ADDENDUM TO
                   AMENDED AND RESTATED SPRING WATER LICENSE
                    AND SUPPLY AGREEMENT AND ACKNOWLEDGMENT

                                    PARTIES

         The parties to this Addendum are Vermont Pure Holdings, Ltd. ("Vermont
Pure"), Pristine Mountain Springs, Inc. ("Pristine"), Amsource LLC ("Amsource"),
Barton Lord ("Lord") and Ronald Colton ("Colton").

                                   BACKGROUND

         The parties make this agreement based upon the following  facts,  which
the parties acknowledge to be true and correct:

1.   Pristine and Amsource,  LLC  ("Amsource")  were the original  parties to an
     Amended and Restated  Spring  Water  License and Supply  Agreement  ("Water
     Supply  Contract")  dated April 13, 1999. A short form version of the Water
     Supply  Contract  was recorded in the Town of  Stockbridge  Land Records at
     Book 59, Page 571-586.

2.   Under the terms of the Water Supply Contract,  Amsource's  rights under the
     contract were assignable.

3.   Amsource's  rights under the Water Supply  Contract  included,  but are not
     limited  to, the right to  purchase  spring  water from  Pristine's  spring
     property located in Stockbridge,  Vermont, a real property license to enter
     the Stockbridge  property to take and purchase water,  and a right of first
     refusal to purchase and/or lease Pristine's spring property.

4.   Pursuant to a collateral  assignment of the Spring Water License and Supply
     Agreement  ("Collateral  Assignment")  Amsource and  Pristine  collaterally
     assigned  their rights under the Water  Supply  Contract to Marcon  Capital
     Corporation ("Marcon").

5.   Pursuant to an Assignment,  dated  September 30, 1999,  Marcon assigned its
     rights under the Water Supply  Contract,  in addition to other  rights,  to
     Vermont Pure.

6.   Pursuant to a written  notice  dated  October 8, 1999,  and recorded in the
     Town of  Stockbridge  Land Records,  Vermont Pure assumed all of Amsource's
     rights under the Water  Supply  Contract  From  October 8th forward.  These

<PAGE>

     included,  but were not limited  to, the right to  purchase  water from the
     Pristine  Mountain Spring,  the right to exercise the real property license
     to enter the  Pristine  Mountain  Spring  property  for  purposes of taking
     water, and the right of first refusal.

7.   Pursuant to paragraph 4 of the Settlement  Agreement  between  Vermont Pure
     and Pristine  dated December 1, 1999,  Vermont Pure and Pristine  agreed to
     the terms of this  Addendum  and  Acknowledgment  in  relation to the Water
     Supply  Contract  and  Amsource  LLC agreed to assign all of its rights and
     obligations under the Water Supply Contract to Vermont Pure.

                                Agreement Terms

     In  Recognitionof  the  foregoing  and the  exchange of goods and  valuable
consideration,  receipt of which is hereby acknowledged,  Vermont Pure, Pristine
and Amsource, intending to be legally bound, make the following agreement:

1.   Pristine,  Amsource, Lord and Colton hereby acknowledge that the assignment
     of all rights of Amsource  under the Water  Supply  Contract to Vermont and
     the  assumption  of those rights by Vermont Pure,  was final,  absolute and
     irrevocable.  It is agreed  between the parties  that  Vermont  Pure is not
     obligated  to  purchase  all of its  requirements  for  spring  water  from
     Pristine.  Pristine,  Amsource,  Lord and  Colton  hereby  irrevocably  and
     finally  waive any  objection  to or argument  against the  enforcement  by
     Vermont Pure of the Water Supply Contract  according to its terms.  Without
     limiting the  generality  of the  foregoing,  Pristine and Amsource  hereby
     formally confirm all of Vermont Pure's rights previously provided under the
     Water Supply Contract to Amsource including (without limitation) the rights
     to purchase  water on a priority  basis;  and the right of first refusal to
     purchase  or lease the  Pristine  Spring as  provided  in the Water  Supply
     Contract.

2.   Pristine,  Amsource  Barton Lord and Ronald  Colton shall take no action to
     interfere  with the rights  provided  Vermont  Pure under the Water  Supply
     Contract or this Addendum.

3.   The Water Supply Contract shall remain in full force and effect,  except to
     the extent that it is amended by this  Addendum as  follows:  Vermont  Pure
     shall have an equal priority with Amsource to purchase five million gallons
     of water  per  month  from the  spring in  Stockbridge,  Vermont.  By equal
     priority, this paragraph means that Amsource and Vermont Pure shall have an
     equal right,  superior to any other party, to purchase in the aggregate the
     first ten  million  gallons  per month from the spring.  Any  shortfall  in
     supply  shall be borne  equally by  Vermont  Pure and  Amsource.  provided,
     further,  in the event Vermont Pure  determines that it needs more than one
     million  gallons per month for the months of  September  through May or two
     million  gallons  per month for the months of June,  July and August in any

<PAGE>

     year then Vermont Pure shall notify  Pristine in writing at least seven (7)
     days prior to purchasing  water for the succeeding  seven (7) day period as
     to its requirements  ("Requirements")  for spring water and if Vermont Pure
     does not use the full  requirements  and if Pristine  can prove by executed
     contracts  that it could  have sold the unused  water and lost such  sales,
     Vermont  Pure shall be deemed to have bought the unused water and shall pay
     Pristine  for same  according  to the terms of the Water  Supply  Contract.
     However,  in the event Vermont Pure does not notify  Pristine of its intent
     to use its full five million  gallon  equal right as set forth  above,  any
     amount not so purchased shall be available on a priority basis for purchase
     by Amsource.  Vermont Pure shall retain all other priority  rights provided
     by the Water Supply Contract.  Pristine shall not convey priority rights in
     the spring to any other party.

4.   The equal priority rights provided by amsource under this addendum may only
     be exercised by amsource, and are non-assignable.  provided,  however, that
     in the  event  that a  majority  of  amsource's  membership  interests  are
     transferred  or conveyed to another  party,  amsource,  llc may continue to
     exercise  the  rights  provided  by this  addendum.  n except to the extent
     provided for by this  addendum,  all other  provisions  of the water supply
     contract  remain in full  force and  effect  and are fully  enforceable  by
     vermont pure and pristine.

5.   Barton  Lord and Ronald  Colton  join this  agreement  inasmuch as they are
     parties to a settlement agreement involving the remaining parties.  Messrs.
     Colton and Lord are also principals of amsource.  Mr. Colton is a principal
     shareholder of Pristine.



DATED AT _________________________THIS __________ DAY OF ____________, 1999.


WITNESS:                                     VERMONT PURE HOLDINGS, LTD.



_____________________                        BY: ____________________________
                                                    Duly Authorized Agent


STATE OF ______________________)
                                SS
________________________COUNTY )


     On  this  _________  day  of  _____________,   1999,   personally  appeared
_________________________, duly authorized agent of Vermont Pure Holdings, Ltd.,
and acknowledged this instrument,  by him sealed and subscribed,  to be his free
act and deed and the free act and deed of the corporation.

<PAGE>



                                                 [graphic omitted]

                                                   Notary Public

     Dated at __________________________ this ___________         day of
________________, 1999.

WITNESS:                                     AMSOURCE, LLC

_______________________                      BY:___________________________
                                                  Duly Authorized Agent

STATE OF ___________________)
                            )SS
___________________ COUNTY  )

     On this ___________ day of  ___________________,  1999, personally appeared
___________________________, duly authorized agent of Pristine Mountain Springs,
Inc. and acknowledged this instrument,  by him sealed and subscribed,  to be his
free act and deed and the free act and deed of the corporation.

                                                 [GRAPHIC OMITTED]

                                                     Notary Public

WITNESS:                                     PRISTINE MOUNTAIN SPRINGS, INC.


_______________________                      BY:_______________________________
                                                    Duly Authorized Agent

STATE OF _________________)
                          )SS
___________________ COUNTY)

     On this ____________ day of  _________________,  1999,  personally appeared
__________________________,  and acknowledged this instrument, by him sealed and
subscribed,  to be his  free  act and  deed  and the  free  act and  deed of the
corporation.
                                                 [GRAPHIC OMITTED]

                                                  Notary Public



Dated at  ___________________,  this  ____________  day of
__________________, 1999.
<PAGE>



WITNESS:

_________________________                       _______________________________
                                                     Barton Lord

STATE OF ________________)
                         ) SS
_________________ COUNTY )

     On this ____________ day of  ________________,  1999,  personally  appeared
Barton Lord and acknowledged this instrument,  by him sealed and subscribed,  to
be his free act and deed and the free act and deed of the corporation.


                                                ______________________________
                                                      Notary Public

     Dated at  _____________________,  this  _______________ day of
______________________, 1999.

WITNESS:



__________________________                       _____________________________
                                                     Barton Lord