Exhibit 10.27

                                    TERM NOTE



$4,200,000.00                                              Hartford, Connecticut
                                                           November 1, 2001


FOR VALUE RECEIVED,  the  undersigned,  VERMONT PURE HOLDINGS,  LTD., a Delaware
corporation  with an office  located at  Catamount  Industrial  Park,  Route 66,
Randolph,  Vermont  05060  ("Holdings"),  CRYSTAL ROCK SPRING WATER  COMPANY,  a
Connecticut  corporation  with an office at 1050 Buckingham  Street,  Watertown,
Connecticut  06795  ("Crystal  Rock"),  PLATINUM  ACQUISITION  CORP., a Delaware
corporation  with an office at Catamount  Industrial  Park,  Route 66, Randolph,
Vermont  05060   ("Platinum")  and  VERMONT  PURE  SPRINGS,   INC.,  a  Delaware
corporation  with an office at Catamount  Industrial  Park,  Route 66, Randolph,
Vermont 05060 ("VPS", and collectively with Holdings, Crystal Rock and Platinum,
the  "Obligors"),  hereby  jointly and severally  promise to pay to the order of
WEBSTER BANK, a federally  chartered savings bank (the "Lender"),  at its office
at 145 Bank Street,  Waterbury,  Connecticut 06702 or at such other place as the
holder hereof may  designate,  the principal  amount of FOUR MILLION TWO HUNDRED
THOUSAND  AND  00/100  DOLLARS  ($4,200,000.00)  or so much  thereof as has been
advanced  hereunder  (the  "Principal  Amount")  in lawful  money of the  United
States,  together with interest on the Principal  Amount,  beginning on the date
hereof, before and after maturity or judgment, at a per annum rate determined as
provided below.  All payments shall be made in lawful money of the United States
in immediately available funds.

     1. Interest Rate:  The Principal  Amount shall bear interest at a per annum
rate  equal to a fixed  rate  equal to the LIBOR  Rate (as  determined  for each
Interest Period  applicable  thereto) for Interest Periods of one (1) month plus
the Applicable  Margin.  All computations of interest hereunder shall be made on
the basis of a three  hundred sixty (360) day year and the actual number of days
elapsed.

     2. Continuation of Interest Periods. Any LIBOR Rate Loan shall be continued
as such (less the amount of principal that is due and payable at the end of such
expiring  Interest  Period) for an Interest Period of one (1) month on the first
business day of each month, provided that no LIBOR Rate Loan may be continued as
such: (i) at a time when any Event of Default (or event or condition which would
constitute  an Event of Default  but for the giving of notice or passage of time
or both) has occurred and is continuing  and (ii) after the date that is one (1)
month prior to the Termination  Date, in which event the Principal  Amount shall
bear interest as a Prime Rate Loan.

     3. Payments of Interest.  Commencing  with the first month after funds have
been advanced  hereunder,  monthly payments of interest shall be due and payable
in arrears on the first day of each month (or if such day is not a Business Day,
on the first Business Day thereafter) until this Note is paid in full.



<PAGE>

     4. Payments of Principal.  Commencing with the first month after funds have
been advanced hereunder, Obligors shall pay monthly installments of principal on
the first day of each month (or if such day is not a Business  Day, on the first
Business Day  thereafter) in the amount of  $70,000.00.  If not sooner paid, the
aggregate  outstanding  Principal Amount of this Note, together with all accrued
and unpaid interest thereon and any other fees or charges then due, shall be due
and payable on the Termination Date.

     5.  Definitions.  As used in this Note and not  defined  elsewhere  in this
Note, the following terms shall have the following meanings:

     a.       "Applicable Margin" means:

               i.  2.75% if the ratio of Senior Funded Debt to EBITDA is greater
               than 2.5 to 1.0;

               ii. 2.25% if the ratio of Senior Funded Debt to EBITDA is greater
               than 2.0 to 1.0 and less than or equal to 2.5 to 1.0;

               iii.  1.75% if the  ratio of  Senior  Funded  Debt to  EBITDA  is
               greater than 1.5 to 1.0 and less than or equal to 2.0 to 1.0; and

               iv.  1.25% if the ratio of Senior  Funded  Debt to EBITDA is less
               than or  equal to 1.5 to 1.0;  as that  ratio  is  calculated  in
               accordance with the Loan and Security  Agreement.  The Applicable
               Margin on the date of this Note is 2.75% and shall continue to be
               the Applicable Margin until a new Applicable Margin is determined
               and  is to  go  into  effect  as  hereinafter  set  forth.  A new
               Applicable  Margin shall be determined  120 days after the end of
               each fiscal  year of  Holdings,  commencing  with the fiscal year
               ending  October 31, 2001,  based upon the audited fiscal year end
               financial  statements  for that  fiscal  year  provided to Lender
               within 90 days after the end of that  fiscal  year as required in
               the Loan and  Security  Agreement.  Such  Applicable  Margin will
               automatically  go into effect for the Interest Period  commencing
               after  the date of  determination  and shall  continue  in effect
               until a new  Applicable  Margin is  determined  and is to go into
               effect;  provided,  however,  that if the audited fiscal year end
               financial  statements required in the Loan and Security Agreement
               are not  provided to Lender  within 120 days after the end of any
               fiscal  year,  the  Lender  shall not be  required  to adjust the
               Applicable Margin and the Applicable Margin to go into effect for
               the  Interest  Period  commencing  after  that 120th day shall be
               2.75% until a new  Applicable  Margin is determined  and is to go
               into effect unless otherwise agreed to by Lender.

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     b. "Business Day" means any day other than a Saturday,  Sunday or day which
shall be in the State of Connecticut a legal holiday or day on which  commercial
banks in Hartford, Connecticut are required or authorized by law to close.

     c. "EBITDA" means EBITDA as defined in the Loan and Security Agreement.

     d.  "Interest  Period" means with respect to the Principal  Amount  bearing
interest at the LIBOR Rate, an available period of one (1) month, provided that:

          i.   if any Interest Period would otherwise end on a day that is not a
               Business Day, such Interest  Period shall end on the  immediately
               following Business Day; and

          ii.  any  Interest  Period that begins on the last  Business  Day of a
               calendar  month  (or on a day for which  there is no  numerically
               corresponding  day in the  calendar  month  at  the  end of  such
               Interest Period) shall end on the last Business Day of a calendar
               month.

     e.  "LIBOR  Rate"  means,  with  respect  to any  LIBOR  Rate Loan for each
applicable  Interest  Period,  the rate per annum determined by the Lender to be
equal to the  quotient of (a) the London  Interbank  Offered Rate for such LIBOR
Rate Loan for such  Interest  Period,  divided by (b) one (1) minus the  Reserve
Percentage for such Interest Period, expressed as follows:

                  LIBOR Rate = London Interbank Offered Rate
                               -----------------------------
                                 1 - Reserve Percentage

     f. "LIBOR Rate Loan" means that the  Principal  Amount bears  interest at a
rate equal to the LIBOR Rate plus the Applicable Margin.

     g. "Loan and  Security  Agreement"  means the Loan and  Security  Agreement
dated today by and among the Obligors and Lender relating to this Note.

     h. "London  Interbank  Offered Rate" means,  with respect to any applicable
Interest  Period,  the rate per annum  (rounded  upward,  if  necessary,  to the
nearest 1/32 of one percent) as determined on the basis of the offered rates for
deposits  in U.S.  dollars,  for a period of time  comparable  to such  Interest
Period which appears on the Telerate  page 3750 as of 11:00 a.m.  London time on
the day that is two London Banking Days preceding the first day of such Interest
Period;  provided,  however,  if the rate described above does not appear on the
Telerate  System on any  applicable  interest  determination  date,  the  London
Interbank Offered Rate shall be the rate (rounded upwards as described above, if
necessary)  for  deposits  in dollars  for a period  substantially  equal to the
interest  period on the  Reuters  Page "LIBO" (or such other page as may replace
the LIBO Page on that service for the purpose of displaying  such rates),  as of
11:00 a.m.  (London Time),  on the day that is two (2) London Banking Days prior
to the beginning of such interest  period.  "Banking Day" shall mean, in respect
of any city,  any date on which  commercial  banks are open for business in that

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<PAGE>

city. If both the Telerate and Reuters system are unavailable, then the rate for
that date will be  determined  on the basis of the offered rates for deposits in
U.S.  dollars for a period of time  comparable to such Interest Period which are
offered by four  major  banks in the London  interbank  market at  approximately
11:00 a.m. London time, on the day that is two (2) London Banking Days preceding
the first day of such Interest  Period as selected by the Lender.  The principal
London  office of each of the four  major  London  banks  will be  requested  to
provide a quotation of its U.S.  dollar  deposit  offered  rate. If at least two
such quotations are provided, the rate for that date will be the arithmetic mean
of the quotations.  If fewer than two quotations are provided as requested,  the
rate for that date will be determined on the basis of the rates quoted for loans
in U.S.  dollars to leading  European  banks for a period of time  comparable to
such Interest  Period  offered by major banks in New York City at  approximately
11:00  a.m.  New York City  time,  on the day that is two  London  Banking  Days
preceding  the first day of such  Interest  Period.  In the event that Lender is
unable to obtain any such  quotation as provided  above,  it will be deemed that
the LIBOR Rate pursuant to an Interest Period cannot be determined.

     i. "Prime Rate" means the variable per annum rate of interest so designated
from time to time by Lender as its prime  rate.  The Prime  Rate is a  reference
rate and does not necessarily represent the lowest or best rate being charged to
any customer.

     j. "Prime Rate Loan" means that the  Principal  Amount bears  interest at a
rate equal to Lender's  Prime Rate.  The  interest  rate on each Prime Rate Loan
shall change immediately, without notice or demand of any kind to Obligors, each
time that  Lender's  Prime Rate  changes so that the rate of interest on a Prime
Rate Loan is at all times equal to Lender's Prime Rate.

     k. "Reserve  Percentage" means the maximum  aggregate  reserve  requirement
(including  all  basic,  supplemental,  marginal  and other  reserves)  which is
imposed on member banks of the Federal  Reserve  System  against  "Euro-currency
Liabilities"  as defined in  Regulation  D. With respect to the LIBOR Rate,  any
change in the interest rate because of a change in the Reserve  Percentage shall
become  effective,  without  notice or demand of any kind,  on the date on which
such change in the Reserve Percentage becomes effective.

     l. "Senior Funded Debt" means Senior Funded Debt as defined in the Loan and
Security Agreement.

     m. "Termination Date" means January 2, 2007.

  6.  Illegality.      Notwithstanding  any  other  provisions  hereof,  if  any
applicable law or governmental regulation, guideline, order or directive, or any
change  therein  or  in  the  interpretation  or  application   thereof  by  any
governmental  authority charged with the  interpretation  or the  administration
thereof  (whether or not having the force of law) shall make it unlawful for the
Lender to make or maintain  LIBOR Rate Loans as  contemplated  by this Note: (i)
the  obligation  of the Lender to continue  LIBOR Rate Loans shall  forthwith be
canceled,  and  (ii)  such  amounts  then  outstanding  shall  be  automatically
converted,  without  notice,  to  Prime  Rate  Loans on the last day of the then
current  Interest  Period or within such earlier time as required by law. If any

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<PAGE>

such  conversion  of  LIBOR  Rate  Loans  is made on a day  that is not the last
Business Day of the then current Interest Period  applicable  thereto,  Obligors
shall pay the Lender  such  amount or amounts  required  pursuant  to Section 11
below.

  7.    Basis for Determining  LIBOR Inadequate or Unfair. In the event that the
Lender shall have determined (which determination,  absent manifest error, shall
be conclusive  and binding upon  Obligors)  that (i) by reason of  circumstances
affecting the Interbank LIBOR market, adequate and reasonable means do not exist
for  determining  the LIBOR Rate, or (ii) Dollar deposits in the relevant amount
and for the  relevant  maturity  are no longer  available  to the  Lender in the
Interbank LIBOR market,  or (iii) the  continuation of LIBOR Rate Loans has been
made  impractical or unlawful by the occurrence of a contingency that materially
and adversely  affects the Interbank  LIBOR market,  or (iv) the LIBOR Rate will
not adequately  and fairly  reflect the cost to the Lender of maintaining  LIBOR
Rate Loans,  or (v) the LIBOR Rate shall no longer  represent the effective cost
to the Lender of U.S.  Dollar  deposits in the  relevant  market for deposits in
which it regularly  participates,  the Lender shall give the Obligors  notice of
such  determination  as soon as  practicable.  If such notice is given all LIBOR
Rate Loans shall be automatically converted, without notice, to Prime Rate Loans
effective  on the  last  Business  Day  of  the  then  current  Interest  Period
applicable thereto.  Until such notice has been withdrawn,  the LIBOR Rate shall
not be continued.

  8.    Costs and Expenses.  The Obligors shall pay all taxes levied or assessed
on this Note or the debt evidenced hereby against the Lender,  together with all
costs,  expenses and  attorneys'  and other  professional  fees  incurred in any
action to collect  and/or  enforce this Note or to enforce the Loan and Security
Agreement or any other agreement  relating to this Note or the Loan and Security
Agreement or any other  agreement or in any  litigation or  controversy  arising
from or connected with the Loan and Security  Agreement or any other  agreement,
or this Note.

  9.    Increased  Costs. In the event that applicable law, treaty or regulation
or directive from any government,  governmental agency or regulatory  authority,
or any change  therein  or in the  interpretation  or  application  thereof,  or
compliance  by the Lender with any request or  directive  (whether or not having
the force of law) from any central bank or  government,  governmental  agency or
regulatory authority, shall:

     a. subject the Lender to any tax of any kind  whatsoever  (except  taxes on
the  overall  net income of the Lender)  with  respect to the Loan and  Security
Agreement,  this  Note or any of the loans  made by it,  or change  the basis of
taxation of payments to the Lender in respect thereof (except for changes in the
rate of tax on the overall net income of the Lender);

     b.  impose,  modify  or  hold  applicable  any  reserve,  special  deposit,
compulsory  loan or similar  requirements  against  assets held by,  deposits or
other liabilities in or for the account of, advances,  loans or other extensions
of credit by, or any other  acquisition  of funds by, any office of the  Lender,
including (without limitation) pursuant to Regulations of the Board of Governors
of the Federal Reserve System; or

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<PAGE>

     c. in the opinion of the Lender,  cause this Note, any loan made under this
Note or under the Loan and Security Agreement to be included in any calculations
used in the computation of regulatory capital standards; or

     d. impose on the Bank any other condition;

and the result of any of the foregoing is to increase the cost to the Lender, by
an amount that the Lender  deems to be  material,  of making,  converting  into,
continuing and/or maintaining the loans made pursuant to this Note (the "Loans")
or to reduce  the amount of any  payment  (whether  of  principal,  interest  or
otherwise)  in respect of any of such Loans,  then,  in any case,  the  Obligors
shall  promptly  pay the  Lender,  upon  its  demand,  such  additional  amounts
necessary to compensate the Lender for such  additional  costs or such reduction
in payment, as the case may be (collectively the "Additional Costs"). The Lender
shall  certify the amount of such  Additional  Costs to the  Obligors,  and such
certification, absent manifest error, shall be deemed conclusive.

  10.     Capital  Adequacy  Protection.  If, after the date hereof,  the Lender
shall have  determined  that the adoption of any  applicable  law,  governmental
rule,  regulation or order regarding  capital  adequacy of banks or bank holding
companies,  or any  change  therein,  or any  change  in the  interpretation  or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration  thereof, or compliance
by the Lender with any request or directive  regarding capital adequacy (whether
or not having the force of law and  whether or not  failure to comply  therewith
would be  unlawful,  so long as the Lender  believes in good faith that such has
the force of law or that the failure to so comply would be unlawful) of any such
authority,  central bank or comparable  agency,  has or would have the effect of
reducing the rate of return on any of the Lender's  capital as a consequence  of
the Lender's obligations  hereunder to a level below that which the Lender could
have  achieved  but  for  such  adoption,  change  or  compliance  (taking  into
consideration the Lender's policies with respect to capital adequacy immediately
before such  adoption,  change or  compliance  and  assuming  that the  Lender's
capital was fully utilized  prior to such adoption,  change or compliance) by an
amount deemed by the Lender in its judgment to be material,  then, promptly upon
demand,  the Obligors shall immediately pay to the Lender,  from time to time as
specified  by the Lender,  such  additional  amounts as shall be  sufficient  to
compensate  the Lender for such reduced  return,  together with interest on each
such amount from the date of such  specification  by the Lender until payment in
full  thereof at the highest  rate of interest  (other than the default  rate of
interest) due on the Loans. A certificate of the Lender setting forth the amount
to be paid to the Lender  shall,  in the  absence of manifest  error,  be deemed
conclusive.  In  determining  such amount,  the Lender shall use any  reasonable
averaging and attribution methods.

  11.     Indemnity.  The Obligors agree to indemnify the Lender and to hold the
Lender harmless from any loss (including any of the additional costs referred to
above  and any  lost  profits)  or  expense  that it may  sustain  or incur as a
consequence  of (i) a default by any Obligor in the payment of the  principal of
or  interest  due on this  Note,  or (ii)  the  making  of a  prepayment  of the
Principal  Amount  bearing  interest based upon the LIBOR Rate on a day which is
not the  last  day of the  then  current  Interest  Period  applicable  thereto,
including,  but not  limited  to, in each case any such loss or expense  arising

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from the  reemployment  of funds obtained by it or from fees,  interest or other
amounts  payable to terminate the deposits from which such funds were  obtained.
The Lender shall prepare a certificate as to any additional  amounts  payable to
it pursuant to this  Section 11,  which  certificate  shall be  submitted by the
Lender to the Obligors and shall, absent manifest error, be deemed conclusive.

  12.    Lawful Interest.  All agreements between Obligors and Lender are hereby
expressly  limited  so  that  in no  event  whatsoever,  whether  by  reason  of
acceleration  of maturity of the  indebtedness  evidenced  hereby or  otherwise,
shall  the  amount  paid  or  agreed  to be paid  to  Lender  for the use or the
forbearance of the indebtedness  evidenced hereby exceed the maximum permissible
under  applicable law. As used herein,  the term "applicable law" shall mean the
law in effect as of the date hereof provided,  however,  that in the event there
is a change in the law which results in a higher  permissible  rate of interest,
then this Note shall be governed by such new law as of its  effective  date.  In
this regard, it is expressly agreed that it is the intent of Obligors and Lender
in the  execution,  delivery and  acceptance  of this Note to contract in strict
compliance  with  the  laws of the  State of  Connecticut  from  time to time in
effect.  If,  under or from any  circumstances  whatsoever,  fulfillment  of any
provision  hereof or of any of the Loan  Documents  (as  defined in the Loan and
Security  Agreement) at the time of performance of such provision  shall be due,
shall involve  transcending the limit of such validity  prescribed by applicable
law, then the obligation to be fulfilled shall  automatically  be reduced to the
limits  of such  validity,  and if under or from  any  circumstances  whatsoever
Lender  should ever receive as interest an amount which would exceed the highest
lawful rate,  such amount which would be excessive  interest shall be applied to
the reduction of the principal  balance  evidenced hereby and not to the payment
of  interest.  This  provision  shall  control  every  other  provision  of  all
agreements between Obligors and Lender.

  13.    Due Date; Late Charge.  If this Note or any payment  hereunder  becomes
due on a day which is not a Business  Day,  the due date of this Note or payment
shall be extended to the next succeeding Business Day and such extension of time
shall be  included  in  computing  interest  and fees in  connection  with  such
payment.  Without  limiting the Lender's rights and remedies with respect to the
Event of Default that will have  occurred,  if the entire amount of any required
principal  and/or interest  payment is not paid in full within fifteen (15) days
after the same is due,  Obligors shall pay to the Lender a late fee equal to the
greater  of five  percent  (5%)  of the  required  payment  or  fifteen  dollars
($15.00).

  14.    Prepayments.

     a. Obligors may prepay the Principal Amount,  or any portion thereof,  only
upon at least three (3)  Business  Days prior  written  notice to Lender  (which
notice  shall be  irrevocable  and shall  state the  amount to be  prepaid).  If
Obligors  refinance this Term Note with any other entity,  Obligors shall pay to
Lender a prepayment premium equal to

          i.   two percent (2%) of the amount  prepaid if the prepayment is made
               from the date of this Note through January 2, 2003;

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          ii.  one percent (1%) of the amount  prepaid if the prepayment is made
               from January 3, 2003 through January 2, 2004.

     b. If any prepayment occur on a day other than the last day of the Interest
Period,  Obligors shall pay to Lender, upon request of Lender and in addition to
any amount  which may be due and payable  pursuant to the  preceding  paragraph,
such  amount or amounts as shall be  sufficient  (in the  reasonable  opinion of
Lender) to compensate it for any loss, cost, or expense incurred as a result of:
(i) any payment on a date other than the last day of the  Interest  Period;  and
(ii) any  failure by any  Obligor to make a  prepayment  on the date for payment
specified in any Obligor's written notice.

     c. If by reason of an Event of Default,  Lender  elects to declare the Note
to be  immediately  due and  payable,  then any  prepayment  premiums  and other
amounts  which would have been due if a prepayment  been made at that time shall
become due and payable in the same manner as though the Obligors  had  exercised
such right of prepayment.  In the event of any  prepayments,  the Obligors shall
pay all accrued  interest on the Principal  Amount being paid to the date of the
prepayment  and, in the case of prepayments in full, all fees,  charges,  costs,
expenses and other amounts then due hereunder.

     d. Any partial  prepayment shall be applied against  principal  payments in
the  inverse  order of  maturity  and shall not reduce the  monthly  payments of
principal due hereunder.

  15.    Events of Default.  The Obligors  agree that the occurrence of an Event
of Default under the Loan and Security  Agreement  shall  constitute an Event of
Default  under  this Note.  Reference  is hereby  made to the Loan and  Security
Agreement for the other terms and  conditions  relating to the Loan evidenced by
this Note which are incorporated in this Note by reference.  Upon the occurrence
of any Event of  Default,  the Lender,  at its  option,  may declare all amounts
outstanding hereunder, together with accrued interest thereon and all applicable
late charges,  other amounts due under this Note and all other  liabilities  and
obligations  of the  Obligors to the Lender to be  immediately  due and payable,
whereupon  the  same  shall  become  immediately  due  and  payable;  all of the
foregoing  without  demand,  presentment,  protest or notice or any kind, all of
which are hereby  expressly  waived by the  Obligors.  Failure to exercise  such
option  shall not  constitute  a waiver of the right to exercise the same in the
event  of any  subsequent  default.  Notwithstanding  the  foregoing,  upon  the
occurrence  of an Event of Default  relating to the  bankruptcy or insolvency of
any Obligor or any guarantor,  all amounts outstanding hereunder,  together with
accrued  interest  thereon and all  applicable  late charges,  other amounts due
under this Note and all other liabilities and obligations of the Obligors to the
Lender shall be immediately due and payable. Upon the occurrence of any Event of
Default, without in any way affecting the Lender's other rights and remedies, or
after  maturity or judgment,  the interest rate  applicable  to the  outstanding
principal  balance of this Note shall,  at the option of Lender,  change without
notice to a floating per annum rate equal to four percentage points (4.0%) above
the otherwise  applicable  rate and Obligors'  right to select  pricing  options
shall cease.

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  16.     Lien and Right of  Setoff.  Each  Obligor  hereby  grants  to  Lender,
Manufacturers and Traders Trust Company and any other Participant (as defined in
the Loan and Security  Agreement,  a lien, security interest and right of setoff
as security for all  liabilities and  obligations to Lender,  Manufacturers  and
Traders  Trust  Company  or any  other  Participant,  whether  now  existing  or
hereafter  arising,  upon and  against all  deposits,  credits,  collateral  and
property, now or hereafter in the possession, custody, safekeeping or control of
Lender,  Manufacturers and Traders Trust Company or any other Participant or any
entity under common  control with such party,  or in transit to any of them.  At
any time,  without  demand or notice,  Lender,  Manufacturers  and Traders Trust
Company or any other  Participant  may, if an event which  constitutes  or which
with  notice or lapse of time,  or both,  would  constitute  an Event of Default
under  this  Note,  the Loan and  Security  Agreement  or any of the other  Loan
Documents (as defined in the Loan and Security Agreement) has occurred,  set off
the same or any part thereof and apply the same to any  liability or  obligation
of any Obligor even though unmatured and regardless of the adequacy of any other
collateral   securing  the  Loan.   ANY  AND  ALL  RIGHTS  TO  REQUIRE   LENDER,
MANUFACTURERS AND TRADERS TRUST COMPANY OR ANY OTHER PARTICIPANT TO EXERCISE ITS
RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER  COLLATERAL WHICH SECURES THE LOAN,
PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH  DEPOSITS,  CREDITS
OR  OTHER  PROPERTY  OF ANY  OBLIGOR,  ARE  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
IRREVOCABLY  WAIVED.  The Obligors  acknowledge that  Manufacturers  and Traders
Trust  Company  is  purchasing  a  participation  interest  in the Loans and the
provisions of this  paragraph are for the benefit of  Manufacturers  and Traders
Trust Company,  and as an inducement to Manufacturers  and Traders Trust Company
to purchase such participation interest.

  17.    No Waiver.  Failure by the Lender to insist upon the strict performance
by  Obligors  of any terms  and  provisions  herein  shall not be deemed to be a
waiver of any terms and provisions herein, and the Lender shall retain the right
thereafter  to insist upon  strict  performance  by the  Obligors of any and all
terms and  provisions  of this Note or any  agreement  securing the repayment of
this Note.

  18.     Governing Law. This Note shall be governed by the laws of the State of
Connecticut.


  19.     Replacement Note. Upon receipt of an affidavit of an officer of Lender
as to the loss, theft,  destruction or mutilation of this Note or any other Loan
Document which is not of public record, and, in the case of any such mutilation,
upon  cancellation of this Note or other Loan Document,  Obligors will issue, in
lieu thereof,  a replacement  Note or other Loan Document in the same  principal
amount thereof and otherwise of like tenor.

  20.    Joint and Several Liability. All obligations,  covenants and agreements
of the Obligors  pursuant to this Note or any of the other Loan Documents  shall
be the joint and several  obligations,  covenants and  agreements of each of the
Obligors.

  21.     Prejudgment Remedy and Other Waivers.  EACH OBLIGOR  ACKNOWLEDGES THAT
THE LOAN EVIDENCED BY THIS NOTE IS A COMMERCIAL TRANSACTION AND WAIVES ITS RIGHT

                                       9
<PAGE>

TO NOTICE AND HEARING UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, OR
AS OTHERWISE ALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT
REMEDY WHICH LENDER MAY DESIRE TO USE, AND FURTHER,  WAIVES  DILIGENCE,  DEMAND,
PRESENTMENT  FOR PAYMENT,  NOTICE OF NONPAYMENT,  PROTEST AND NOTICE OF PROTEST,
AND NOTICE OF ANY RENEWALS OR EXTENSIONS OF THIS NOTE, ALL  SURETYSHIP  DEFENSES
AND ALL RIGHTS UNDER ANY STATUTE OF LIMITATION.  EACH OBLIGOR  ACKNOWLEDGES THAT
IT MAKES  THIS  WAIVER  KNOWINGLY,  VOLUNTARILY,  WITHOUT  DURESS AND ONLY AFTER
CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.

  22.     Jury  Waiver.  EACH  OBLIGOR  AND LENDER  MUTUALLY  HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR
ANY OTHER LOAN DOCUMENTS  CONTEMPLATED TO BE EXECUTED IN CONNECTION  HEREWITH OR
ANY  COURSE  OF  CONDUCT,  COURSE OF  DEALINGS,  STATEMENTS  (WHETHER  VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL  INDUCEMENT
FOR LENDER TO ACCEPT THIS NOTE AND MAKE THE LOAN. EACH OBLIGOR ACKNOWLEDGES THAT
IT MAKES  THIS  WAIVER  KNOWINGLY,  VOLUNTARILY,  WITHOUT  DURESS AND ONLY AFTER
CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.

     IN WITNESS WHEREOF,  the Obligors have caused this Note to be duly executed
as of the 1st day of November, 2001.


                                               VERMONT PURE HOLDINGS, LTD.


                                               By________________________
                                                 Name: Peter K. Baker
                                                 Title: President

                                               CRYSTAL ROCK SPRING WATER COMPANY


                                               By:____________________________
                                                  Name: Peter K. Baker
                                                  Title: President

                                       10
<PAGE>

                                               PLATINUM ACQUISITION CORP.


                                               By:____________________________
                                                  Name: Peter K. Baker
                                                  Title: President

                                               VERMONT PURE SPRINGS, INC.

                                               By:____________________________
                                                  Name: Peter K. Baker
                                                  Title: President