Exhibit 10.23

                         REAFFIRMATION OF SUBORDINATION


     This Agreement,  made as of this 1st day of November, 2001, is between JOHN
B. BAKER (the  "Subordinate  Lender") and WEBSTER  BANK,  a federally  chartered
savings bank with a place of business at 145 Bank Street, Waterbury, Connecticut
06702 (the "Bank").

                               B A C K G R O U N D

     A. On the 5th day of October,  2001,  Vermont Pure Holdings,  Ltd., Crystal
Rock Spring Water Company,  Platinum Acquisition Corp. and Vermont Pure Springs,
Inc.  (collectively,  the "Obligors")  executed and delivered to the Bank a Term
Note in the amount of  $31,000,000  (the "Term  Note") and a  Revolving  Line of
Credit Note in the amount of $5,000,000 (the "Line of Credit Note").

     B. The Subordinate Lender subordinated,  among other things, the payment of
all  Subordinated   Liabilities  (as  defined  in  the   Subordination)  to  the
indefeasible  payment  in full of all  Senior  Liabilities  (as  defined  in the
Subordination)  pursuant to a Subordination and Pledge Agreement executed by the
parties hereto and dated as of October 5, 2001 (the "Subordination Agreement").

     C. Ross S. Rapaport,  not individually but as Trustee of the Peter K. Baker
Life Insurance Trust, The John B. Baker Insurance Trust and u/t/a dated December
16,  1991  f/b/o  Joan  Baker  et.  al. is acting  as agent  (the  "Agent")  for
Subordinate Lender pursuant to certain of the Subordinated Loan Documents.

     D. The Obligors have  requested  that the Bank extend a $4,200,000  loan to
the Obligors (the "New Loan"),  as evidenced by a Term Note dated as of the date
of this  document  (the  "New  Term  Note")  and  that the  Bank  amend  certain
provisions  relating to advances and  repayments  under the  Obligors'  existing
Revolving Line of Credit Note, as evidenced by an Amended and Restated Revolving
Line  of  Credit  Note  dated  as of the  date of this  document  (the  "Amended
Revolving  Line of Credit  Note") both  pursuant to an Amended and Restated Loan
and Security Agreement between the Obligors and the Bank dated as of the date of
this document (the "Amended and Restated Loan and Security Agreement").

     E. The Bank has  agreed to extend  the New Loan and  modify  the  Obligors'
existing Revolving Line of Credit if, among other things, the Subordinate Lender
executes and delivers this Reaffirmation of Subordination.


     NOW,  THEREFORE,  in  consideration  of the  extension  of the New Loan and
modification of the Obligors' existing Revolving Line of Credit, the Subordinate
Lender agrees as follows:

     1.  The  Subordinate  Lender  reaffirms  that the  Subordination  Agreement
remains  in  full  force  and  effect,   including  the   subordination  of  the


<PAGE>

Subordinated  Liabilities  to the New Term Note,  the Amended  Revolving Line of
Credit  Note,  the Term Note and all other Senior  Liabilities  on the terms set
forth in the Subordination.

     2. The Subordination Agreement is hereby amended to reflect the addition of
the New Term Note and the  substitution of the Amended  Revolving Line of Credit
Note. All of the terms and conditions of the  Subordination  Agreement  shall be
deemed to  reference  and apply to the  indebtedness  evidenced  by the New Term
Note, the Amended Revolving Line of Credit Note and the Term Note.

     3. The term "Bank Collateral",  as defined in the Subordination  Agreement,
is hereby amended to include the Property of the Obligors  described in Schedule
A attached hereto.

     4. The term "Loan Agreement", as defined in the Subordination Agreement, is
hereby  amended to refer to that certain  Amended and Restated Loan and Security
Agreement  among the  Obligors  and the Bank dated as of the date here,  and any
subsequent supplement, modification, renewal, extension or amendment thereto.

     5. The Subordinate Lender and Agent reaffirm that any security interest now
or hereafter held by or on behalf of the  Subordinate  Lender and granted by any
of the  Obligors  to  secure  any of the  Subordinated  Liabilities,  is  hereby
immediately made subordinate, junior and postponed in priority and effect to the
priority and effect of the security  interest  purported to be created by any of
the Loan Documents,  as if (and whether or not) the Bank's security interest had
been perfected by possession,  by timely filing of financing  statements,  or by
any other  means prior to the time the  security  interest  with  respect to the
Subordinated  Liabilities is perfected, and prior to the filing of any financing
statements in connection  with the  Subordinated  Liabilities.  The  Subordinate
Lender and Agent  agree to  execute  and  deliver  to the Bank all  instruments,
including,   without  limitation,  Forms  UCC-3,  subordinations  of  lien,  and
subordinations  of mortgage  which,  in the reasonable  opinion of the Bank, are
necessary or convenient to  effectuate  the purposes of this  paragraph and this
Agreement.

     6. The Subordinate  Lender hereby  represents and warrants to the Bank that
no  default  exists  under the  Subordination  Agreement  or will exist with the
giving of notice,  the passage of time or both. The  Subordinate  Lender further
hereby  represents  and warrants to the Bank that all of the terms,  conditions,
obligations,   agreements,  warranties  and  representations  contained  in  the
Subordination  Agreement  remain true and accurate  and are hereby  ratified and
confirmed in all respects.  Nothing in this  Agreement  shall operate to release
the  Subordinate  Lender from its  agreement  to  subordinate  the  Subordinated
Liabilities to the Senior Liabilities.

     7. The Agent hereby agrees to be bound by the terms and  provisions of this
Agreement  and agrees not to make any payment or  distribution  or to  otherwise
take any action  which is contrary to the  provisions  of this  Agreement or the
Subordination Agreement.

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<PAGE>




     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.

WITNESSED BY:


-----------------------             --------------------------------
                                    John B Baker
                                    Address: 1050 Buckingham Street
                                    Watertown, CT 06795
-----------------------



----------------------              --------------------------------
                                    Ross S. Rapaport, not individually but as
                                    Trustee of the Peter K. Baker Life Insurance
                                    Trust, The John B. Baker Insurance Trust
                                    and U/T/A dated December 16, 1991 F/B/O
                                    Joan Baker et. al., as Agent
----------------------              Address: 1050 Buckingham Street
                                             Watertown, CT 06795


                                    WEBSTER BANK


----------------------              By:-----------------------------
                                       Robert E. Teittinen
                                       Its Vice President
----------------------                 Address: 174 Bank Street
                                       Waterbury, CT 06702


STATE OF CONNECTICUT)
                    ) ss: _______                               October __, 2001
COUNTY OF HARTFORD  )

Personally appeared John B Baker, signer and sealer of the foregoing instrument
and acknowledged the same to be his free act and deed, before me.


                                              Commissioner of the Superior Court
                                              Notary Public
                                              My Commission expires:
                                                                   -------------


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<PAGE>


STATE OF CONNECTICUT       )
                           ) ss: Hartford                       October 22, 2001
COUNTY OF HARTFORD         )

Personally  appeared Ross S. Rapaport,  not  individually  but as Trustee of the
Peter K. Baker Life Insurance Trust, the John B. Baker Insurance Trust and U/T/A
dated December 16, 1991 F/B/O Joan Baker et. al, as Agent,  signer and sealer of
the foregoing  instrument and  acknowledged the same to be his free act and deed
as Trustee and Agent, before me.


                                              Commissioner of the Superior Court
                                              Notary Public
                                              My Commission expires:
                                                                   -------------




STATE OF CONNECTICUT )
                     ) ss: Hartford                             October 22, 2001
COUNTY OF HARTFORD   )

Personally appeared Robert E. Teittinen,  Vice President of Webster Bank, signer
and sealer of the foregoing  instrument and acknowledged the same to be his free
act and deed as such officer and the free act and deed of Webster  Bank,  before
me.


                                              Commissioner of the Superior Court
                                              Notary Public
                                              My Commission expires:
                                                                   -------------

                                       4
<PAGE>



The Obligors signing below hereby acknowledge receipt of a copy of the foregoing
Agreement, waive notice of acceptance thereof by the Bank, and agree to be bound
by the terms and provisions thereof. The Obligors signing below further agree to
make no payments or distributions,  or grant any security interest,  contrary to
the terms and provisions of this Agreement and the  Subordination  Agreement and
to do every other act and thing necessary or appropriate to carry out such terms
and provisions.  Upon the occurrence of any Event of Default, or upon the breach
of  any  representation,   covenant  or  agreement  in  this  Agreement  or  the
Subordination Agreement by any of the Obligors or the Subordinated Lender, or in
the event of the termination of the Subordination  Agreement,  all of the Senior
Liabilities shall, without notice or demand,  become immediately due and payable
at the option of the Bank and the Bank may immediately,  without further notice,
resort  to  all of its  rights  and  remedies  herein  and in the  Subordination
Agreement,  in any  document  (including  the Loan  Agreement,  as  amended  and
restated as of the date hereof,  and any of the Loan Documents,  as the same may
be amended or amended and restated) by and between the Bank and any Obligor,  or
in any in any instrument  evidencing any obligation under any such document,  at
law or in equity.

                                      Dated: As of the 1st day of November, 2001

                                      VERMONT PURE HOLDINGS, LTD.

                                      By:______________________
                                         Name:    Peter K. Baker
                                         Title:   President
                                         Address: Catamount Industrial Park
                                                  Route 66
                                                  Randolph, VT 05060

                                        CRYSTAL ROCK SPRING WATER COMPANY

                                        By:______________________
                                           Name:    Peter K. Baker
                                           Title:   President
                                           Address: 1050 Buckingham Street
                                                    Watertown, CT 06795

                                        PLATINUM ACQUISITION CORP.

                                        By:______________________
                                           Name:     Peter K. Baker
                                           Title:    President
                                           Address:  Catamount Industrial Park
                                                     Route 66
                                                     Randolph, VT 05060


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<PAGE>

                                        VERMONT PURE SPRINGS, INC.

                                        By:______________________
                                           Name:      Peter K. Baker
                                           Title:     President
                                           Address:   Catamount Industrial Park
                                                      Route 66
                                                      Randolph, VT 05060


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<PAGE>

                                 SCHEDULE A













<PAGE>

                            Property of the Obligors

"Collateral"  means all assets of the  Obligors  now or  hereafter  owned by the
Obligors,  including  but not limited  to,  Receivables,  Inventory,  Equipment,
Patents,  Trademarks,   Investment  Property,  Additional  Collateral,  and  the
Premises.

"Receivables"  means (i) all of  Obligors'  now owned  and  hereafter  acquired,
present  and  future,  Accounts,  Chattel  Paper,  Documents,   Instruments  and
Supporting  Obligations  related  thereto,  (as such  terms are  defined  in the
Uniform  Commercial  Code as in  effect  in  Connecticut  from time to time) and
contract rights,  including  without  limitation all obligations to Obligors for
the  payment  of  money,  whether  arising  out of  Obligors'  sale of  goods or
rendition of services or otherwise (all hereinafter  called  "Accounts") and all
proceeds of the foregoing  and all proceeds of any  insurance on the  foregoing;
(ii) all of  Obligors'  rights,  remedies,  security  and  liens,  in, to and in
respect of the  Accounts,  present and  future,  including  without  limitation,
rights of stoppage in transit, replevin,  repossession and reclamation and other
rights and remedies of an unpaid vendor, lienor or secured party,  guaranties or
other  contracts of suretyship  with respect to the Accounts,  deposits or other
security for the  obligation of any debtor or obligor in any way obligated on or
in  connection  with any  Accounts,  and  credit  and other  insurance,  and all
proceeds of the foregoing  and all proceeds of any  insurance on the  foregoing;
and (iii) all of Obligors' right, title and interest, present and future, in, to
and in  respect of all goods  relating  to, or which by sale have  resulted  in,
Accounts,  including without limitation all goods described in invoices or other
documents  or  instruments  with  respect  to,  or  otherwise   representing  or
evidencing any Accounts,  and all returned,  reclaimed or repossessed goods, and
all  proceeds  of  the  foregoing  and  all  proceeds  of any  insurance  on the
foregoing.

"Inventory" means all Inventory and Goods and all Supporting Obligations related
thereto (as such terms are defined in the Uniform  Commercial  Code as in effect
in  Connecticut  from  time  to  time)  of  whatsoever  name,  nature,  kind  or
description  now owned and  hereafter  acquired by Obligors,  wherever  located,
including  without  limitation  all  contract  rights with  respect  thereto and
documents  representing  the  same,  all  goods  held for sale or lease or to be
furnished under contracts of service,  finished goods, raw materials,  materials
used or consumed by Obligors,  parts,  supplies,  and all  wrapping,  packaging,
advertising and shipping materials and any documents  relating thereto,  and all
labels and other devices,  names and marks affixed or to be affixed  thereto for
purposes  of selling or of  identifying  the same or the seller or  manufacturer
thereof,  and all right, title and interest of Obligors therein and thereto, and
all  proceeds  of  the  foregoing  and  all  proceeds  of any  insurance  on the
foregoing.

"Equipment"  means all Equipment,  Farm Products and Fixtures (as such terms are
defined in the Uniform  Commercial  Code as in effect in Connecticut on the date
of this Agreement),  including all machinery,  equipment,  furniture,  fixtures,
tools, parts, supplies and motor vehicles,  now owned and hereafter acquired, by
Obligors of whatsoever name, nature, kind or description,  wherever located, and
all additions and accessions thereto and replacements or substitutions therefor,
and all proceeds thereof and all proceeds of any insurance thereon.

"Patents" means all of Obligors' right, title and interest,  present and future,
in and to (a) all letters patent of the United States or any other country,  all
right,  title and  interest  therein  and  thereto,  and all  registrations  and

                                       2
<PAGE>

recordings thereof, including without limitation applications, registrations and
recordings in the United  States  Patent and Trademark  Office or in any similar
office or agency of the United  States or any state thereof or any other country
or any  political  subdivision  thereof,  all  whether  now  owned or  hereafter
acquired by Obligors; and (b) all reissues, continuations, continuations-in-part
or  extensions  thereof  and  all  licenses  thereof;  and all  proceeds  of the
foregoing and all proceeds of any insurance on the foregoing.

"Trademarks"  means all of  Obligors'  right,  title and  interest,  present and
future, in and to (i) all trademarks,  trade names, trade styles, service marks,
prints  and labels on which  said  trademarks,  trade  names,  trade  styles and
service marks have appeared or appear,  designs and general  intangibles of like
nature,  now existing or hereafter  adopted or  acquired,  all right,  title and
interest  therein and thereto,  and all  registrations  and recordings  thereof,
including without limitation  applications,  registrations and recordings in the
United States Patent and Trademark  Office or in any similar office or agency of
the United  States,  any State  thereof,  or any other  country or any political
subdivision  thereof,  all whether now owned or hereafter  acquired by Obligors;
(ii) all reissues,  extensions or renewals thereof and all licenses thereof; and
(iii) the goodwill of the business symbolized by each of the Trademarks, and all
customer  lists and other records of Obligors  relating to the  distribution  of
products  bearing the  Trademarks;  and all  proceeds of the  foregoing  and all
proceeds of any insurance on the foregoing.

"Investment  Property" means all investment property (as such term is defined in
the  Uniform  Commercial  Code as adopted in  Connecticut  from time to time) of
whatever  type or  nature  now  owned or  hereafter  acquired  by the  Obligors,
including without limitation,  all certificated  securities,  all uncertificated
securities,  all security  entitlements,  all security  accounts,  all commodity
contracts,  all commodity  accounts and all  financial  assets of every type and
nature and all rights  thereto or therein,  and all financial  accounts of every
type  and  nature  and  all  rights  thereto  or  therein,  and  all  Supporting
Obligations  (as such term is defined in the Uniform  Commercial Code as adopted
in Connecticut  from time to time) related thereto and all proceeds and products
thereof,  including without limitation, all insurance proceeds and fidelity bond
proceeds related thereto.

"Additional  Collateral"  means (i) all General  Intangibles,  including Payment
Intangibles and Software and all Supporting  Obligations  related  thereto,  (as
such  terms  are  defined  in  the  Uniform  Commercial  Code  as in  effect  in
Connecticut  from time to time) of every kind and  description  of the Obligors,
including without limitation  federal,  state and local tax refund claims of all
kinds, whether now existing or hereafter arising;  (ii) all of Obligors' Deposit
Accounts, Letter of Credit Rights and all Supporting Obligations related thereto
(as such  terms  are  defined  in the  Uniform  Commercial  Code as in effect in
Connecticut from time to time), whether now owned or hereafter created, wherever
located,  together  with the rights to withdraw  from said Deposit  Accounts and
make deposits to the same and the right to draw under  Letters of Credit;  (iii)
all monies, securities, instruments, cash and other property of Obligors and the
proceeds  thereof,  now or  hereafter  held or  received  by, or in transit  to,
Secured Party from or for Obligors,  whether for safekeeping,  pledge,  custody,
transmission, collection or otherwise, and all of Obligors' deposits (general or
special,  balances, sums, proceeds and credits of Obligors with Secured Party at
any  time  existing);  (iv)  all  interests  in real  property  held or owned by
Obligors,  including all leasehold interests; (v) all rights under contracts and

                                       3
<PAGE>

license agreements for water; (vi) all books,  records,  customer lists,  ledger
cards,  computer programs,  computer tapes,  disks,  printouts and records,  and
other property and general intangibles at any time evidencing or relating to any
of the foregoing, whether now in existence or hereafter created; (vii) all other
personal  property  and  fixtures  of the  Obligors,  whether  now  existing  or
hereafter arising or created; and all proceeds of the foregoing and all proceeds
of any insurance on the foregoing.

"Premises" means the following real property owned by Obligors:

Hedding Drive, Randolph, VT
Route 66 Factory, Randolph, VT
Chase Road, Randolph, VT
North Randolph Road, Randolph, VT
Alice E. LaFrance, Route 66, Randolph, VT (approximately 20 acres) Gary
LaFrance, Route 66, Randolph, VT (approximately 5 acres)





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