EMPLOYMENT AGREEMENT

1)

Employment; Term; Compensation .

a)

Employment . Employee’s employment with the Company, and this Agreement, will only become effective upon Closing of the Merger Agreement. Upon Closing (such date of Closing referred to as the "Effective Date"), the Company agrees to employ the Employee as an employee of the Company, and the Employee agrees to accept such employment and serve as an employee of the Company, subject to the terms and conditions of this Agreement.

b)

Term . The period during which the Employee shall serve as an employee of the Company shall commence on the Effective Date and, unless earlier terminated pursuant to this Agreement, shall expire on the third anniversary of the Effective Date (the "Initial Term") provided that this Agreement shall automatically extend for one or more additional twelve month periods (each an "Additional Term," the Initial Term and any Additional Term, collectively referred to as the "Term") unless either party delivers written notice of cancellation to the other party at least 120 days prior to expiration of the then current term.

c)

Duties and Responsibilities . During the Term, the Employee shall have such authority and responsibility and perform such duties as may reasonably be assigned to the Employee from time to time at the direction of the Board of Directors of the Company (the "Board"), and in the absence of such assignment, such duties customary to Employee’s position as are necessary to the business and operations of the Company. During the Term, the Employee’s employment shall be full time in the Company’s (or Jamba Juice Company’s) San Francisco bay area support center. The Employee shall perform Employee’s duties honestly, diligently, competently, in good faith and in the best interests of the Company and shall use Employee’s best efforts to promote the interests of the Company.

d)

Compensation . In consideration of the Employee’s services hereunder and compliance with the restrictive covenants and other obligations imposed on the Employee in this Agreement, the Employee shall be paid compensation ("Compensation") as follows:

(i)

an annual base salary of $300,000 (the "Salary"), payable in accordance with the Company’s customary payroll practices, which Salary will be reviewed annually by the Compensation Committee of the Board;

(ii)

a target bonus of up to 50% of Employee’s Salary for the 2007 fiscal year of Jamba Juice Company, based on targets reasonably established by the Board (or the appropriate committee thereof) and communicated to Employee within 90 days following the Effective Date. Thereafter any annual bonus shall be as determined in good faith by the Compensation Committee of the Board. The payment of any such bonuses will be made within 90 days after the close of the Jamba Juice Company fiscal year, but in no event prior to receipt by the Company of its annual audited financial statements;

(iii)

(A) an initial option grant of 275,000 shares, made at the Effective Date, with a strike price equal to the fair market value of the Company’s common stock at the date of grant as defined in the Company’s 2006 Employee, Director and Consultant Stock Plan (the "Plan") (the "Initial Option Grant"). Following the Initial Option Grant, any other grants of options or restricted stock to the Employee, and the terms and conditions thereof, will be determined by the Board (or appropriate committee thereof), and (B) an initial restricted stock grant of 40,000 shares with equal annual vesting over a four year period (the "Initial Restricted Stock Grant"). Following the Initial Option Grant and Initial Restricted Stock Grant, any other grants of options or restricted stock to the Employee, and the terms and conditions thereof, will be determined by the Board (or appropriate committee thereof); and

(iv)

all options and restricted stock granted pursuant to Id) (iii) above shall be 100% vested upon termination without cause pursuant to Section 2)b or a Change of Control that occurs prior to the first anniversary of the Effective Date. For purposes of this Agreement Change of Control is defined as (a) a sale of substantially all of the assets of the Company, (b) a merger of or consolidation with an unaffiliated third party in which the Company is not the surviving corporation (c) a reverse merger with an unaffiliated third party in which the Company is the surviving corporation but the shares of common stock of the Company outstanding immediately preceding the merger are converted by virtue of the merger into other property, or (d) an acquisition by any person, entity or group within the meaning of Section 13 (d) or 14(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors of the Board. All options and restricted stock granted pursuant to Id) (iii) above shall also be governed by the terms of the Plan.

e)

Benefits . Employee shall be entitled to participate, in any vacation, relocation, retirement, deferred compensation, medical, prescription drug, dental, vision, disability, employee life, group life, accidental death or travel accident insurance benefits or any other benefit that the Company may adopt for the benefit of similarly situated executive employees, in accordance with the terms of such plan.

f)

Expense Reimbursement. The Company shall reimburse Employee for all authorized expenses reasonably incurred or paid by Employee in connection with the performance of Employee’s services under this Agreement upon presentation of expense statement or vouchers and such other supporting information as the Company may from time to time reasonably require or request.

g)

No Other Compensation or Benefits; Payment . The compensation and benefits specified in this Section 1 of this Agreement shall be in lieu of any and all other compensation and benefits. Payment of all compensation and benefits to Employee hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable employment and withholding taxes.

2)

Termination .

a)

Death, Disability and Cause . At any time during the Term, the Company shall have the right to terminate the Term and to discharge the Employee for Cause (as herein defined) effective upon delivery of written notice to the Employee. Upon any such termination by the Company for Cause, the Employee or the Employee’s legal representatives shall be entitled to that portion of the unpaid Compensation through the date of termination, and the Company shall have no further obligations hereunder from and after the date of such termination. Termination for "Cause" shall mean termination because of (i) the Employee’s breach of any of the Employee’s covenants contained in Sections 3, 4, 5 and/or 8 of this Agreement or breach of any representation or warranty in this Agreement, (ii) the Employee’s failure or refusal to perform any of the reasonably assigned duties or responsibilities required to be performed by the Employee under the terms of this Agreement, provided that the Employee has first received from a duly authorized representative of the Board written notice that describes in detail such failure or refusal and that the Employee be given a period of thirty 30 days after receipt to correct or cure such failure or refusal, provided that the occurrence of a second violation similar in nature to a prior violation which was cured following notice from the Company shall constitute "Cause" immediately upon notice without any further opportunity to cure, (iii) the Employee’s gross negligence or willful misconduct in the performance of the Employee’s duties hereunder, (iv) the Employee’s commission of an act of dishonesty affecting the Company or the commission of an act constituting fraud or a felony, , (v) the Employee’s death or (vi) the Employee’s inability to perform any of the Employee’s duties or responsibilities as provided in this Agreement due to the Employee’s physical or mental disability or illness extending for, or reasonably expected to extend for, greater than sixty (60) days (as determined in good faith by the Board). If the Employee shall resign or otherwise terminate the Employee’s employment with the Company, either expressly or by abandonment, the Employee shall be deemed for purposes of this Agreement to have been terminated for Cause.

b)

Without Cause . At any time during the Term, the Company shall have the right to terminate the Term and to discharge the Employee without Cause effective upon delivery of written notice to the Employee. Upon any such termination by the Company without Cause, the Employee shall be entitled to receive any unpaid portion of the Employee’s Compensation and un-reimbursed expenses in accordance with Section 1(f) payable when and as the same would have been due and payable hereunder but for such termination. If the Company terminates Employee’s employment without Cause at any time during the Term, then the Company shall also

continue to pay Employee, as severance, Salary for a period of twelve (12) months following the date of termination ("Severance Period"). In addition, if at any time during the Severance Period the Employee was entitled to receive a bonus as set forth in this Agreement, the Company shall also pay to Employee the bonus to which Employee would have been entitled had Employee remained employed with the Company. All benefits shall, unless otherwise provided by Company policy applicable to its employees generally or otherwise required by law, terminate on the date of termination.

c)

Notwithstanding any other provision with respect to the timing of payments under this Section 2, if, at the time of the Employee’s termination, the Employee is deemed to be a "specified employee" (within the meaning of Section 409A of the Code, and any successor statute, regulation and guidance thereto) of the Company, then only to the extent necessary to comply with the requirements of Section 409A of the Code, any payments to which the Employee may become entitled under this Section 2 which are subject to Section 409A of the Code (and not otherwise exempt from its application) will be withheld until the first business day of the seventh month following the termination of the Employee’s employment, at which time the Employee shall be paid an aggregate amount equal to six months of payments otherwise due to the Employee under the terms of this Section 2, as applicable. After the first business day of the seventh month following the termination of the Employee’s employment and continuing each month thereafter, the Employee shall be paid the regular payments otherwise due to the Employee in accordance with the terms of this Section 2, as applicable.

3)

Non-Solicitation .

a)

In consideration of the foregoing, the Employee agrees that during the Term and for a period of one (1) year following termination of the Term for any or no reason, the Employee shall not directly or indirectly:

i)

induce any customer, franchisee or licensee of any of the Employer Companies (as herein defined) to patronize any business that is directly or indirectly in competition with the Protected Business (as herein defined) conducted by any of the Employer Companies; (B) canvass or solicit from any person or entity which is a franchisee or licensee of the Protected Business conducted by any of the Employer Companies, any such competitive business; or (C) request or advise any customer, supplier, franchisee or licensee of the Protected Business conducted by any of the Employer Companies to withdraw, curtail or cancel any such customer’s, franchisee’s or licensee’s business with any of the Employer Companies; and/or

ii)

employ or engage any person who serves in a managerial capacity who is then employed or engaged by any of the Employer Companies or who was within the six-month period prior thereto employed or engaged by any of the Employer Companies, or in any manner seek to induce any employee or independent contractor of any of the Employer Companies to leave its, his or her employment or engagement.

b)

"Protected Business" Defined . As used in this Agreement, the term "Protected Business" means the business of owning, operating, franchising or licensing any business that provides any or all of the following:

i)

the retailing of fruit smoothies, juices, blended beverages and healthy snacks;

ii)

the wholesale sale or distribution of fruit smoothies, juices, blended beverages and healthy snacks.

c)

"Employer Companies" Defined . As used in this Agreement, the term "Employer Companies" means the Company or any of its subsidiaries or affiliates or any entity in which any of the foregoing owns, directly or indirectly, any securities or other interests or which any of the foregoing controls, or any of their respective franchisees or licensees, or any successors or assigns of any of the foregoing.

d)

Reasonableness . Each party hereto acknowledges that (i) the provisions of this Agreement are reasonable and necessary to protect and preserve the interests of the Company and the other Employer Companies and their right to operate the Protected Business and (ii) the Company and the other Employer Companies would be irreparably damaged if Employee were to breach any of the covenants set forth in Section 3 of this Agreement.

e)

Successors and Assigns . Employee hereby agrees that t