immediately prior to the date of tis Agreement, the
                          favorable written opinion of Borrower's counsel
                          addressed to the Bank confirming the accuracy of the
                          representations and warranties set forth in Sections
                          2(a), (c) and (d) hereof;

Taxes                  f. Federal Income Tax returns of such Obligor have been
                          audited through           N/A             (as to
                                          _________________________ Borrower)
                          and 11/30/92 (as to Guarantor) and deficiencies (if
                          any) resulting from such examinations have been
                          reserved against or discharged. Additionally, such
                          Obligor has filed all required Federal, state and
                          local returns, including those for corporate franchise
                          taxes, and has paid all taxes or assessments due
                          thereon;

ERISA                  g. Such Obligor, if required, is in compliance in every
                          material respect with the applicable provisions of the
                          Employee Retirement Income Security Act of 1974
                          ("ERISA") and regulations or published interpretations
                          thereof and has not had a Reportable Event occur with
                          respect to any Plan as defined in ERISA; and 

Federal Reserve        h. Such Obligor is not engaged principally in nor has an
Regulations               important activity in the business of extending credit
                          for the purpose of purchasing or carrying "margin
                          stock" (as defined in Regulation U of the Board of
                          Governors of the Federal Reserve System) nor will any

                          part of the proceeds of this Loan be used, now or
                          ultimately, to purchase or carry such stock or extend
                          such credit or violate in any way Regulations G, T, U
                          or X of such Board of Governors.

                          *Refer to Rider attached hereto for Additional
                           Representations and Warranties.
 
               (3) Affirmative Covenants.
                   Each Corporate Obligor (that is not an individual) covenants 
                   and agrees that, from the date hereof until the full 
                   satisfaction of the obligations under this Agreement and 
                   the Note:

Corporate              a. It shall preserve, protect, renew and keep in full 
Existence                 force and effect its existence, rights, licenses,
and Properties            permits, patents, trademarks, trade names and
                          franchises; comply with all laws and regulations
                          applicable to it; not materially alter the nature or
                          scope of business as presently conducted by it and
                          preserve, repair and maintain all property utilized 
                          in the conduct of its business;

Insurance              b. Maintain insurance with financially sound insurers on
                          its properties against such risks as fire, public
                          liability, lack of fidelity by its employees all as
                          is customary with companies in similar businesses or
                          as reasonably required by the Bank and name the Bank.

Financial Statements   c. Furnish to the Bank the following financial
                          information: *"loss payee" with respect to any
               .          insurance covering the Collateral.

                          *Refer to Rider attached hereto. 

Access to              d. Upon written request, the Bank's representatives shall
Premises and Records      be permitted access to any or all of such Obligor's
                          properties and financial records, to make extracts
                          from such records and to discuss the business,
                          finances and affairs with its officers;


Notices                e. It shall promptly give written notice to the Bank of:
ERISA                     (i)   the details of any Reportable Event as defined
                                in ERISA which has occurred;
Events of Default         (ii)  the occurrence of any event which alone or with
                                notice, the passage of time or both, would 
                                constitute an Event of Default;
Litigation                (iii) the commencement of any proceeding or litigation
                                which, if adversely determined, would adversely
                                affect its financial condition or ability to 
                                conduct business; or 
Additional                (iv)  Refer to Rider attached hereto.
Guarantors
                                *Refer to Rider attached hereto for Additional 
                                 Affirmative Covenants. 

               (4) Negative Covenants.
                   Each Obligor that is not an individual covenants and agrees 
                   that, from the date hereof until the full satisfaction of 
                   obligations under this Agreement and the Note, it will not 
                   without the Bank's prior written consent:

Indebtedness           a. Create, incur or assume any indebtedness for borrowed
                          money other than:
                          (i)   that provided under this Agreement or otherwise
                                consented to by the Bank;
                          (ii)  that owing on the date hereof and scheduled on
                                Exhibit D; and 
                          (iii) *that which is subordinated to indebtedness due
                                the Bank on terms satisfactory to the Bank 
                                ("Approved Subordinated Debt").

                                *Refer to Rider attached hereto.

Liens                  b. Create, incur or permit to exist against any of its
                          properties or assets, real or personal, tangible or
                          intangible, now owned or hereafter acquired, any
                          mortgage or other lien or encumberance, except:
                          (i)   deposits or pledges relating to the payment of
                                Workman's Compensation, Unemployment Insurance, 
                                old age pension or other Social Security;
                          (ii)  deposits or pledges relating to the performance
                                of bids, tenders, contracts or leases;
                          (iii) deposits or pledges relating to statutory
                                obligations and surety or appeal bonds 
                                necessary to the continuance of the business 
                                in the ordinary course;
                          (iv)  liens for taxes not delinquent or being 
                                contested in good faith and by appropriate 
                                proceedings; and 

                                *Refer to Rider attached hereto.


Contingent             c. Assume, guarantee, endorse or otherwise become
Obligations               directly or contingently liable for the obligations of
                          any other person execept for the Guaranty in
                          connection with this Agreement and the endorsement of
                          negotiable instruments for deposit or collection in
                          the ordinary course of business;

Leases                 d. Create, incur or assume any obligations for the
                          rental, hire or lease of real or personal property if
                          the aggregate of such, payable in any one fiscal year,
                          would exceed $250,000;

Capital Expenditures   e. Refer to Rider attached hereto.

                       f. Intentionally omitted.

Asset Sale             g. Refer to Rider attached hereto.

Merger                 h. Refer to Rider attached hereto.

Notes/Accounts         i. Sell, assign, discount or otherwise dispose of any of
Sale                      its notes or accounts receivable except for collection
                          in the ordinary course of business;

Loans                  j. Make loans or advances to any other Person (except a
                          Guarantor);

Investments            k. Purchase or make any investment in the stock,
                          securities or evidences of indebtedness of any other
                          Person except:
                          (i)   a Guarantor;
                          (ii)  the United States Government and its agencies; 
                                and
                          (iii) Certificates of Deposit of domestic banks having
                                capital and surplus in excess of $100,000,000.00

                                *Refer to Rider attached hereto.

Dividends              l. Refer to Rider attached hereto.

                          *Refer to Rider attached hereto for Additional 
                           Negative Covenants.


               (5) Intentionally omitted.

               (6) Events of Default.
                   In case of the happening of any of the following events 
                   ("Events of Default");

                   a. any representation or warranty made herein, in any
                      Security Agreement, Pledge Agreement or General Loan
                      and Collateral Agreement or in any other instrument,
                      agreement or certificate furnished in connection with
                      any of the foregoing shall prove false or misleading 
                      in any material respect;

                   b. any occurrence delineated in the Note as an Event of 
                      Default;

                   c. any occurrence delineated in the Security Agreement; 
                      or any other Loan Document as an Event of Default;

                   d. Any Obligor shall default in the due observance or 
                      performance of any negative covenant contained in 
                      this Agreement or any Security Agreement or any
                      other Loan Document;

                   e. Any Obligor shall default in the due observance or 
                      performance of any covenant, condition or agreement 
                      (other than those referred to in sections (b) and 
                      (d) immediately above) contained in this Agreement 
                      or any Security Agreement to which it is a party and 
                      such default shall continue unremedied for 10 days
                      after notice from the Bank of such default demanding 
                      that it be cured;

                   f. A Reportable Event shall have occurred with respect 
                      to any Plan as defined in ERISA and (i) the Bank has 
                      notified the affected Obligor in writing that it has
                      determined that such Reportable Event constitutes 
                      reasonable grounds for termination of such Plan by 
                      the Pension Benefit Guaranty Corporation or the
                      appointment of a trustee, to administer the Plan, by 
                      an appropriate U.S. District Court or (ii) such 
                      termination proceedings are commenced or such
                      appointment occurs; 

                   then, the Note shall be immediately due and payable in
                   full, both as to principal and interest, without 
                   presentment, demand, protest or notice of any kind, all
                   of which are hereby expressly waived, anything contained
                   herein, in the Note, in the Security Agreement or
                   elsewhere to the contrary notwithstanding.

                      *Refer to Rider attached hereto for Additional Events 
                      of Default.


               (7) Miscellaneous

Expenses           a. The Borrower will pay all out of pocket losses, costs
                      and expenses incurred by the Bank in connection with the
                      Loan hereunder, the enforcement of any provision of this
                      Agreement, or any Note or the collection of any amount
                      due hereunder or thereunder including but not limited
                      to, the reasonable fees and disbursements of counsel to
                      the Bank incurred in the course of so enforcing such
                      rights.

No Waiver          b. No failure or delay by the Bank in exercising any right,
                      power or remedy hereunder upon a breach hereof shall
                      constitute a waiver of any such term, condition,
                      covenant, agreement, right, power of Bank from
                      exercising any such rights, power or remedy at any later
                      time or times.

Additional         c. The Rider annexed hereto shall constitute an integral
Provisions            part of this Short Form Term Loan Agreement.

Conditions of      d. Refer to Exhibit F attached hereto and made a part hereof.
Closing

Amendments         e. The Bank shall not be deemed to have waived any of the
                      terms, agreements, conditions and covenants hereof,
                      except by a writing signed by an officer of the Bank and
                      delivered to the Borrower. This Agreement may be amended
                      by a supplemental Agreement setting forth such amendment
                      or amendments when properly executed by all the parties
                      to this Agreement.

GAAP               f. All accounting terms used herein shall have the meaning
                      assigned to them by generally accepted accounting
                      principles, unless otherwise defined.

Law Governing      g. This Agreement and all rights hereunder, shall be
                      governed by the laws of the State of New York and
                      applicable laws of the United States and shall be
                      binding upon the Obligors, their heirs, executors,
                      administrators, successors and assigns and shall inure
                      to the benefit of the Bank, its successors and assigns.
                      The obligations and conditions of this Agreement shall
                      continue until all indebtedness and liability of the
                      Obligors to the Bank hereunder has been paid and
                      satisfied in full.



The Fresh Juice Company, Inc. (as Guarantor)  The Fresh Juice Company of 
                                              Florida, Inc.

By: /s/ Steven Smith                          By: /s/ Steven Smith   
    ----------------------                        -------------------------
Name:  Steven Smith                           Name:  Steven Smith
Title: President                              Title: Secretary


Accepted:

Chemical Bank

By: /s/
    ---------------------------




     THE RIDER DATED OCTOBER 3, 1995 TO SHORT FORM TERM LOAN AGREEMENT (the
"Loan Agreement") dated October 3, 1995 among THE FRESH JUICE COMPANY OF
FLORIDA, INC., a Florida corporation, having its principal place of business at
1000 American Superior Blvd., Winterhaven, Florida (the "Borrower") and THE
FRESH JUICE COMPANY, INC., a Delaware corporation, having its principal place
of business at 350 Northern Blvd., Great Neck, New York, (individually, a
"Guarantor" and collectively with any future guarantors, the "Guarantors") (the
Borrower and the Guarantor(s) collectively, the "Obligors") and CHEMICAL BANK,
a New York banking corporation, having an office at 50 Charles Lindbergh Blvd.,
Uniondale, New York 11553 (the "Bank"). The Borrower has applied to the Bank
for a $1,100,000 secured term loan (the "Loan" or the "Term Loan"), the
proceeds of which shall be used for the purpose of (i) partially financing
leasehold improvements of $250,000 (the "Leasehold Improvements") to be made to
the Borrower's 68,000 square foot leased facility located at 1000 American
Superior Blvd., Winterhaven, Florida (the "Leased Facility") in connection with
developing a citrus juice processing plant (the "Processing Plant") in the
Leased Facility and (ii) financing the purchase of machinery and equipment of
$850,000 (the "Capital Equipment") to be used in the Processing Plant.


I.   THE NOTES: RATE OF INTEREST AND MANNER OF REPAYMENT.

       SECTION A.  THE TERM LOAN; TERM NOTE; INTEREST ON TERM LOAN.

         (1)  The Loan shall be in an aggregate principal amount of $1,100,000. 
              Principal amounts outstanding pursuant to the Term Loan shall
              bear interest at either the Fixed Rate (the "Fixed Rate Loan") or
              the Prime Rate plus 1/2 of 1% (the "Prime Rate Loan") at the
              Borrower's election on October 3, 1995 (the "Closing Date"), or
              in the case of the Fixed Rate Loan, three (3) business days prior
              to the Closing Date, in accordance with the following provisions.
              The interest rate that is selected shall be for the period from
              the Closing Date to and including the Maturity Date (as defined
              in (2) below).

         (2)  The Prime Rate Loan shall be in the principal amount of 
              $1,100,000 and shall bear interest for the duration of the Term
              Loan on the unpaid principal amount from the date of such Loan, 
              until the Maturity Date, at the Prime Rate plus 1/2 of 1% per 
              annum, such interest to be payable on the last business day of 
              each month, in arrears, commencing October 31, 1995 and on the 
              Maturity Date. The Fixed Rate Loan shall be in the principal 
              amount of $1,100,000 and shall bear interest for the duration of 
              the Term Loan on the unpaid principal amount from the date of 
              such Loan, until the Maturity Date, at the Fixed Rate, such 
              interest to be payable on the last business day of each month, 
              in arrears, commencing on October 31, 1995 and on the Maturity 
              Date. The Maturity Date shall be September 30, 2000.

         (3)  The Term Loan shall be evidenced by a promissory note duly
              executed by the Borrower in substantially the same form of 
              Exhibit A attached hereto (the "Note" or the "Term Note"). 
              Principal on the Note shall be payable in forty-eight (48) 
              substantially equal consecutive monthly installments. Principal 
              payments on the Note shall be payable on the last business day of
              each month, commencing on October 31, 1996, and ending on the 
              Maturity Date.

         (4)  Interest shall be payable on any overdue principal and/or
              interest on the Term Loan (whether at the due date or as a 
              result of acceleration or otherwise) at a fluctuating rate per 
              annum of 2% in excess of the rate in effect from time to time on 
              such Term Loan, but in no event higher than the maximum rate 
              permitted under applicable law. The Borrower irrevocably and 
              unconditionally authorizes the Bank to charge any account of the 
              Borrower maintained with the Bank for interest and principal due 
              and payable on the Term Loan.

       SECTION B.  DEFINITIONS OF INTEREST RATES ON LOANS.

         (1)  The "Prime Rate" is such rate of interest as is publicly
              announced from time to time by the Bank at its principal office 
              as its prime rate calculated on a 360-day basis for the actual 
              number of days elapsed. Each change in the Prime Rate shall be 
              effective on the date such change is announced; and    

         (2)  The "Fixed Rate" is a fixed rate of interest to be determined by
              the Bank at its sole discretion (subject to availability) by
              reference to such factors and considerations as the Bank shall 
              deem relevant and offered by the Bank to the Borrower, and 
              calculated on a 360-day basis.

       SECTION C.  PREPAYMENT OF LOANS.

         (1)  The Borrower shall have the right at any time from time to time
              to prepay the Prime Rate Loan, in whole or in part, without 
              premium or penalty, upon at least one business day's prior 
              written, telephonic (immediately confirmed in writing) or 
              facsimile notice to the Bank; provided, however, that each such 
              partial prepayment shall be in the minimum principal amount of
              $100,000. All partial prepayments of the Prime Rate Loan shall 
              be applied to installments of principal thereof in the inverse 
              order of maturity and accompanied by accrued interest on the 
              amount of such prepayment to the date thereof. Each notice of
              prepayment shall specify the prepayment date and the principal
              amount of the Loan to be prepaid, shall be irrevocable and shall
              commit the Borrower to prepay such Loan by the amount stated
              therein on the date stated therein. Each prepayment of the Prime
              Rate Loan shall be permanent.   

         (2)  The Fixed Rate Loan may be prepaid at the Borrower's option in
              whole or in part in minimum amounts of $100,000 upon not less 
              than three (3) business days' prior irrevocable written, 
              telephonic (immediately confirmed in writing) or facsimile 
              notice to the Bank accompanied by payment of a prepayment
              premium equal to the difference between the rate on the Fixed 
              Rate Loan and, if lower than the rate on said Loan, the rate 
              equal to the average yield on United States Treasury Securities 
              maturing nearest to the Maturity Date for such Fixed Rate Loan 
              (each rate computed per annum on the basis of a year of 360 days)
              multiplied by the product of the remaining number of years, or 
              fraction thereof, until the Maturity Date with respect to such 
              Fixed Rate Loan and the principal amount being prepaid. Each 
              prepayment of the Fixed Rate Loan shall be applied to the 
              installments thereof in the inverse order of maturity and
              accompanied by accrued interest on the amount of such prepayment 
              to the date thereof. If the rate based on such United States 
              Treasury Securities shall be higher than the rate on the Fixed 
              Rate Loan, no prepayment premium shall be assessed. Each notice 
              of prepayment shall specify the prepayment date and the 
              principal amount of the Loan to be prepaid, shall be irrevocable
              and shall commit the Borrower to prepay such Loan by the amount
              stated therein on the date stated therein. Each prepayment of the
              Fixed Rate Loan shall be permanent.

       SECTION D.     Increased Costs. If either (i) the introduction of or any
change in or in the interpretation of any law or regulation or (ii) the
compliance by the Bank with any other guideline or request from any central
bank or other governmental authority shall result in any increase in the cost to
the Bank of making, funding or maintaining the Fixed Rate Loan, then the
Borrower shall from time to time, upon demand by the Bank, pay to the Bank
additional amounts sufficient to indemnify the Bank against such increased cost.
A certificate as to the amount of such increased cost shall be submitted to the
Borrower by the Bank and shall be conclusive absent manifest error.

       SECTION E.     Exhibits. The Term Note is attached hereto as Exhibit A, 
and its definitions, terms and conditions are expressly incorporated herein by
reference.

       SECTION F.     Funds; Manner of Payment. Unless otherwise specified 
herein, each payment and prepayment of principal of and interest on the Term
Note shall be made by the Borrower not later than 12:00 noon, New York City
time, on the date on which it is payable, in Federal or other immediately
available funds.

II. ADDITIONAL REPRESENTATIONS AND WARRANTIES

Fresh Pik't
Natural Foods, Inc.     (2)i.   All of the operating assets (other than the
                                accounts receivable and the machinery and
                                equipment of Fresh Pik't Natural Foods, Inc.
                                which were transferred to Fresh Juice) shown
                                on the financial statement of Fresh Pik't
                                Natural Foods, Inc. for the fiscal period
                                ended May 31, 1995 have been sold to Corganics
                                Inc. pursuant to an asset purchase agreement
                                dated August 21, 1995 between Fresh Pik't
                                Natural Foods, Inc. and Corganics Inc. (the
                                "Asset Purchase Agreement").

                        (2)j.   Fresh Pik't Natural Foods, Inc. ("Fresh Pik't")
                                is a Maryland corporation with nominal assets 
                                and is in the process of being dissolved.

Minalba Foods, Inc.     (2)k.   Minalba Foods, Inc. ("Minalba") is a New York
                                corporation with nominal assets.

III. ADDITIONAL AFFIRMATIVE COVENANTS

Financial Statements:   (3)c.   Furnish to the Bank the following financial
                                information:

                                (i) as soon as available, but in any event not
                                later than ninety (90) days after the end of
                                each fiscal year of The Fresh Juice Company,
                                Inc. ("Fresh Juice"), (y) the audited 
                                consolidated financial statements of Fresh 
                                Juice and its subsidiaries, including balance
                                sheets, income statements and statements of
                                cash flow, prepared in accordance with generally
                                accepted accounting principles ("GAAP")
                                consistently applied by independent certified
                                public accountants acceptable to the Bank
                                accompanied by the unqualified opinion of such
                                independent certified public accountants and (z)
                                the unaudited consolidating financial statements
                                of Fresh Juice and its subsidiaries, including
                                balance sheets, income statements and statements
                                of cash flow, prepared in accordance with GAAP
                                consistently applied by the chief financial
                                officer of Fresh Juice;

                                (ii) as soon as available, but in any event not
                                later than forty-five (45) days after the end of
                                the second fiscal quarter of each fiscal year of
                                Fresh Juice, the management prepared
                                consolidated and consolidating financial
                                statements of Fresh Juice and its subsidiaries,
                                including balance sheets, income statements and
                                statements of cash flow, their accuracy 
                                certified in a manner satisfactory to the Bank
                                by the chief financial officer of Fresh Juice;

                                (iii) as soon as available, but in any event not
                                later than forty-five (45) days after the end of
                                each of the first and third fiscal quarters of
                                each fiscal year of Fresh Juice, the 
                                management prepared consolidated financial
                                statements of Fresh Juice and its subsidiaries,
                                including balance sheets, income statements and
                                statements of cash flow, their accuracy
                                certified in a manner satisfactory to the Bank
                                by the chief financial officer of Fresh Juice; 

                                (iv) with each delivery of financial statements
                                required by (i), (ii) and (iii) above, a
                                certificate signed by the chief financial
                                officer of the Borrower and the Guarantor(s) as
                                to whether or not, as of the close of such
                                preceding period and at all times during such
                                preceding period, the Borrower and the
                                Guarantor(s) were and currently are, to his
                                knowledge, in compliance with all the provisions
                                of the Loan Agreement, showing computation of
                                the financial covenants and, if the chief
                                financial officer shall have obtained knowledge
                                of any default or Event of Default, he shall
                                disclose in such certificate such defaults or
                                Events of Default or notice thereof and the
                                nature thereof;

                                (v) promptly, from time to time, such other
                                information regarding the operations, business
                                affairs and financial condition of the Borrower
                                and the Guarantor(s) as the Bank may reasonably
                                request;

Additional Guarantors;  (3)c.   (iv) the formation of any subsidiary or
                                affiliate (other than any affiliate of the
                                Borrower or any Guarantor which does not have
                                any transactions with the Borrower or such
                                Guarantor (except transactions in the ordinary
                                course of business and so long as such 
                                transactions are not less favorable to the
                                Borrower or such Guarantor than would be
                                obtained in a comparable arm's length
                                transaction with a person that is not an
                                affiliate)) of the Borrower or any Guarantor
                                after the date of this Loan Agreement, which
                                notice shall be accompanied by the resolution of
                                the Board of Directors of such subsidiary or
                                affiliate authorizing such entity to execute
                                this Loan Agreement as an additional Guarantor
                                together with such execution by Amendment and
                                such Guaranty.

                                Notwithstanding the foregoing, (a) if Fresh
                                Pik't is not dissolved within one hundred eighty
                                (180) days after the Closing Date, Fresh Juice
                                shall cause Fresh Pik't to become a Guarantor of
                                all indebtedness and other obligations of the
                                Borrower under this Loan Agreement and (b) if
                                (i) the total assets of Minalba represent more
                                than 10% of Consolidated Total Assets or (ii)
                                the net income of Minalba represents more than
                                10% of Consolidated Net Income, Fresh Juice
                                shall cause Minalba to become a Guarantor of
                                all indebtedness and other obligations of the
                                Borrower under this Loan Agreement.

                                "Consolidated Total Assets" shall mean, at a
                                particular date, the aggregate amount which
                                would, in conformity with generally accepted
                                accounting principles, be included under total
                                assets on a consolidated balance sheet of Fresh
                                Juice and its subsidiaries as at such date.

                                "Consolidated Net Income" shall mean, at a
                                particular date, the aggregate amount which
                                would, in accordance with generally accepted
                                accounting principles, be classified as
                                consolidated net income, after taxes, in a
                                consolidated income statement of Fresh Juice
                                and its subsidiaries as at such date.

Dissolution:            (3)f.   Within one hundred twenty (120) days after
                                filing, a copy of the certificate of dissolution
                                for Fresh Pik't Natural Foods, Inc.
                                Notwithstanding the above, such certificate of
                                dissolution shall not be required if Fresh Pik't
                                shall become a Guarantor pursuant to the section
                                herein entitled "Additional Guarantors".

Taxes:                  (3)g.   It shall promptly (i) pay all indebtedness and
                                obligations as and when due and payable (other
                                than trade payables incurred in the ordinary
                                course of business which are contested in good
                                faith) and (ii) pay and discharge all taxes,
                                assessments and government charges which, if
                                unpaid, might become a lien or charge upon any
                                of its properties.

IV. ADDITIONAL NEGATIVE COVENANTS

Indebtedness:           (4)a.   (iv) indebtedness owing to the Bank;
                                (v) trade payables incurred in the ordinary
                                course of business; and 
                                (vi) indebtedness owing from the Borrower to any
                                Guarantor or from any Guarantor to the Borrower
                                or another Guarantor.

Liens:                  (4)b.   (v) liens granted to the Bank; and
                                (vi) liens existing on the date hereof and
                                scheduled satisfactory to the Bank on Exhibit E,
                                such liens not be renewed or rescheduled.

Capital Expenditures:   (4)e.   Make any capital expenditures (excluding capital
                                expenditures related to equipping the Processing
                                Plant during the fiscal years ending November
                                30, 1995, and November 30, 1996, provided, that
                                such expenditures do not exceed $2,300,000 in
                                in the aggregate) if, after giving effect
                                thereto, the aggregate amount of such
                                expenditures by Fresh Juice and its subsidiaries
                                would exceed $200,000 during any fiscal year.

Asset Sale:             (4)g.   Sell, transfer,or otherwise dispose of its
                                assets, except in the normal course of business,
                                or sell and thereafter enter into an arrangement
                                with the buyer to rent or lease back all or any
                                substantial part of its properties or assets.

Merger:                 (4)h.   Consolidate with or merge into any other
                                corporation, or permit another corporation to 
                                merger into it or acquire all or substantially
                                all of the properties, shares or assets of any
                                other Person (defined below) provided, however
                                that Fresh Juice shall be permitted to acquire
                                all or substantially all of the capital stock or
                                assets of any other Person if: (i) the aggregate
                                Consideration (as hereinafter defined) for such 
                                acquisition is not in excess of $500,000 per
                                acquisition transaction; (ii) the acquiree (or
                                the assets being acquired) is in (or are to be
                                used in, in the case of acquired assets)
                                substantially the same business as operated by
                                the Borrower or the Guarantor(s) as of the 
                                Closing Date; (iii) such acquisition transaction
                                shall be "non-hostile" (i.e.: with the consent 
                                of the Board of Directors of the acquiree);
                                (iv) there shall exist no default or Event of
                                Default hereunder either immediately preceding
                                or immediately succeeding such acquisition
                                transaction (an acquisition transaction which is
                                consummated in accordance with (i) through (iv)
                                above shall be defined as a "Permitted
                                Acquisition"); and (v) the aggregate
                                Consideration for all such Permitted
                                Acquisitions shall not exceed $750,000 during
                                the term hereof.

                                Notwithstanding the foregoing, the limitations
                                on Consideration set forth in Section 4(h)(i)
                                above shall not apply to acquisitions financed
                                (wholly or partially) by the issuance of capital
                                stock of Fresh Juice so long as (a) the Borrower
                                or any Guarantor does not contribute more than
                                $500,000 (in the aggregate) to "fund" such
                                acquisition (by means of cash, cash equivalents,
                                transaction costs, guarantees, assumed
                                liabilities, fees, any deferred portions of the
                                purchase price or any other costs paid in
                                connection with the acquisition) and (b) such
                                acquisition does not detrimentally impact the
                                Borrower or any Guarantor's financial condition
                                (determined in the Bank's reasonable judgment
                                upon review of contingent obligations,
                                litigation, environmental exposure or other
                                relevant issues with respect to the proposed
                                acquiree or the proposed assets being acquired).

                                "Person" shall mean any natural person,
                                corporation, business trust, joint venture,
                                association, company, partnership or government,
                                or any agency or political subdivision thereof.

                                "Consideration" shall mean, collectively, cash,
                                cash equivalents, transaction costs, guarantees
                                and other contingent obligations, assumed
                                liabilities, fees, any deferred portions of the
                                purchase price or any other costs paid in
                                connection with the acquisition.

Investments:            (4)k.   (iv) money market funds with assets of
                                $2,500,000,000 or more; and (v) Permitted
                                Acquisitions.

Dividends:              (4)l.   Declare or pay any dividends or make any other
                                distribution, whether in cash, property,
                                securities or any combination thereof, with
                                respect to any shares of capital stock or
                                redeem, purchase, or retire any shares of any
                                class of capital stock or set apart any sum for
                                such purposes if immediately prior to or
                                immediately following such proposed dividends,
                                distributions, purchases, redemption or
                                retirement, there shall exist a default or Event
                                of Default under this Loan Agreement.

Debt Service
Coverage Ratio:         (4)m    Permit the Consolidated Debt Service Coverage
                                Ratio of Fresh Juice and its subsidiaries to be
                                less than 1.25 to 1.00 at any time.

                                "Consolidated Debt Service Coverage Ratio" shall
                                be defined as the ratio of (i) net income
                                (excluding extraordinary gains) plus
                                depreciation, plus amortization of intangibles,
                                plus interest expense, minus unfunded capital
                                expenditures minus cash dividends, distributions
                                and withdrawals to (ii) interest expense plus
                                the current portion of long term indebtedness of
                                Fresh Juice and its subsidiaries. All categories
                                of the Consolidated Debt Service Coverage Ratio
                                shall be measured over the prior four (4) fiscal
                                quarters with the exception of the current
                                portion of long term indebtedness which shall be
                                measured over the future four (4) fiscal
                                quarters, and all such categories shall be
                                measured on a consolidated basis incorporating
                                Fresh Juice and its subsidiaries.

Leverage:               (4)n    Permit the ratio of (i) Consolidated Total
                                Unsubordinated Liabilities to (ii) Consolidated
                                Tangible Net Worth plus Subordinated Debt to be
                                greater than 1.0 to 1.0 at any time.

                                "Total Unsubordinated Liabilities" shall be
                                defined as all of the liabilities of Fresh Juice
                                and its subsidiaries on a consolidated basis
                                which would properly appear on the liability
                                side of the consolidated balance sheet of Fresh
                                Juice and its subsidiaries, other than capital
                                stock, capital surplus, treasury stock, retained
                                earnings and Subordinated Debt, under generally
                                accepted accounting principles.

                                "Subordinated Debt" shall be defined as
                                indebtedness of the Borrower and its
                                subsidiaries on a consolidated basis which is
                                subordinated, on terms satisfactory to the Bank,
                                to indebtedness of the Borrower owing to the
                                Bank.

                                "Tangible Net Worth" shall be defined as (i) the
                                aggregate amount at which all assets of Fresh
                                Juice and its subsidiaries on a consolidated
                                basis would be shown on the consolidated balance
                                sheet of Fresh Juice and its subsidiaries after
                                deducting capitalized research and development
                                costs, capitalized interest, debt discount and
                                expense, goodwill, patents, trademarks,
                                copyrights, franchises, licenses and such other
                                assets as are properly classified as "intangible
                                assets" minus (ii) Total Liabilities (meaning,
                                Total Unsubordinated Liabilities plus
                                Subordinated Debt).

Tangible Net Worth:     (4)o.   Permit Consolidated Tangible Net Worth of Fresh
                                Juice and its subsidiaries ("TNW") at any time
                                to be less than:

                                Period                      Amount
                                ------                      ------
                                From the date hereof
                                through 11/29/96            $4,000,000
                                11/30/96 through 11/29/97   $4,100,000
                                11/30/97 through 11/29/98   $4,300,000
                                11/30/98 through 11/29/99   $4,600,000
                                11/30/96 and thereafter     $4,900,000

Fiscal Year End:        (4)p.   Change its fiscal year end from
                                November 30th.

Prepayment of
Outstanding Debt:       (4)q.   Pay, in whole or in part, any outstanding debt
                                (other than debt owing to the Bank and trade
                                payables incurred in the ordinary course of
                                business) of the Borrower or any Guarantor
                                which, by its terms, is not yet due and payable.

Modification to Other
Credit Agreements:      (4)r.   Modify or amend the terms, convenants,
                                conditions and provisions of (i) the purchase
                                money mortgage entered into on August 1, 1995
                                by The Fresh Juice Company, Inc. (as mortgagor)
                                in favor of Fantasy-BlankeBaer Corporation (as
                                mortgagee) (the "Purchase Money Mortgage") as
                                evidenced by a promissory note dated August 1,
                                1995 made by The Fresh Juice Company, Inc. in
                                favor of Fantasy-BlankeBaer Corporation in the
                                original principal amount of $475,000 (the
                                "Promissory Note") or (ii) any other credit
                                agreement or other indebtedness for borrowed
                                money of the Borrower or any Guarantor.

Transactions with
Affiliates:             (4)s.   Enter into any transaction, including, without
                                limitation, the purchase, sale or exchange of
                                any property or the rendering of any service
                                with any affiliate, except in the ordinary
                                course of business and so long as such
                                transactions are not less favorable to the
                                Borrower or any Guarantor than would be obtained
                                in a comparable arm's length transaction with a
                                person that is not an affiliate.

V. ADDITIONAL EVENTS OF DEFAULT

                        (6)g.   The Borrower or any other Obligor or any
                                subsidiary thereof shall (i) voluntarily
                                commence any proceeding or file any petition
                                seeking relief under Title 11 of the United
                                States Internal Revenue Code of 1986 (the
                                "Code") or any other Federal, state or foreign
                                bankruptcy, insolvency liquidation or similar
                                law, (ii) consent to the institution of, or
                                fail to contravene in a timely and appropriate
                                manner, any such proceeding or the filing of any
                                such petition, (iii) apply for or consent to the
                                appointment of a receiver, trustee, custodian,
                                sequestrator or similar official for the
                                Borrower or such Obligor or such subsidiary
                                thereof or for a substantial part of its
                                property or assets, (iv) file an answer
                                admitting the material allegations of a petition
                                filed against it in any such proceeding, (v)
                                make a general assignment for the benefit of
                                creditors, (vi) become unable, admit in writing
                                its inability or fail generally to pay its debts
                                as they become due or (vii) take corporate
                                action for the purpose of effecting any of the
                                foregoing;

                        (6)h.   An involuntary proceeding shall be commenced or
                                any involuntary petition shall be filed in a
                                court of competent jurisdiction seeking (i)
                                relief in respect of the Borrower or any other
                                Obligor or any subsidiary thereof, or of a
                                substantial part of the property or assets of
                                the Borrower or any other Obligor or any
                                subsidiary thereof, under Title 11 of the Code
                                or any other Federal, state or foreign
                                bankruptcy, insolvency, receivership or similar
                                law; (ii) the appointment of a receiver,
                                trustee, custodian, sequestrator or similar
                                official for the Borrower or any other Obligor
                                or any subsidiary thereof or for a substantial
                                part of the property of the Borrower or any
                                other Obligor or any subsidiary thereof or (iii)
                                the winding-up or liquidation of the Borrower or
                                any other Obligor or any subsidiary thereof and
                                such proceeding or petition shall continue
                                undismissed for 60 days or any order or decree
                                approving or ordering any of the foregoing shall
                                continue unstayed and if effect for 60 days;

                        (6)i.   Default with respect to any indebtedness for
                                borrowed money or capitalized leases (other than
                                the Term Note) of the Borrower or any Guarantor
                                in excess of $10,000 in the aggregate or default
                                with respect to the performance of any other
                                obligation of the Borrower or any Guarantor
                                incurred in connection with any indebtedness
                                for borrowed money or capitalized leases if the
                                effect of such default is to accelerate the
                                maturity of such indebtedness or capitalized
                                lease, or to permit the holder thereof to cause
                                such indebtedness or capitalized leases to
                                become due prior to its stated maturity (with or
                                without the passage of time, giving of notice,
                                or both), or any such indebtedness or
                                capitalized leases shall not be paid when due
                                (Cross Default);

                        (6)j.   The Loan Agreement, the Note or any other Loan
                                Document shall for any reason cease to be, or
                                shall be asserted by the Borrower or any
                                Guarantor not to be, a legal, valid and binding
                                obligation of the Borrower or such Guarantor,
                                as applicable, enforceable in accordance with
                                its terms, or the security interest or lien
                                purported to be created by any Loan Document
                                shall for any reason cease to be, or be asserted
                                by the Borrower or such Guarantor not to be, a
                                valid, first priority perfected security
                                interest in any of the collateral covered
                                thereby;

                        (6)k.   Mr. Steve Smith (y) shall cease in the Bank's
                                opinion to manage or operate or be actively
                                involved in the day to day operations of the
                                Borrower, Fresh Juice or any other Guarantor or
                                (z) shall cease to be chairman and chief
                                executive officer of Fresh Juice;

                        (6)l.   Any Person or two or more Persons, other than
                                any officer of Fresh Juice on the date hereof,
                                acting in concert, shall own directly or
                                indirectly, beneficially (within the meaning of
                                Rule 13d-3 of the Securities and Exchange
                                Commission under the Securities and Exchange Act
                                of 1934, as amended) or of record, a majority of
                                such classes of voting stock of Fresh Juice such
                                as would enable the holder(s) thereof to elect a
                                majority of the members of the Board of
                                Directors of Fresh Juice; or

                        (6)m.   Fresh Juice shall cease to own 100% of the
                                outstanding voting stock of the Borrower. 


VI. MISCELLANEOUS/ADDITIONAL PROVISIONS


     Miscellaneous:  (a) The Borrower and each of the Guarantors covenant and
agree that, from the date hereof until the full satisfaction of the obligations
hereunder and under the Term Note: It shall comply with the requirements of all
Federal, state and local laws, ordinances, rules, regulations or policies
governing the use, storage, treatment, transportation, manufacture, refinement,
handling, production or disposal of hazardous materials, provide to the Bank all
documentation in connection with such compliance that the Bank may reasonably
request, and defend, indemnify, and hold harmless the Bank, its employees,
agents, officers, and directors, from and against any claims, demands,
penalties, fines, liabilities, settlements, damages, costs, or expenses of
whatever kind or nature, known or unknown, contingent or otherwise, arising out
of, or in any way related to, (i) the presence, disposal, release, or threatened
release of any hazardous materials on any property at any time owned or occupied
by the Borrower, its subsidiaries or any Guarantor; (ii) any personal injury
(including wrongful death) or property damage (real or personal) arising out of
or related to such hazardous materials; (iii) any lawsuit brought or threatened,
settlement reached, or governmental order relating to such hazardous materials,
and/or (iv) any violation of laws, orders, regulations, requirements, or demands
of government authorities, or any policies or requirements of the Bank, which
are based upon or in any way related to such hazardous materials including,
without limitation, attorney and consultant fees, investigation and laboratory
fees, court costs, and litigation expenses. (b) The Borrower and each of the
Guarantors represent and warrant that, as of the date hereof, each is in full
compliance with all of the above described laws, ordinances, rules, regulations
and policies.

     Notices:  Notices, consents and other communications provided for herein
shall be in writing and may be either mailed or delivered (which shall include
telex or facsimile communication). Any notice shall be conclusively deemed to
have been received by a party hereto and to be effective on the day on which
delivered (either by hand or by telex, telecopier or other telegraphic
communications equipment, with receipt confirmed) to such party at its address
set forth below (or at such other address as such party shall specify to the
other parties hereto in writing) or, if sent by registered mail, on the fifth
business day after the day on which mailed, addressed to such party at such
address: (i) if to the Borrower, at 350 Northern Boulevard, Great Neck, New York
11021, (ii) if to the Guarantor(s), at 350 Northern Boulevard, Great Neck, New
York 11021, and (iii) if to the Bank, at Chemical Bank, 50 Charles Lindbergh
Boulevard, Uniondale, New York 11553, Attention: The Fresh Juice Company of
Florida, Inc. Relationship Manager.

                               THE FRESH JUICE COMPANY OF FLORIDA, INC.

                               By: /s/ Steven Smith Secy & CEO
                                   ---------------------------- 
                               Name:  Steven Smith
                               Title: Secretary & CEO

                               THE FRESH JUICE COMPANY, INC. (as a Guarantor)

                               By: /s/ Steven Smith President
                                   ---------------------------- 
                               Name:  Steven Smith
                               Title: President

                               CHEMICAL BANK

                               By: /s/
                                   ---------------------------- 
                               Title: Vice President



                                   EXHIBIT B
                          SUBSIDIARIES AND AFFILIATES

            (to be completed by the Borrower and the Guarantor(s))


Minalba Foods of North America
Fresh Pik't Natural Foods


                                   EXHIBIT C
                                  LITIGATION

            (to be completed by the Borrower and the Guarantor(s))


None


                                   EXHIBIT D
                                 INDEBTEDNESS

            (to be completed by the Borrower and the Guarantor(s))


$475,000             Fantasy-BlankeBaer Corp. for Bldg.
                     1000 American Superior Blvd. 
                     Winterhaven FLA.


                                   EXHIBIT E
                                     LIENS

            (to be completed by the Borrower and the Guarantor(s))


None